pbSmart™ Products Terms and Conditions

pbSmart™ Codes Terms & Conditions

TERMS OF USE

THESE TERMS OF USE ("TERMS OF USE") DESCRIBE THE CONDITIONS SUBJECT TO WHICH PITNEY BOWES INC. ("WE", "US" OR "PITNEY BOWES") OFFERS YOU ("YOU" OR A "USER") ACCESS TO THE pbSmart Codes WEBSITE (THE "pbSmart Codes WEBSITE"), AND THE SERVICES AVAILABLE ON THE pbSmart Codes WEBSITE (THE "SERVICES"). BY CLICKING THE "I AGREE" BUTTON ON THE pbSmart Codes WEBSITE YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, AND THAT YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN, AS AMENDED FROM TIME TO TIME BY PITNEY BOWES IN ITS SOLE DISCRETION. IF YOU DO NOT AGREE TO BE BOUND BY ANY OF THE TERMS AND CONDITIONS OF THESE TERMS OF USE, YOU MAY NOT USE THE pbSmart Codes WEBSITE OR THE SERVICES.

1. Acceptance of Terms of Use.

This agreement constitutes a legally binding agreement between you and Pitney Bowes. By accessing or using the pbSmart Codes Website or the Services, you acknowledge that you have read, understood and agree to be bound by these Terms of Use and the terms of our privacy statement located at https://www.pb.com/legal/privacy-statement.shtml (the "Privacy Statement"), which, as amended from time to time, is incorporated into these Terms of Use. If you do not agree to these Terms of Use, you may not use the pbSmart Codes Website or the Services. You should check these Terms of Use and the Privacy Statement periodically. By posting updated versions of these Terms of Use and/or the Privacy Statement on the pbSmart Codes Website, or otherwise providing notice to you, Pitney Bowes may modify these Terms of Use, the Privacy Statement or any Services in its sole discretion. All changes will become effective upon the posting of revisions on the pbSmart Codes Website or upon your receipt of notice from Pitney Bowes. By accessing or using the pbSmart Codes Website or these Services after these Terms of Use and/or the Privacy Statement are revised, you accept those revisions.

2. User Requirements.

a. Users must be at least eighteen (18) years of age. By using the pbSmart Codes Website and/or the Services, you represent and warrant that you are not less than eighteen (18) years of age and that your use of the pbSmart Codes Website and/or Services does not violate any applicable law or regulation. We may terminate these Terms of Use with you without warning if we have reason to believe you are less than eighteen (18) years of age.

b. We will accept the instructions of any individual who claims to be authorized to direct changes to your account so long as such person presents your username and password or provides other appropriate account identifying information to us. Pitney Bowes will not be responsible or liable for the actions of any individuals who misuse your pbSmart Codes Account (as defined below) or other assets using your username and password or other appropriate account identifying information.

c. When you sign up to the pbSmart Codes Website on behalf of a business with which you are associated, you represent and warrant that you, as the individual who completed the registration and verification processes for such business, (i) have the authority to provide such information, (ii) that the information you have provided to us is true and correct, and (iii) you have full power and authority to act on behalf of that business entity and to bind it to these Terms of Use.

3.Registration and Services Use.

a. To utilize the pbSmart Codes Website and the Services, you will be required to set-up an account with us (a "pbSmart Codes Account"). When you create a pbSmart Codes Account, you are required to:

(i) provide true, accurate, current and complete information about your company, as prompted by the pbSmart Codes Website registration form while creating a pbSmart Codes Account and prior to using the Services (the "Registration Information"), and

(ii) maintain and promptly update the Registration Information to keep it true, accurate, current and complete. If you provide any information we believe to be untrue, inaccurate, not current or incomplete, we may suspend or terminate your pbSmart Codes Account and remove your access to the pbSmart Codes Website and/or the Services.

