Postaged Terms of Service

These Terms of Service ("Terms") govern access to and use of the websites, applications, APIs, and services (collectively, the "Services") provided by Postaged, Inc., a Delaware corporation ("Postaged," "we," "us," or "our"). By creating an account, executing an Order Form referencing these Terms, or using the Services, you ("Customer," "you") agree to these Terms. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization.

If you have a separately negotiated master services agreement with Postaged, that agreement controls to the extent it conflicts with these Terms.

1. Definitions

• "Customer Data" means data submitted to the Services by or on behalf of Customer, including mailing lists, audience files, CRM records, creative assets, and campaign configurations.
• "Recipient" means an individual or household to whom mail is sent through the Services.
• "Visitor Data" means data collected via the Postaged Pixel from visitors to Customer's websites, as described in Section 6.
• "Order Form" means an ordering document or online checkout specifying the Services, fees, and subscription term.
• "Documentation" means Postaged's published technical documentation for the Services.

2. The Services

Postaged provides a direct mail advertising platform that enables customers to design, produce, and send physical mail (including printed and handwritten-style mail), build and manage audiences, identify website visitors for mail retargeting, measure campaign performance, and integrate with third-party platforms.

2.1 Provision

Subject to these Terms and payment of applicable fees, Postaged grants Customer a non-exclusive, non-transferable right during the subscription term to access and use the Services for its internal business purposes in accordance with the Documentation.

2.2 Mail production and delivery

Postaged coordinates printing, production, and mailing through its production partners and the United States Postal Service ("USPS") or other carriers. Customer acknowledges that: (a) mail delivery timing is controlled by USPS/carriers, not Postaged; (b) delivery estimates are estimates only; (c) once a mail piece has entered production, it may not be cancellable; and (d) tracking data (including USPS Intelligent Mail barcode scans) is provided as reported by the carrier and may be incomplete or delayed.

2.3 Modifications

Postaged may modify the Services, provided modifications do not materially degrade the core functionality purchased.

2.4 Beta features

Features designated as beta, preview, or early access are provided as-is, may be modified or discontinued at any time, and are excluded from any service commitments.

3. Accounts and Access

3.1 Customer is responsible for its users' compliance with these Terms, for maintaining the confidentiality of credentials and API keys, and for all activity under its account. Customer will notify Postaged promptly of any unauthorized access.

3.2 Customer will use role-based permissions appropriately and will not share individual user seats.

3.3 Customer must be at least 18 years old and using the Services for business purposes. The Services are not directed to consumers or children.

4. Fees, Billing, and Taxes

4.1 Fees

Customer will pay the fees stated in the applicable Order Form, including subscription fees, per-piece mail costs, postage, and any usage-based fees. Postage and production costs are pass-through in nature and may change with carrier or vendor pricing; Postaged will provide reasonable notice of such changes.

4.2 Billing

Unless otherwise stated: subscription fees are billed in advance; usage and mail-piece fees are billed in arrears or deducted from prepaid balances. Payments are processed by third-party payment processors. Fees are non-refundable except as expressly stated.

4.3 Late payment

Overdue amounts may accrue interest at 1.5% per month (or the maximum lawful rate) and Postaged may suspend the Services for accounts more than 15 days past due after notice.

4.4 Taxes

Fees exclude taxes. Customer is responsible for all applicable taxes other than taxes on Postaged's income.

4.5 Renewals

Subscriptions renew automatically for successive terms unless either party gives notice of non-renewal at least 30 days before the end of the then-current term.

5. Customer Data and Responsibilities

5.1 Ownership

As between the parties, Customer owns Customer Data. Customer grants Postaged a license to host, process, transmit, and display Customer Data solely to provide and support the Services, to comply with law, and as otherwise permitted by the Privacy Policy.

5.2 Customer compliance obligations

Customer is solely responsible for:

(a) having a lawful basis and all required notices, consents, and rights to upload and use Customer Data, including mailing lists and CRM records; (b) compliance with all laws applicable to its marketing, including U.S. state privacy laws (e.g., CCPA/CPRA, Virginia CDPA, Colorado CPA, Connecticut CTDPA), GDPR/UK GDPR where applicable, and postal regulations; (c) honoring Recipient opt-outs and suppression requests, including maintaining and applying its suppression lists within the Services; (d) the content of its mail pieces, including all claims, offers, disclosures, and required legal notices; (e) not targeting individuals under 18 or audiences based on sensitive characteristics prohibited by law.

