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LICENSE AGREEMENT

AccuZIP Inc. License Agreement

Service-Level Agreement – RESTful API

This ACCUZIP, INC. Agreement ("Agreement") is an agreement between you (“Licensee”) and ACCUZIP, INC. and it’s Development Partners ("AccuZIP") and shall govern Licensee’s use of this AccuZIP proprietary computer software product (the "Product"). "Software" includes the executable computer programs and any related printed, electronic and online documentation and any other files that may accompany the product. INCORPORATED IN THE PRODUCT IS A CONFIDENTIAL AND PROPRIETARY DATABASE PRODUCT DEVELOPED BY THE UNITED STATES POSTAL SERVICE (USPS). PLEASE READ THIS AGREEMENT FULLY BEFORE INSTALLING, COPYING, DOWNLOADING OR OTHERWISE USING THE PRODUCT.

AGREEMENT.

ACCUZIP IS WILLING TO LICENSE THE PRODUCT TO LICENSEE ONLY UPON THE CONDITION THAT LICENSEE ACCEPTS ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. BY CLICKING THE "ACCEPT" BUTTON, OR BY INSTALLING OR USING THE PRODUCT, LICENSEE IS CONSENTING TO BE BOUND BY THE AGREEMENT. IF LICENSEE DOES NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT CLICK THE "ACCEPT" BUTTON, AND DO NOT INSTALL OR USE ANY PART OF THE PRODUCT.

1. Entire Agreement. This Agreement shall constitute the entire agreement between Licensee and AccuZIP governing Licensee’s use of the Product. If Licensee previously has executed a License Agreement for the Product with AccuZIP, the terms and conditions of this License Agreement shall supersede the terms and conditions of any previous License Agreement.

2. Grant of License. In consideration of Licensee completion of the registration form for the Product and for other good and valuable consideration, AccuZIP grants to Licensee a non-exclusive non-transferable license to use the Product consistent with the terms and conditions of this Agreement.

3. License Transfers. A License (“License”) is defined as a software package in its entirety (i.e. AccuZIP6 Standard Edition, AccuZIP6 Business Edition, AccuZIP6 Full-Service Edition, AccuZIP6 Professional Edition) or any AccuZIP add-on module such as but not limited to Palletization, Manifest Mail, Media Mail ®, RDI™ , NCOALink®, ANKLink®, Z4Change, ACS™, Tags Module, AccuGeocoder, iAccuTrace® or any other software product sold separately). The transfer of a License is subject to these terms and conditions: A License must be transferred in its entirety. If License is for a software package, the software package must be transferred as a whole in its entirety. If License is for an add-on module purchased separately (not part of a software package), this License can be transferred separately. (Example 1: An AccuZIP6 Business Edition can be transferred to a new computer in its entirety. The NCOALink® portion of the AccuZIP6 Business Edition cannot be transferred separately. Example 2: The AccuZIP Tags Module, if purchased separately and not as part of a software package, can be transferred individually to another License of AccuZIP6. Example 3: The Palletization Suite portion of the AccuZIP6 Professional Edition cannot be transferred to another License. If the Palletization Suite was purchased separately and not as part of a software package, the Palletization Suite module can be transferred to another AccuZIP6 License. AccuZIP, Inc. will not allow License transfers where the Licensee's maintenance agreement has lapsed. AccuZIP, Inc. will limit the Licensee to a maximum of Six (6) License transfers annually. This is free of charge. Additional License transfers within this period will be required to purchase an additional License. Additional Licenses must be prorated to expire at the same time as the main license. Certain add-on modules such as but not limited to Palletization, Manifest Mail, Media Mail ®, Z4Change, AccuGeocoder or any other software product sold separately may require a minimum purchase of one (1) year. Pricing available upon request.

4. Ownership of Software. Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively with the Vendor. Intellectual property rights include the look and feel of the Software. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Software. The Product and accompanying documentation (the "Documentation") is protected by the copyright laws of the United States, international copyright treaties and other intellectual property laws and treaties. Licensee
acknowledges that the Product and Documentation is the valuable property and a trade secret of AccuZIP and in addition, the USPS Product incorporated in the software is a valuable confidential, proprietary and a trade secret of the USPS. All right, title and interest to the Product, documentation and any copies thereof shall remain solely and exclusively with AccuZIP. All right, title and interest to the USPS Product shall remain solely and exclusively with the USPS. Licensee further agrees that the USPS Product is confidential and proprietary to the USPS and shall remain the property of the USPS. In addition, Licensee will not use the USPS Product technology incorporated in the Product to artificially compile a list of delivery points not already in Licensee possession or to create other derivative products based upon information received or through the USPS Product technology. The Product shall not be used to facilitate creation of address lists artificially.

5. Use Restrictions. Work Station/Server License: The Product is authorized for use by Licensee on one (1) single Computer, such as a Work Station or on one (1) Server in Licensee Organization. Licensee may use the software on up to two (2) processors on that Computer or Server at one time. Licensee may not use the Product, or permit any Device to access the Product more than one instance at a time or on more than one Computer or Server at a time, unless a Site License and/or Multi-User License has been purchased and licensed from AccuZIP for each additional instance(s) needed. The Software may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies.

Web License: The Product cannot be used in an Internet environment. For Internet installations a separate Internet License(s) must be purchased and licensed from AccuZIP.

Licensee may not make copies of, or distribute any parts of the Product, except one (1) single copy for backup, archival and disaster recovery purposes. Licensee may not rent, lend or lease the Product. Licensee may not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works from or based on the Product. Licensee may not bundle the Product or portions thereof, link, incorporate, or launch the Product from any third party application without prior written consent from AccuZIP. Licensee may not utilize the Product to create or develop (or cause or permit third parties to create or develop), any products which compete with AccuZIP products.