You will create a password for your pbSmart Codes Account when completing the registration process and providing the Registration Information. As part of the registration process, you will be asked to select a username and password. We may refuse to grant a username that impersonates someone else, is or may be illegal, is or may be protected by trademark or other proprietary rights law, is vulgar or otherwise offensive, or may cause confusion, as determined by us in our sole discretion. You are responsible for maintaining the confidentiality of your username and password and pbSmart Codes Account and are fully responsible for all activities that occur under your password or pbSmart Codes Account. You agree to notify us immediately of any unauthorized use of your password or pbSmart Codes Account, or if you believe your password has been lost or stolen or subject to any other breach of security.

c. Through the pbSmart Codes Website and the Services, we will provide you with the ability to create advertising and marketing materials ("Customer Materials") containing quick response code technology ("QR Codes") through our proprietary developed templates (the "pbSmart Codes Templates"). The QR Codes will contain instructions and information that determine what occurs when a QR Code is scanned by mobile device users (the "Code Content"). We will print Customer Materials containing the QR Codes in one of our specified sizes chosen by you, and in the number of copies chosen by you (the "Printed Materials"). We will deliver the Printed Materials to you at the location you designate to us during the order process.

4. Use of Wireless Devices.

You acknowledge and agree that SMS, WAP and mobile services are provided via wireless systems which use radios (and other means) to transmit communications over complex networks. We do not guarantee that your use, or any User's use, of such features will be private or secure, and we are not liable to you for any lack of privacy or security you may experience. You are fully responsible for taking precautions and providing security measures best suited for your situation and intended use of the pbSmart Codes Website and/or the Services. Separate charges for mobile services from mobile carriers may apply to individuals' use of QR Codes, and we are not responsible or liable for any such charges.

5. Fees and Payment.

a. Subscription Fees. For the Services, in the absence of any special offer, discount or promotion to the contrary, you will pay monthly subscription fees, or such other fees agreed upon by Pitney Bowes and you, as evidenced by your selection of options during registration on the pbSmart Codes Website ("Subscription Fees"), and the applicable Subscription Fees or other fees shall be determined in accordance with the fee schedule that Pitney Bowes sets forth from time to time in its sole discretion on the pbSmart Codes Website (the "Fee Schedule").

b. Click Charges. In addition to the subscription fees described in subsection (a) above, and in accordance with your applicable Fee Schedule, you will be entitled to receive a certain number of "clicks" by mobile device users with a QR code reader or similar or successor equipment on the QR Code of your Customer Materials (each, a "Click") at no additional charge. In the event that the number of Clicks exceeds the applicable number in your Fee Schedule, you will be responsible for paying a charge for any additional Clicks (a "Click Charge") at the rate set forth in your applicable Fee Schedule.

c. Payment. You will pay the Subscription Fees monthly in advance until your account is terminated, by providing Pitney Bowes with your valid credit card and authorization to charge such credit card the fees in accordance with the Fee Schedule. Charges will be made to your credit card on the date you first open your account, and for each subsequent month on the same day of the month that you first opened your account. We will tabulate any overage of Clicks you incur following the end of each month at the rate set forth in your applicable Fee Schedule. When the overage of Clicks equals ten dollars (US$10.00), we will charge the Click Charge to your credit card. Pitney Bowes may, at any time, and from time to time, in its sole discretion, offer discounts or promotions that affect the fees to be paid under any applicable Fee Schedule, and in order to qualify for such discounts or promotions, Users may have to comply with separate terms and conditions.

d. Credit Card Authority. Any individual using a credit card represents and warrants that he or she is authorized to use such credit card and that any and all charges may be billed to such credit card and will not be rejected. In the event that the credit card used for payment expires, you will immediately provide Pitney Bowes with the relevant credit card information for any successor credit card or a different valid credit card.

d. Reimbursement. If you utilize the Services for any part of your subscription period, payment is due for the full subscription period, and Pitney Bowes will not reimburse you in the event that you cancel or otherwise terminate these Terms of Use during the subscription period. Any prepayment of your Subscription Fees will be non-refundable, and Pitney Bowes will not reimburse you in the event that you cancel or otherwise terminate these Terms of Use.