5.3 Suppression

Postaged provides suppression tooling. Customer must promptly add Recipients who request no further mail to its suppression list.

5.4 Data accuracy

Postaged may perform address standardization, National Change of Address (NCOA) processing, and deliverability checks on Customer mailing lists as part of the Services.

6. Website Pixel and Identity Resolution

6.1 The Services include an optional JavaScript pixel ("Postaged Pixel") that Customer may install on its websites to identify visitors or their households for direct mail retargeting and to measure campaign attribution.

6.2 Customer obligations. If Customer uses the Postaged Pixel, Customer will: (a) prominently disclose its use of visitor identification and direct mail retargeting in its own privacy policy; (b) obtain any legally required consents (including cookie/tracking consent where required, such as in the EU/UK); (c) provide and honor any legally required opt-out mechanisms, including opt-outs of "sale" or "sharing" of personal information under applicable U.S. state laws; (d) not deploy the Pixel on sites directed to children or on pages collecting sensitive personal information (e.g., health, financial account credentials); and (e) configure the Pixel to respect consent signals as described in the Documentation.

6.3 Identity data. Identity resolution is performed using Postaged's identity partners. Postaged does not guarantee match rates or the accuracy of resolved identities. Resolved identity data made available to Customer may be used solely for Customer's own direct mail marketing and measurement through the Services, and not resold, re-syndicated, or used to build or enhance any data product.

7. AI-Generated Content

7.1 The Services may offer AI-assisted generation of copy, designs, and creative assets ("AI Output"). Subject to these Terms, Postaged assigns to Customer its rights, if any, in AI Output generated for Customer.

7.2 AI Output is generated automatically and may be inaccurate, incomplete, or similar to output generated for others. Customer is responsible for reviewing AI Output before use, including for accuracy, legal compliance, and intellectual property clearance. AI Output is provided without warranty of any kind.

7.3 Customer will not represent AI Output as human-created where prohibited by law, and will not use AI features to generate content that violates Section 9 (Acceptable Use).

8. API, Webhooks, and Integrations

8.1 API license

Postaged grants Customer a limited right to use the Postaged API and webhooks to access its own account data in accordance with the Documentation and any published rate limits. Postaged may throttle or suspend API access that degrades the Services.

8.2 Third-party integrations

The Services interoperate with third-party platforms (e.g., Shopify, HubSpot, Salesforce). Customer's use of those platforms is governed by its agreements with those providers. Customer authorizes Postaged to exchange data with connected platforms as configured by Customer. Postaged is not responsible for third-party platforms or changes to their APIs.

9. Acceptable Use

Customer will not use the Services to: (a) send mail whose content is unlawful, deceptive, fraudulent, defamatory, or harassing; (b) target individuals under 18 or audiences based on sensitive characteristics prohibited by law; (c) upload sensitive personal information (e.g., health information, financial account credentials, or government identifiers); (d) infringe the intellectual property, privacy, or publicity rights of others; or (e) interfere with or disrupt the Services or their security. Postaged may suspend the Services or refuse to produce specific mail pieces that it reasonably believes violate this Section or applicable law, with notice where practicable.

10. Intellectual Property

10.1 Postaged and its licensors own the Services, Documentation, templates, software, and all related intellectual property. No rights are granted except as expressly stated.

10.2 Feedback. Customer grants Postaged a perpetual, irrevocable, royalty-free license to use feedback and suggestions without restriction.

10.3 Usage data. Postaged may collect and use technical and usage data about the operation of the Services, and data in aggregated or de-identified form, to operate, improve, secure, and benchmark the Services, provided such data does not identify Customer or any individual.

11. Confidentiality

Each party will protect the other's Confidential Information with at least reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and advisors with a need to know who are bound by confidentiality obligations. Confidential Information excludes information that is public, independently developed, or rightfully received from a third party. A party may disclose Confidential Information as required by law with notice to the other party where lawful. Customer Data is Customer's Confidential Information.

12. Data Protection and Security

12.1 Each party will comply with applicable data protection laws. Where Postaged processes personal data on Customer's behalf, it does so under Customer's instructions and as described in the Privacy Policy.

12.2 Postaged will maintain an information security program with administrative, technical, and physical safeguards appropriate to the nature of the data processed.

