Stamps.com API License Agreement

Please review the following Stamps.com API License Agreement. If you agree to the terms and conditions of this license, select the “I Agree” checkbox on the webform to proceed with the registration process.

This License Agreement (“Agreement”) is effective as of the date you (“You” or “Customer”) accept the terms listed herein. You acknowledge and agree that Stamps.com may amend and update this Agreement or the Stamps.com Software from time to time in its discretion. In the event you do not agree to any such amendments or changes to the terms of this Agreement or the Stamps.com Software, your only remedy shall be to terminate this Agreement.

Section 1. Definitions

1.1 “Bundled Product” the Stamps.com Software bundled into Your product.

1.2 “Confidential Information” shall mean any non-public data, information and other materials regarding the products, services or business of a party (and/or, if either party is bound to protect the confidentiality of any Third Party’s information, of a Third Party) provided to either party by the other party where such information is marked or otherwise communicated as being “proprietary” or “confidential” or the like, or where such information should, by its nature, be reasonably considered to be confidential and/or proprietary. Without limiting the foregoing, Confidential Information of Stamps.com includes the software and all source code, source documentation, inventions, know-how, and ideas, updates and any documentation and information related to or comprising the Stamps.com software.

1.3 “Documentation” shall mean any on-line help files or written instruction manuals regarding the use of the Stamps.com Software or service.

1.4 “Fees” shall have the meaning set forth in Section 4.1.

1.5 “Modifications” means improvements, additions, modifications, updates, upgrades, bug fixes or derivative works relating to the Stamps.com Software, by whomever made and whether or not such Modifications incorporate or are based on any information gained as a result of this Agreement.

1.6 “Normal Business Hours” shall mean Monday through Friday (excluding holidays) from 7:00 a.m. to 4:00 p.m. (PST).

1.7 “Service Terms” shall mean those terms pertaining to the use of the Stamps.com service as set forth in the Stamps.com Service Agreement that is accepted at the time of opening a Stamps.com account that may be amended by Stamps.com from time to time in its reasonable discretion.

1.8 “Stamps.com Software” means that certain proprietary internet postage developer-kit application program interface or internet postage web services application program interface developed by Stamps.com, in object code only, and any updates, revisions, or new versions thereof delivered by Stamps.com to Licensee under this Agreement.

1.9 “Support Services” shall mean those support and maintenance services provided by Stamps.com to Customer, including, but not limited to, telephone and internet support during Stamps.com business hours.

1.10 “Term” shall have the meaning set forth in Section 7.1.

1.11 “Third Party” shall mean any entity or individual other than Stamps.com or Customer.

1.12 “User” an employee, agent or consultant of Customer who is given access to the Stamps.com service via the Stamps.com Software under the terms and conditions of this Agreement.

Section 2. License Grant

2.1 Limited License Grant. Subject to the terms and conditions of this Agreement, Stamps.com hereby grants to Customer, during the term of the Agreement, a nontransferable, nonexclusive, nonsublicensable, limited license to (a) store, load, install, combine, integrate and display the Software, in object code form only, with the Company product to create the Bundled Product; (b) reproduce and distribute the Software to end users solely as part of the Bundled Product; and (c) reproduce the Software, in object code form only, solely as necessary to exercise the rights granted in (a) and (b) above. Customer agrees that all rights to use and/or otherwise exploit the Stamps.com Software, works and other matter developed hereunder not expressly granted to Customer in this Agreement are reserved by Stamps.com.

2.2 Restrictions. Customer agrees that the Stamps.com Software and Documentation contains trade secrets and other valuable proprietary information owned by Stamps.com. Customer will not (a) modify, make derivative works, alter or permit a Third Party to modify, make derivative works or alter, any part of the Stamps.com Software, (b) copy or permit a Third Party to copy the Stamps.com Software, in part or in whole, (c) reverse engineer, decompile, disassemble or otherwise attempt to derive source code of the Stamps.com Software, (d) license, sell, transfer, lease or disclose the Stamps.com Software to a Third Party or (e) allow any Third Party to have access to the Stamps.com Software.

