Postalytics Direct Mail API Terms & Service Level Agreement

Last Modified: December 3, 2018

PLEASE READ THESE API TERMS CAREFULLY.

Thanks for choosing to use Postalytics’ Direct Mail DMAPI and associated software (collectively, the “Direct Mail API or DMAPI”). By accessing or using the DMDMAPI, you are entering into a legally binding agreement with Postalytics that is governed by the terms below as they may be revised from time to time and by any applicable policies and guidelines (collectively, the “Terms”).

We periodically update these Terms. We will post the updated Terms at https://www.postalytics.com/legal/ and update the “Last Modified” date above to reflect the date of the most recent version. We encourage you to review these Terms periodically.

Definitions

“Direct Mail API” or DMAPI means collectively the API endpoints from Postalytics that can be used to create, monitor and integrate direct mail marketing campaigns. These endpoints currently include: The Account API, The Contact API, The Templates API, The Send API, The Campaigns API, The LoginLinks API and The Webhooks API. This list of endpoint APIs may change over time.

“App” means a software application, website, product, service, or integration between products and services you create using the DMAPI.

“Content” means any data or content accessed via the DMAPI.

“Developer Credentials” means any passwords, keys, tokens, or other access credentials that allow you to access the DMAPI or Content.

“We”, “us”, “our”, or “Postalytics” means Postalytics, Inc.

“You” and “your” means the party, other than Postalytics, agreeing to these Terms and using the DMAPI

API Uptime: Postalytics will use commercially reasonable efforts to make DMAPI available with a Monthly Uptime Percentage (defined below) of at least 99%, in each case during any monthly billing cycle (the “Service Commitment”).

Production Time: Postalytics will use commercially reasonable efforts to produce and deliver the direct mail to the relevant mail carrier no later than two business days after the day of the DMAPI request. For purposes of this Production Time Service Commitment, the two business day clock begins only for mailpiece requests with Send Dates before 12PM EST or EDT (“Daily Cutoff Time”). For mailpiece requests submitted with Send Dates that after the Daily Cutoff Time, the two business day clock begins the on the following business day.

Registering for the DMAPI

Accepting the Terms.You may not use the DMAPI and may not accept the Terms if (a) you are not of legal age to form a binding contract with us, or (b) you are a person barred from using or receiving the DMAPI under the applicable laws of the United States or other countries including the country in which you are resident or from which you use the DMAPI.

Use on Entity’s Behalf.If you are using the DMAPI on behalf of a company or other entity, you represent and warrant that you have full legal authority to bind it to these Terms. You acknowledge that all references to “you” in the Terms refer to that entity.

Use by End Users.You will require your end users to comply with the Terms and all applicable laws.

Updating Your Information.When registering for the DMAPI, you may be required to submit information about yourself. All registration information you provide must be accurate and up to date at all times. You will inform us promptly of any updates.

Use of the DMAPI & API Data

Access to DMAPISubject to these Terms, we grant you a non-exclusive, non-transferable, revocable right, without the right of sublicense, to access and use the DMAPI. We do not acquire ownership in your App, and by using the DMAPI, you do not acquire ownership of any rights in the DMAPI or the Content.

Permitted UsesYou will comply with all applicable laws (including laws regarding the import or export of data or software, privacy laws, and local laws). You may only access those DMAPI for which we provide documentation links at https://www.postalytics.com/direct-mail-api/. You will comply with our DMAPI Usage Guidelines at https://www.postalytics.com/legal/.

Limits and RestrictionsWe set and enforce limits on your use of the DMAPI in our sole discretion and may change the limits at any time by revising the DMAPI Usage Guidelines or our Pricing Page (http://www.Postalytics.com/direct-mail-pricing/). You will not attempt to circumvent the limitations documented in the DMAPI Usage Guidelines. You will not engage in any deceptive, misleading, illegal or unethical activities, or activities that otherwise may be detrimental to the DMAPI, us, our customers, or the public. You will not create an App that (a) recreates a core functionality of, or replaces, any Postalytics product or service in such a way as to cause us reputational or financial damage, (b) caches or stores any Content other than for reasonable periods in order to provide your app to Postalytics customers, or (c) aggregates retrieved Content with third party content in such a way that an end user cannot attribute the Content to us. You will not collect, store, or share Postalytics account passwords. You will not copy, reformat, reverse-engineer, or otherwise modify the DMAPI or any Postalytics product or service.

Privacy PolicyBy Using our DMAPI you agree that Postalytics may use submitted information in accordance with our Privacy Policy.

Obtaining PermissionYou must obtain express permission from each Postalytics customer before you access their Postalytics account or data through your App. You must also obtain express permission from each customer before you share their data with any third parties. Your App must include a prominently identified privacy policy that covers what information you collect and how it will be used, stored, or shared and a user agreement that governs your provision of the App. Content accessible through the DMAPI may be subject to intellectual property rights, and, if so, you may not use it unless you are licensed to do so by the owner of that content or are otherwise permitted by law. To the extent that you submit any content via the DMAPI, you give us a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive license to use that content for the purpose of providing the DMAPI.