e. Changing Pricing Levels. For any month for which you have already paid during which you increase your number of active campaigns to an amount that causes you to go to another pricing level in the Fee Schedule, you will be required to (i) pay fees in a prorated amount at the higher level rate on or before the date due for payment for the following month, and (ii) pay fees for the next subsequent month at the new higher pricing level. For any month for which you have already paid during which you decrease your number of active campaigns to an amount that causes you to go to a lower pricing level in the Fee Schedule, Pitney Bowes will have no responsibility to, and will not, refund and/or reimburse you in any manner for such decreased Services in that month; however, Pitney Bowes will appropriately charge you at the applicable lower pricing level on the next subsequent due date.

f. Non-Payment; Sales Tax. If Pitney Bowes is for any reason unable to effect automatic payment via your credit card, we will attempt to notify you via email and the Services provided to you will be disabled until payment is received. Amounts paid for the Services, including prepayments, are not refundable. Pitney Bowes is required to collect and remit sales tax from its customers located in jurisdictions where software delivered as a service is taxable and where Pitney Bowes is deemed to have a tax nexus.

g. Changes to Fee Schedule. You are responsible for reviewing the Fee Schedule from time to time. The Fee Schedule is subject to change at any time in Pitney Bowes' sole discretion. Pitney Bowes will use good faith efforts to notify you prior to the effectiveness of any changes to the Fee Schedule.

6. Acceptable Use.

a. With regard to the Customer Materials and any information you provide in connection with Code Content, you agree to remain solely responsible, and agree to not submit or otherwise communicate materials that are unlawful, defamatory, abusive, harassing or obscene, or that will result in consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity. You also agree that you will not communicate anything to the pbSmart Codes Website or in connection with the Services, or place anything on any website linked to the Code Content, that violates any right of a third party, including copyright, trademark, privacy or other personal or proprietary right.

b. You will not post, disclose or otherwise make available, personally identifiable information of a third party in any information you provide in connection with Code Content or elsewhere in connection with the pbSmart Codes Website or the Services, unless you have permission to do so.

c. You agree that you will not use the pbSmart Codes Website or the Services for the sending of unsolicited email, and you will comply in all respects to the legal requirements of the CAN SPAM Act of 2003 and all applicable regulations.

7. Prohibited Content and Activities.

a. Pitney Bowes prohibits the use of the pbSmart Codes Website or the Services by any person or entity for:

(i) providing, selling or offering to sell illegal goods or services;

(ii) providing, selling or offering to sell pornography, sexually explicit material or adult sexual novelty items;

(iii) posting or disclosing any personally identifying information or private information about children without their consent (or their parents' consent in the case of a minor);

(iv) providing escort or dating services;

(v) providing, selling or offering to sell pharmaceutical, homeopathic, or "natural" health products, and/or nutritional, herbal or vitamin supplements;

(vi) providing online trading, day trading tips, or stock market related content;

(vii) providing or promoting gambling products or services;

(viii) providing or promoting multi-level and/or affiliate marketing programs or schemes; or

(ix) providing or promoting credit repair, get-out-of-debt information or programs, mortgages and/or loans, or real estate prospecting or listing.

You agree that you will not use the pbSmart Codes Website, the Services or create any Printed Materials in connection with any of the above-referenced content or activities.

b. You further represent, warrant and agree that, while using the pbSmart Codes Website and/or the Services, you will not: (a) impersonate any person or entity, whether actual or fictitious, or misrepresent your affiliation with any other person or entity; (b) insert your own or a third party's advertising, branding, or other promotional content into the pbSmart Codes Website or the Services, or use, redistribute, reuse, republish, repurpose, or otherwise exploit such content or service for any purpose or reason, including without limitation, further commercial or promotional purposes; or (c) attempt to gain unauthorized access to other computer systems through the pbSmart Codes Website or the Services.

c. You represent, warrant and agree that you will not:

(i) Engage in spidering, "screen scraping," "database scraping," harvesting of email addresses, wireless addresses, or other contact or personal information, or any other automatic means of data retrieval, obtaining lists of users or other information from the pbSmart Codes Website, including without limitation any information residing on any server or database connected to the pbSmart Codes Website or the Services;