2.3 Postage Reselling Restriction. In no event shall Customer use the Stamps.com Software to print postage for resale to third parties.

Section 3. Ownership

3.1 As between the parties to this Agreement, Stamps.com shall retain sole and exclusive ownership of, and all right, title and interest in and to the Stamps.com Software, as well as any graphical user interface modifications made by or for Customer and all suggestions, ideas, improvements, data, feedback, evaluation materials, reports, presentations, records, designs, technology, inventions, know-how, works of authorship, software, specifications, Modifications and other materials, information and any other intellectual property made, developed, conceived or reduced to practice (whether by or for Customer).

3.2 As between the parties to this Agreement and subject to Section 3.1, Customer shall retain sole and exclusive ownership of, and all right, title and interest in and to the Customer Product.

Section 4. Fees and Payment

4.1 Fees. Customer agrees to pay Stamps.com the fees incurred by Customer in the use of the Stamps.com service, including, but not limited to, Support Services, postage purchases, store purchases, parcel insurance purchases and those fees imposed by the Service Terms. In the event of any conflict between the terms of the Service Terms and this Agreement, this Agreement shall control. The payment method for all Fees shall be by generally accepted credit cards or by ACH. Stamps.com shall contact Customer in the event Customer’s use of the Stamps.com service requires additional fees.

Section 5. Marketing and Public Release

5.1 Marketing. Except as expressly set forth herein, Customer shall not (a) create, publish, distribute, or permit any written material (including any material on any WWW site) referencing Stamps.com or its products or services without Stamps.com’s prior written consent, or (b) make any representations, warranties or product claims regarding Stamps.com or its products or services without Stamps.com’s prior written consent.

5.2 Press Release. Except as required by law or as expressly set forth herein, neither party shall make any press release relating to the terms or existence of this Agreement, or the business relationship of the parties, without the prior written consent of the other party.

Section 6. Support Services

6.1 Support Services. Stamps.com shall use commercially reasonable efforts to provide the Support Services to Customer.

6.2 Scheduled Maintenance. Stamps.com reserves the right to take down applicable servers relating to the Stamps.com service to conduct routine maintenance checks (“Scheduled Maintenance”). Stamps.com will use commercially reasonable efforts to perform Scheduled Maintenance outside of Normal Business Hours. Stamps.com will not be responsible for any damages or costs incurred by Customer, if any, for Scheduled Maintenance.

Section 7. Termination

7.1 Termination. Either party may terminate this Agreement at its discretion by providing the other party thirty (30) days notice to the other party. The termination of this Agreement shall not affect the Service Terms. In addition, either party may terminate this Agreement by giving to the other party written notice of such termination upon any of the following events: (a) the other party’s material breach of the Agreement (subject to the other party’s right to cure within thirty (30) days after receipt of such notice), (b) the other party becomes subject to any bankruptcy or insolvency proceedings under federal or state statute, (c) the other party becomes insolvent or becomes subject to direct control by a trustee, receiver or similar authority, (d) the other party has wound up or is liquidated, voluntarily or otherwise or (e) the other party terminates or suspends its business. In addition, Stamps.com may terminate this Agreement if Customer fails to make any payment due hereunder within ten (10) days after receiving written notice from Stamps.com that such payment is delinquent. Stamps.com may also terminate this Agreement at any time upon request by the United States Postal Service.

7.2 Effect of Termination. Upon any termination of this Agreement, (a) Stamps.com shall immediately cease providing the Stamps.com services to Customer and all licenses granted hereunder shall terminate; and (b) Customer shall promptly (i) pay to Stamps.com all unpaid fees, including any late fees, accrued prior to termination, (ii) return to Stamps.com all tangible embodiments of the Stamps.com and Confidential Information and (iii) delete or destroy any data or software installed on an User’s computer system. In the event of any early termination by Customer of this Agreement that is not permitted by Section 7.2, all Fees payable under this Agreement shall become immediately due and payable to Stamps.com. Customer agrees to reimburse Stamps.com for all costs and expenses incurred by Stamps.com in connection with Stamps.com attempting to collect any amount due hereunder, including reasonable attorneys’ fees and other costs of collection.