SecurityYou will always use and have in effect, appropriate administrative, physical, and technical safeguards that (a) meet or exceed industry standards with respect to the sensitivity of the data you are accessing or providing; (b) are compliant with applicable laws and regulations (including data security and privacy laws and regulations), and (iii) are designed to prevent unauthorized access, use, processing, storage, destruction, loss, alteration, disclosure of personal data.  . You will keep all Developer Credentials that we issue to you confidential. You will work with us to immediately correct any security deficiency, and will immediately disconnect any intrusions or intruder. If your App experiences a security deficiency or intrusion, you will coordinate with us on any public statements (e.g. press, blog posts, social media, etc.) before publication.

DeletionYou must promptly delete all Content collected with the consent of a user of your App, including all tokens, upon request by that user or if that user closes their account with you. You must immediately delete all Content if we terminate your use of the DMAPI, except when doing so would cause you to violate any law or obligation imposed by a governmental authority.

MonitoringYou agree that we may monitor your use of the DMAPI to ensure quality, improve our products and services, and verify your compliance with the Terms. Youƒdat agree to assist us with this monitoring by providing us with information about your App and storage of Content, which may also include access to your App and other materials related to your use of the DMAPI. If you do not demonstrate full compliance with these Terms, we may restrict or terminate your access to the DMAPI without notice to you.

Rights We Reserve

At any point in the future, we reserve the right to do any of the following: charge fees for access to any of the DMAPI, offer or cease to offer support for the DMAPI, modify the DMAPI and require you to use those subsequent versions, require you to use the API in a different manner, deprecate any API in our sole discretion, or independently develop products or services that may compete with your Apps or other products and services.

If we determine that your use of the DMAPI or Developer Credentials is against the interests of us or our customers, we reserve the right to deactivate any Developer Credentials you have obtained from them, block your IP address, or otherwise block your use of the DMAPI.

Branding, Publicity, and Feedback

BrandingYou grant to us all necessary rights to produce and distribute incidental depictions, including screenshots, video, or other content from your App, as well as to use your company or product names and logos, in order to promote, market, and demonstrate the DMAPI and associated Postalytics products. During the term of this Agreement, you may use our trademarks as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademarks that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with your App; and (iii) immediately comply if we request that you discontinue use. You must not: (i) use our trademarks in a misleading or disparaging way; (ii) use our trademarks in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademarks in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

FeedbackWe encourage all users to comment on the DMAPI, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the DMAPI, without payment to you.

Term; Termination

These Terms will apply for as long as you use the DMAPI, until terminated. You may terminate these Terms by discontinuing use of the DMAPI. We may suspend or terminate your use of all or any of the DMAPI for any reason and at any time, without liability or other obligation to you.

Upon any termination of the Terms or discontinuation of your access to an API, you will immediately stop using the API, cease all use of our trademarks, and delete any cached or stored Content. We may independently communicate with any customer whose account(s) are associated with your App and Developer Credentials to provide notice of the termination of your right to use an API.

Disclaimers; Limitations of Liability.

Warranties.WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE DMAPI OR THE CONTENT FOR ANY PURPOSE. DMAPI MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE DMAPI AND CONTENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE DMAPI AND CONTENT INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

No Indirect Damages.TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

Limitation of Liability.IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE AMOUNT, IF ANY, YOU PAID US TO USE THE APPLICABLE DMAPI DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY

Indemnification.

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of: (a) your use of the DMAPI; (b) your violation of these Terms;(c) your violation of applicable privacy laws or regulations; or (d) the violation of any copyright, trademark, service mark, trade secret or United States patent by your App or brand features. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

General

Amendment; No Waiver.We may update and change any part or all of these Terms, including fees associated with the use of the DMAPI. If we update or change these Terms, the updated Terms will be posted at http://www.postalytics.com/legal/. The updated Terms will become effective and binding on the next business day after they are posted. When we change these Terms, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review these Terms periodically. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

Applicable LawThis Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Boston, Massachusetts.

Force MajeureNeither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

Relationship of the Parties.You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.

Compliance with LawsWe will comply with all applicable U.S. state,federal laws, and international laws in our provision of the DMAPI. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all applicable laws in your use of the DMAPI and Content, including any applicable export laws.  You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the DMAPI or Content to prohibited countries or individuals or permit use of the DMAPI or Content by prohibited countries or individuals.

SeverabilityIf any part of these Terms is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms will continue in effect.

NoticesNotice shall be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and shall be deemed delivered as of the date of actual receipt. To Postalytics: Postalytics, Inc., 55 Accord Park Drive, Rockland, MA 02370, Attention: Legal. To you: your address as provided in our account information for you. Postalytics may give electronic notices specific to you by email to your e-mail addresses on record in our account information for you.

Entire AgreementThese Terms are the entire agreement between us for DMAPI and supersede all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the DMAPI or dependent on any oral or written public comments made by us regarding future functionality or features of the DMAPI.

AssignmentYou may not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or by operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or by operation of law.

No Third Party BeneficiariesNothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

SurvivalThe following sections shall survive the expiration or termination of this Agreement: ‘Security’; ‘Deletion’; ‘Rights We Reserve’; ‘Branding, Publicity, and Feedback’; ‘Term; Termination’; ‘Disclaimers; Limitations of Liability’; ‘Indemnification’; and ‘General’.

Injunctive ReliefYou acknowledge that the unauthorized use or disclosure of the Content or any Developer Credentials may cause irreparable harm to us or our customers. Accordingly, you agree that we will have the right to obtain an immediate injunction against any breach or threatened breach of these Terms, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.