Licensee must comply with all applicable laws, rules and regulations applicable to the use of the Product. Licensee must maintain all copyright notices and other proprietary notices as presently displayed on the Product.

6. The term of this Agreement will begin on Acceptance and is perpetual.

7. Termination. This Agreement is effective until terminated. This agreement will terminate automatically without notice from AccuZIP if Licensee fails to comply with any of the provisions set out herein. Upon termination Licensee shall destroy/purge from Licensee Work Station or Server the written materials and all copies of the Product and Documentation.

8. Force Majeure. The Vendor will be free of liability to the Licensee where the Vendor is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake, typhoon, flood, fire, pandemic and war or any other unforeseen and uncontrollable event where the Vendor has taken any and all appropriate action to mitigate such an event.

9. Maintenance. If AccuZIP offers maintenance for the Product, the terms of such maintenance, including any applicable fees, shall be set out in a separate agreement between Licensee and AccuZIP. In the absence of such maintenance agreement, AccuZIP shall be under no obligation to maintain or support the Product.

10. Substitution and/or Withdrawal of Product. AccuZIP reserves the right to substitute or withdraw the licensed Product. In the event that AccuZIP substitutes a Product to fulfill a subscription and Licensee is dissatisfied with the substituted Product, Licensee may return the substituted Product for a full refund of the unamortized license fee paid by Licensee to AccuZIP. In the event that AccuZIP withdraws the Product licensed hereunder, Licensee will receive a full refund of the unamortized license fee paid by Licensee to AccuZIP.

THIS REFUND IS LICENSEE’S SOLE REMEDY IN THE EVENT OF A SUBSTITUTION OR WITHDRAWAL OF THE PRODUCT BY ACCUZIP.

11. No Warranty. THE PRODUCT IS PROVIDED "AS IS" AND "WHERE IS." USE OF THE PRODUCT IS AT LICENSEE’S OWN RISK. AccuZIP does not warrant that use of the Software will be uninterrupted or error-free. The Licensee accepts that software in general is prone to bugs and flaws. TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, ACCUZIP DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ACCUZIP DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATION REGARDING THE USE OR RESULTS OF THE PRODUCT. NEITHER USPS NOR ACCUZIP MAKE ANY GUARANTEES, REPRESENTATIONS, OR WARRANTIES RESPECTING THE USPS DATA, EITHER EXPRESSED OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, EFFECTIVENESS, COMPLETENESS, ACCURACY OR FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES SHALL ACCUZIP, TO THE MAXIMUM EXTENT ALLOWABLE UNDER LAW, BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHERWISE) ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCT EVEN IF ACCUZIP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES; THEREFORE, THE FOREGOING LIMITATION MAY NOT APPLY TO LICENSEE.

12. Remedy. ACCUZIP’S TOTAL LIABILITY AND LICENSEE’S SOLE AND EXCLUSIVE REMEDY UNDER THIS LICENSE AGREEMENT SHALL BE, AT ACCUZIP’S OPTION, EITHER: (A) A REFUND OF THE UNAMORTIZED LICENSE FEES PAID TO ACCUZIP HEREUNDER; (B) REPLACEMENT OR REPAIR OF THE PRODUCT, OR (C) IF NO LICENSE FEES WERE PAID TO ACCUZIP FOR THE PRODUCT, TEN DOLLARS ($10.00) (U.S.).

13. Export Restrictions. IN COMPLIANCE WITH USPS REGULATIONS, LICENSEE AGREES NOT TO DIRECTLY OR INDIRECTLY EXPORT OR RE-EXPORT OR KNOWINGLY PERMIT THE EXPORT OR RE-EXPORT OF THE PRODUCT TO ANY COUNTRY OUTSIDE THE BOUNDARIES OF THE UNITED STATES OF AMERICA OR ITS TERRITORIES. LICENSEE IS SPECIFICALLY PROHIBITED FROM DOWNLOADING THE PRODUCT TO A LOCATION OUTSIDE THE UNITED STATES.

14. Users Outside of the United States and its Territories. If Licensee is a user located outside of the United States or its territories, Licensee agrees that Licensee will be using the USPS database incorporated in the Product to prepare mailings for submission to the U.S. Postal Services in the United States.

15. Hold Harmless. Licensee shall indemnify AccuZIP and its officers, employees and agents from all claims whatsoever alleging loss, costs, expenses, damages or injuries (including injuries resulting in death) arising out of Licensee’s use of the Product. Licensee shall indemnify USPS and its officers, employees and agents from all claims whatsoever alleging loss, costs, expenses, damages or injuries (including injuries resulting in death) arising out of Licensee’s use of the USPS Data. Licensee shall indemnify AccuZIP and its officers, employees and agents from all claims whatsoever alleging loss, costs, expenses, damages or injuries (including injuries resulting in death) arising out of Licensee’s use of USPS Data, including any such claims made by USPS. Licensee agree to indemnify, defend and hold AccuZIP harmless from any and all losses, expenses, damages, penalties or costs arising from Licensee failure to comply with the USPS export restrictions prohibiting the export of the Product including the USPS Product incorporated therein or the use restrictions in regard to the use of the USPS Product incorporated in the Product outlined in Article 3 above, including any costs or losses imposed by the USPS upon AccuZIP for Licensee failure to comply with the export restrictions or the USPS Product technology use restrictions.

16. Choice of Law. This agreement shall be governed by the laws of the State of Texas.
17. Contact. If Licensee has any questions concerning this Agreement contact:

ACCUZIP, INC.
2450 SOUTH SHORE BLVD, SUITE 125 LEAGUE CITY, TX 77573-2996
800-233-0555

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Thanks very much for your help. As always, you guys have the best tech support I have ever run into.
S.S., Allegheny, PA