7.3 Survival. All rights to payment and the provisions of Sections 1, 3, 4, 7.2 and 8 through and including 12 of this Agreement shall survive any expiration or termination of this Agreement.

Section 8. Disclaimer of Warranties

8.1 EXCEPT AS EXPRESSLY STATED HEREIN, THE STAMPS.COM SOFTWARE, SUPPORT SERVICES, TECHNOLOGY, INTELLECTUAL PROPERTY MATERIALS, INFORMATION AND OTHER ITEMS PROVIDED BY STAMPS.COM UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS WITH NO WARRANTIES, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE AND STAMPS.COM DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NONINFRINGEMENT AND MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Section 9. Indemnification

9.1 Stamps.com’s Indemnification Obligations. Subject to Section 9.3 below, Stamps.com will defend any Third Party claim or action against Customer to the extent such suit or action is based on a claim that the Stamps.com Software infringes any United States patent issued as of the Effective Date, copyright, trade secret or other proprietary right of a Third Party, and Stamps.com will pay those damages and costs finally awarded against Customer in any monetary settlement of such suit or action which are specifically attributable to such claim. These obligations do not apply to any claims based on the use of the Stamps.com service in violation of this Agreement or in combination with any software, hardware, network or system not recommended for use with the Stamps.com Software. If any portion of the Stamps.com Software becomes, or in Stamps.com’s opinion is likely to become, the subject of a claim of infringement, then Stamps.com may, at its option and expense, (i) procure for Customer the right to continue using the Stamps.com Software or (ii) replace or modify the Stamps.com Software so that it becomes non-infringing. If neither alternative is reasonably available, then the Agreement may be terminated with no further payment obligations by Customer thereunder. THE FOREGOING STATES STAMPS.COM’S ENTIRE LIABILITY FOR INFRINGEMENT CLAIMS.

9.2 Customer’s Indemnification Obligation. Subject to Section 9.3 below, Customer shall indemnify, defend and hold harmless Stamps.com and its officers, directors, employees, agents, successors and assigns from and against any and all losses, liabilities, damages, penalties and all related costs and expenses (including reasonable attorneys’ fees) awarded against Stamps.com or settlement amounts entered into based on (i) any inaccuracies, mistranslations, or other errors resulting from Customer’s conversion of the Software for incorporation into the Customer products, (ii) any claim against Stamps.com or the Bundled Product where such claim arises from the technology, software or business practices of Customer, or (iii) any violation by Customer of its representations and warranties contained in this Agreement; provided that (a) Stamps.com notifies Customer promptly in writing of the claim, (b) Customer has sole control of the defense and all related settlement negotiations, and (c) Stamps.com provides Customer with reasonable assistance and information to perform the above at Customer’s expense. Stamps.com may participate in such investigation, trial, defense and settlement of such claim and any appeal arising therefrom, through its attorneys or otherwise, at its own cost and expense. No settlement of a claim that involves a remedy other than the payment of money by the indemnifying party shall be entered into without the consent of the indemnified party, unless the settlement includes an unconditional general release of the indemnified party, which consent will not be unreasonably withheld.

9.3 Conditions to Indemnification. The indemnity obligations set forth in this Section are contingent upon: (a) the indemnitee giving prompt written notice to the indemnitor of any such claim(s); (b) the indemnitor having sole control of the defense or settlement of the claim; and (c) at the indemnitor’s request and expense, the indemnitee cooperating in the investigation and defense of such claim(s).