(ii) obtain or attempt to obtain unauthorized access to computer systems, materials, or information through any means;

(iii) use the pbSmart Codes Website or the Services in any manner that could damage, disable, overburden, or impair the pbSmart Codes Website or the Services or interfere with any other party's use and enjoyment of the pbSmart Codes Website or the Services;

(iv) remove, conceal, edit, copy or otherwise alter any trademark, copyright or other proprietary rights notice or any other mark or source identifier included in any content or features made available on or through the pbSmart Codes Website or the Services (for example, in any Podcast, photograph, or text);

(v) attempt (or assist anyone else's attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the pbSmart Codes Website or the Services, or any content thereof, bypass our tools or services to interfere or attempt to interfere with the proper working of the Services or instruct or authorize any third party to do so, or make any unauthorized use thereof; or

(vi) transmit, or otherwise introduce, any viruses, worms, defects, Trojan horses, or any items of a destructive nature through your use of the pbSmart Codes Website or the Services.

d. You represent and warrant that you have all licenses necessary to sell, distribute and advertise the goods and services you offer in connection with the pbSmart Codes Website or the Services.

8. Termination, Disabling Access and Removing Content.

a. Pitney Bowes may terminate these Terms of Use at any time for any reason. In addition, you agree that Pitney Bowes, in its sole discretion, may terminate your pbSmart Codes Account, use of the Services, passwords or other access information, for any reason, including, without limitation, if we believe you have violated any applicable laws, regulations, or the Acceptable Use provision, the Prohibited Conduct and Activities provision, the Fees and Payment provision, or any other provision of these Terms of Use. Pitney Bowes may also, in its sole discretion, and at any time, suspend or discontinue providing the Services or access to the pbSmart Codes Website, or any part thereof. In the event that Pitney Bowes terminates these Terms of Use, or terminates or suspends your pbSmart Codes Account or your access to the Services without cause, we will refund appropriate amounts on a pro rata basis, based upon the services you have ordered, and the manner in which you have paid, whether by subscription, or otherwise. Pitney Bowes will have no responsibility to, and will not, refund and/or reimburse you in any manner if it terminates these Terms of Use due to your violation of one or more terms of these Terms of Use or if you terminate these Terms of Use. Once terminated, we may remove any of your pbSmart Codes Account Information, electronic communications and related data and files from the pbSmart Codes Website and any other storage.

b. You may cancel your pbSmart Codes Account at any time and have your information deleted from our records. To cancel your pbSmart Codes Account, log in to your account and fill in a cancellation form.

c. You agree that any termination or suspension of your access to your pbSmart Codes Account, the pbSmart Codes Website or the Services under any provision of these Terms of Use may be effected without prior notice.

d. Pitney Bowes reserves the right to intercept, block, restrict or suspend access to and remove content from the pbSmart Codes Website and/or your pbSmart Codes Account to prevent harm to the pbSmart Codes Website, the Services, Pitney Bowes or any other user's pbSmart Codes Account or if it believes that you have violated any laws, regulations or terms and conditions of these Terms of Use, without prior notice and in Pitney Bowes' sole discretion.

e. If we have terminated these Terms of Use or your pbSmart Codes Account, or disabled your access to the pbSmart Codes Website or the Services, for cause, you may not further utilize a pbSmart Codes Account, the pbSmart Codes Website or any Services, for any reason or in any manner. Once your use or access to your pbSmart Codes Account, the pbSmart Codes Website or the Services has been terminated or disabled, you may not thereafter use a pbSmart Codes Account, the pbSmart Codes Website or the Services under a new username or identity. In the event that you do return, or attempt to return, to a pbSmart Codes Account, the pbSmart Codes Website or the Services after your use or access has been terminated or disabled, you will be deemed to have breached these Terms of Use, and we reserve the right to obtain reimbursement from you for any costs and expenses incurred to enforce the terms and conditions of these Terms of Use and otherwise to pursue all rights and remedies available at law or in equity with respect to such breach.

