Mailhub Terms of Service

1. Definitions

'Customer Data' means data and other information made available to Mailhub through Customer's use of the Services.

'Services' means Mailhub's shipping platform, APIs, software, and related tools and features, including any updates, enhancements, or modifications.

'End User' means an individual user of Customer's application whose information is received by Mailhub from or on behalf of Customer.

2. Access And Use

License Grant: Subject to the terms of this Agreement, Mailhub grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Services during the term of this Agreement, solely for Customer's internal business purposes.

Account Registration: To use the Services, Customer must create an account and provide accurate, current, and complete information. Customer is responsible for maintaining the confidentiality of account credentials and for all activities that occur under the account.

Use Restrictions: Customer may not: (a) resell, sublicense, or transfer access to the Services to any third party; (b) reverse engineer, decompile, or disassemble the Services; (c) use the Services in violation of applicable laws; (d) use the Services to transmit harmful, offensive, or illegal content; or (e) use the Services for any competitive purpose.

3. Payment Terms

Fees: Customer agrees to pay all fees associated with the Services as set forth in the applicable order form or pricing schedule. Fees are due in advance unless otherwise agreed in writing.

Late Payments: Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, plus all reasonable costs of collection.

Taxes: Fees do not include applicable taxes. Customer is responsible for paying all sales, use, value-added, or similar taxes imposed on the Services.

Refunds: Unless otherwise specified in writing, all fees are non-refundable. Mailhub reserves the right to change fees upon 24 hours written notice.

4. Confidentiality and Intellectual Property

Confidential Information: Each party agrees to keep confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential, and to use such information only to exercise rights and perform obligations under this Agreement.

Mailhub Ownership: Mailhub exclusively owns all right, title, and interest in and to the Services, including all intellectual property rights. Customer acquires no ownership interest in the Services.

Customer Data: Customer retains ownership of Customer Data. Customer grants Mailhub a limited license to use Customer Data as necessary to provide the Services and, in anonymized or aggregated form, to improve and enhance the Services.

5. Third-Party Services

The Services may integrate with third-party carriers and providers, including USPS, FedEx, and UPS. Customer's use of such third-party services is subject to those providers' own terms and conditions. Mailhub is not responsible for the availability, accuracy, or performance of third-party services.

6. Term and Termination

Term: This Agreement commences on the date Customer accepts it and continues until terminated.

Termination: Either party may terminate this Agreement upon 30 days written notice. Mailhub may terminate immediately upon written notice if Customer materially breaches this Agreement and fails to cure such breach within 15 days of notice.

Effect of Termination: Upon termination, all licenses granted to Customer immediately terminate, and Customer must cease all use of the Services. All amounts owed to Mailhub become immediately due and payable.

7. Representations And Warranties

Mutual: Each party represents that it has full authority to enter into this Agreement, and that entering into this Agreement does not violate any other agreement by which it is bound.

Disclaimer: EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED 'AS IS' AND 'AS AVAILABLE' WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MAILHUB DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

8. Indemnification

Each party will indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from any third-party claims arising out of or related to (a) infringement of any third-party intellectual property rights, or (b) gross negligence or willful misconduct by the indemnifying party.

9. Limitation Of Liability

TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL MAILHUB'S TOTAL LIABILITY TO CUSTOMER EXCEED THE GREATER OF THE FEES PAID BY CUSTOMER TO MAILHUB IN THE SIX MONTHS PRECEDING THE CLAIM, OR TEN THOUSAND DOLLARS ($10,000).

10. Governing Law And Disputes

Governing Law: This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of law provisions.

Disputes: Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in Dover, Delaware, under the Rules of Arbitration of the International Chamber of Commerce. Judgment on the award may be entered in any court of competent jurisdiction.

Class Action Waiver: ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY. NEITHER PARTY MAY BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

11. General Provisions

Assignment: Customer may not assign this Agreement without Mailhub's prior written consent. Mailhub may freely assign this Agreement.

Force Majeure: Mailhub is not liable for delays or failures in performance resulting from events beyond its reasonable control, including natural disasters, acts of war, terrorism, pandemics, or internet outages.

Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings.

Amendments: Mailhub may update these terms from time to time. Continued use of the Services after notice of changes constitutes acceptance of the updated terms.

Notices: All notices must be in writing and sent to: Mailhub, Inc., 8 The Green, Dover, DE 19901, or info@mailhub.com.

12. Contact