Section 10. Limitation of Liability

10.1 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE AGGREGATE LIABILITY OF STAMPS.COM FOR DAMAGES ARISING OUT OF THE FURNISHING OF THE STAMPS.COM SOFTWARE, SERVICE, AND SUPPORT SERVICES, INCLUDING BUT NOT LIMITED TO MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, TORTIOUS CONDUCT OR ERRORS, OR OTHER DEFECTS, REPRESENTATIONS, USE OF SERVICES OR ARISING OUT OF THE FAILURE TO FURNISH SERVICES, WHETHER CAUSED BY ACTS OF COMMISSION OR OMISSION, SHALL BE LIMITED TO THE AMOUNTS PAID BY END-USER HEREUNDER FOR THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

10.2 EXCEPT WITH RESPECT TO THE PARTIES LICENSE RESTRICTIONS AND CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS AS PROVIDED IN SECTIONS 2, 9 AND 11, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS OR LOST REVENUES), WHETHER OR NOT CAUSED BY THE ACTS OR OMISSIONS OR NEGLIGENCE OF ITS EMPLOYEES OR AGENTS, AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.

Section 11. Confidential Information

11.1 Disclosure and Use. Both parties agree that this Agreement, the Exhibits attached hereto, the terms and conditions set forth herein, the Stamps.com Software documentation and other technical information provided are Confidential Information (with the Stamps.com Software documentation and other information provided by Stamps.com related to the Stamps.com Software shall be Stamps.com Confidential Information). The Confidential Information disclosed by either party (“Disclosing Party”) to the other (“Receiving Party”) constitutes the confidential and proprietary information of the Disclosing Party and the Receiving Party agrees to treat all Confidential Information of the other in the same manner as it treats its own similar proprietary information, but in no case will the degree of care be less than reasonable care. The Receiving Party shall use Confidential Information of the Disclosing Party only in performing its obligations under this Agreement and shall retain the Confidential Information in confidence and not disclose to any Third Party (except as authorized under this Agreement) without the Disclosing Party’s express written consent. The Receiving Party shall disclose the Disclosing Party’s Confidential Information only to those employees and contractors of the Receiving Party who have a need to know such information for the purposes of this Agreement, and such employees and contractors must be bound by this Agreement or have entered into agreements with the Receiving Party containing confidentiality provisions covering the Confidential Information with terms and conditions at least as restrictive as those set forth herein.

11.2 Exceptions. Notwithstanding the foregoing, each party’s confidentiality obligations hereunder shall not apply to information which:

1. is already known to the Receiving Party prior to disclosure by the Disclosing Party;
2. becomes publicly available without fault of the Receiving Party;
3. is rightfully obtained by the Receiving Party from a Third Party without restriction as to disclosure, or is approved for release by written authorization of the Disclosing Party;
4. is developed independently by the Receiving Party without use of or access to the Disclosing Party’s Confidential Information; or
5. is required to be disclosed by law or governmental regulation, provided that the Receiving Party provides reasonable notice to Disclosing Party of such required disclosure and reasonably cooperates with the Disclosing Party in limiting such disclosure.

11.3 Remedies. Notwithstanding any other provision of this Agreement, Stamps.com shall be entitled to seek a court injunction for the sole purpose of suspending or terminating the license granted hereunder to Customer to protect its interests in the event of any breach or threatened breach by Customer of this Section 11. Nothing stated herein shall be construed to limit any other remedies available to the parties.

Section 12. General Terms

12.1 Force Majeure. Except with respect to payment obligations, neither party shall be liable for any failure of performance or equipment due to causes beyond such party’s reasonable control, including but not limited to: acts of God, fire, flood or other catastrophes; any law, order, regulation, direction, action, or request of any governmental entity or agency, or any civil or military authority; national emergencies, insurrections, riots, wars; unavailability of rights-of-way or materials; or strikes, lock-outs, work stoppages, or other labor difficulties.

12.2 Basis of Bargain. Stamps.com and Customer acknowledge that Stamps.com has set its Fees and entered into this Agreement in reliance upon the disclaimers of warranties and limitations of liability and damages as set forth in this Agreement, and that such provisions form an essential basis of the bargain between the parties and do not cause this Agreement, or the remedies available hereunder, to fail of its or their essential purpose.