13. Warranties and Disclaimers

13.1 Each party warrants it has authority to enter these Terms. Postaged warrants that the Services will perform materially in accordance with the Documentation. Customer's exclusive remedy for breach of this warranty is re-performance or, if Postaged cannot remedy the breach within 30 days, termination of the affected Services and a pro-rata refund of prepaid, unused fees.

13.2 EXCEPT AS EXPRESSLY STATED, THE SERVICES, IDENTITY RESOLUTION, TRACKING DATA, ATTRIBUTION REPORTING, AND AI OUTPUT ARE PROVIDED "AS IS." POSTAGED DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. POSTAGED DOES NOT WARRANT DELIVERY OF ANY MAIL PIECE, ANY MATCH RATE, ANY CAMPAIGN OUTCOME, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

14. Indemnification

14.1 By Postaged. Postaged will defend Customer against third-party claims alleging that the Services, as provided by Postaged and used as authorized, infringe a U.S. patent, copyright, or trademark, and will pay resulting damages finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, AI Output as used by Customer, combinations with non-Postaged products, or unauthorized use. If the Services are enjoined, Postaged may procure rights, modify the Services, or terminate and refund prepaid, unused fees.

14.2 By Customer. Customer will defend Postaged against third-party claims arising from: (a) Customer Data; (b) Customer's mail content and marketing practices; (c) Customer's use of the Postaged Pixel or identity data in violation of Section 6 or applicable law; or (d) Customer's breach of Section 5 or Section 9; and will pay resulting damages finally awarded or agreed in settlement.

14.3 Procedure. The indemnified party must provide prompt notice, reasonable cooperation, and sole control of the defense to the indemnifying party (which may not settle in a way that admits fault of the indemnified party without consent).

15. Limitation of Liability

15.1 NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

15.2 EACH PARTY'S TOTAL LIABILITY ARISING OUT OF THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

15.3 The limitations in this Section do not apply to: Customer's payment obligations; either party's indemnification obligations; Customer's breach of Sections 6.3 or 9; or a party's gross negligence or willful misconduct.

16. Term, Suspension, and Termination

16.1 Term

These Terms apply for the duration of all subscription terms.

16.2 Termination for cause

Either party may terminate for material breach not cured within 30 days of notice, or immediately upon the other party's insolvency.

16.3 Suspension

Postaged may suspend the Services immediately if Customer's use poses a security risk, violates Section 9 or law, or is materially past due, with notice where practicable.

16.4 Effect

On termination, Customer's access ends and in-production mail may still be sent and billed. Postaged will make Customer Data available for export for 30 days after termination, then delete it, except as retention is required by law.

16.5 Survival

Sections 4, 5.2, 6.3, 10, 11, 13-15, 16.4-16.5, and 17 survive termination.

17. Dispute Resolution; Governing Law

17.1 Governing law

These Terms are governed by the laws of the State of Delaware, excluding its conflict-of-laws rules.

17.2 Arbitration

Any dispute arising out of these Terms will be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules, seated in Wilmington, Delaware, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive relief in court for misuse of intellectual property or Confidential Information, and either party may bring qualifying claims in small claims court.

17.3 Class waiver

DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. THE PARTIES WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION. If this waiver is found unenforceable, Section 17.2 is void and disputes will proceed in the state or federal courts located in Delaware, to whose exclusive jurisdiction the parties consent.

18. General

18.1 Notices. Legal notices must be sent to sam@postaged.com and Postaged, Inc., 25 Gale Road, Bloomfield, CT 06002, and to Customer's account email.

18.2 Assignment. Neither party may assign these Terms without consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.

18.3 Publicity. Postaged may identify Customer by name and logo as a customer unless Customer opts out by written notice.

18.4 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including carrier or postal service disruptions.

18.5 Changes to Terms. Postaged may update these Terms with at least 30 days' notice for material changes; continued use after the effective date constitutes acceptance. Changes do not apply retroactively to disputes arising before the effective date.

18.6 Entire agreement. These Terms, the applicable Order Forms, and the Privacy Policy constitute the entire agreement and supersede prior agreements on the subject matter. In case of conflict: Order Form, then these Terms, then the Privacy Policy.

18.7 Miscellaneous. No waiver is effective unless in writing. If any provision is unenforceable, the remainder stays in effect. The parties are independent contractors. There are no third-party beneficiaries.

Questions about these Terms: sam@postaged.com