12.3 Assignment; Binding Effect. This Agreement may not be transferred or assigned by either party without the express written consent of the other, except to an acquirer of more than fifty percent (50%) of the assigning party’s outstanding voting capital stock or to a purchaser of all or substantially all of the assigning party’s assets. Notwithstanding the foregoing or any other provision of this Agreement, Customer may not assign, sublicense, delegate or transfer this Agreement or any of its rights or obligations under this Agreement to any competitor of Stamps.com. Any purported transfer or assignment in contravention of this Section shall be null and void. This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

12.4 Notices. Any notice hereunder shall be deemed properly given when delivered, if delivered in person, or sent via facsimile (with confirmation of receipt), overnight courier, certified or registered mail (postage prepaid) to Customer at the address provided to Stamps.com or to Stamps.com at: Stamps.com Inc., ATTENTION: PDK Support, 1990 E. Grand Ave, El Segundo, CA 90245-5013; facsimile number (310) 482-5900. Each party must notify the other party of any changes to its address in accordance with this Section.

12.5 Publicity. Notwithstanding anything herein to the contrary, Customer acknowledges that Stamps.com may desire to reference Customer in product brochures, financial reports and prospectuses, or on the Stamps.com web site indicating that Customer is a customer of Stamps.com, and Customer hereby grants Stamps.com a right to use the Customer’s trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer’s trademark/logo usage guidelines, if any, provided by Customer to Stamps.com. In addition, subject to its own resource constraints and satisfaction with the Stamps.com Software and service, Customer consents to Stamps.com identifying it as a reference for Stamps.com customer prospects’ inquiries.

12.6 Governing Law. This Agreement shall be governed by and construed in accordance with applicable federal law and the laws of the State of California, without regard to conflicts of laws principles. The parties agree to the exclusive jurisdiction and venue of the California state courts and United States federal courts serving Los Angeles, California.

12.7 Amendment; No Waiver. Except as otherwise expressly provided herein, any provision of this Agreement may be amended or modified and the observance of any provision of this Agreement may be waived (either generally or any particular instance and either retroactively or prospectively) only with the written consent of the parties. No failure by either party to enforce any rights hereunder shall constitute a waiver of such right then or in the future.

12.8 Headings. Headings and captions are for convenience only and are not to be used in the interpretation of the Agreement.

12.9 Prevailing Party. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorney’s fees and costs in connection with such action.

12.10 Independent Contractors. The relationship of Stamps.com and Customer established by this Agreement is that of independent contractors and nothing in this Agreement shall be construed (a) to give either party the power to direct or control the day to day activities of the other or (b) to constitute the parties as partners, franchisees, joint venturers, co-owners or otherwise as participants in a joint or common undertaking. Further, nothing in this Agreement shall prevent Stamps.com from licensing or providing the Stamps.com Software or similar services to any Third Party or from engaging in any development of software or products similar in any manner to the Stamps.com Software provided hereunder.

12.11 Equitable Relief. The parties agree that a material breach of this Agreement adversely affecting Stamps.com’s proprietary rights in the Stamps.com Software would cause irreparable injury to Stamps.com for which monetary damages would not be an adequate remedy and that Stamps.com shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law.

12.12 Export Compliance. The rights and obligations of Customer regarding the Stamps.com Software shall be subject to such applicable United States and foreign laws and regulations governing licenses, delivery or export of technology or content abroad.

12.13 Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the economic intent of the parties, and the remainder of this Agreement will continue in full force and effect.

12.14 Counterparts. This Agreement may be executed in counterparts and by telecopy, each of which shall be considered an original, but all of which taken together shall constitute one and the same instrument.

12.15 Entire Agreement. This Agreement, including the Exhibits attached hereto, constitutes the entire agreement of the parties concerning its subject matter and supersedes any and all prior or contemporaneous, written or oral negotiations, correspondence, understandings and agreements between the parties respecting the subject matter of this Agreement.