9. Updates, Maintenance and Support.

We may from time to time make available updates, upgrades, enhancements, bug-fixes or other modifications to the pbSmart Codes Website or the Services (collectively, "Modifications"). Such Modifications shall be considered a part of the pbSmart Codes Website or the Services and subject to these Terms of Use, unless such Modifications are accompanied by a separate license in which case the terms of that license will govern. Notwithstanding anything else contained in these Terms of Use, we will have no obligation to continue producing or releasing new versions of the pbSmart Codes Website or the Services or any Modifications thereto. We are solely responsible for providing any maintenance and support services with respect to the pbSmart Codes Website or the Services, as specified in these Terms of Use or required by applicable law. Any User questions, complaints or claims with respect to the pbSmart Codes Website or the Services should be directed to [email protected].

10. Proprietary Rights.

a. This Agreement is for access to the pbSmart Codes Website and use of the Services, and you are not granted any right or license in or to any Pitney Bowes intellectual property, including without limitation, any software. You are prohibited from using, reproducing, copying, in whole or in part, distributing, decompiling, decrypting, reverse engineering, disassembling, displaying, downloading, storing, transmitting, distributing, selling or otherwise commercially exploiting any part of the pbSmart Codes Website, the Services or any Pitney Bowes or Pitney Bowes licensor's software.

b. As between you and us, we or our licensors, as applicable, own, solely and exclusively, all rights, title and interest in and to the pbSmart Codes Website, the Services, software utilized in furtherance of the pbSmart Codes Website or the Services, any code, data and materials incorporated therein, the look and feel, design and organization of the pbSmart Codes Website and the Services, all the content other than User Content, and the compilation of the content, code, data, and materials on the pbSmart Codes Website and the Services, including but not limited to any copyrights, trademark rights, patent rights, database rights, moral rights, sui generis rights and other intellectual property and proprietary rights therein. Your use of the Services does not grant to you ownership of any content, code, data, or materials you may access on or through the Services.

c. You may access and view the content on the pbSmart Codes Website or the Services on your computer or other device, and make single copies or prints of the content on the pbSmart Codes Website or the Services at your own risk and for your use, provided that you keep intact all copyright and other proprietary notices contained therein and use the same in accordance with all restrictions applicable to your use of the Services in general.

11. Trademarks, Copyrights and Copies.

a. The trademarks, service marks, logos and trade dress of Pitney Bowes used on the pbSmart Codes Website are the intellectual property of Pitney Bowes and/or its affiliates and subsidiaries in the United States and throughout the world (collectively "Marks"). All third party trademarks on the pbSmart Codes Website are the property of their respective owners and are used under applicable law or with the owners' permission. Except as provided by applicable law, the Marks may not be used and/or reproduced without the written permission of Pitney Bowes. Those uses that are authorized must comply with Pitney Bowes' trademark usage guidelines (provided when necessary upon request). The images, text, organization and layout (collectively "Materials") of the pbSmart Codes Website, and the pbSmart Codes Templates, including any images and text contained therein and in any Customer Materials produced in connection with the pbSmart Codes Templates, are the exclusive property of Pitney Bowes Inc. or its licensors, and are copyrighted and protected by worldwide copyright laws and treaty provisions. Except as permitted in accordance with applicable law, Pitney Bowes does not authorize any downloading, distribution or republication of any Materials on or from the pbSmart Codes Website, without prior written permission. Pitney Bowes will enforce its intellectual property rights to the fullest extent permitted under applicable law.

b. Because any republication or other copying of the Customer Materials could violate Pitney Bowes' or its licensors' rights as described above with respect to ownership of intellectual property contained in the pbSmart Codes Templates and in Customer Materials, you are expressly prohibited from republishing or otherwise copying the Customer Materials and/or distributing them to third parties. Any such republication or copying shall be a violation of these Terms of Use, and may subject you to damages for violation of intellectual property rights and the obligation to indemnify us for any losses to us caused, in whole or in part, by your violation of this section.

12. Patent Notice.

Certain functionality and services that may be provided as part of pbSmart Codes, the pbSmart Codes Website and/or through Services are protected by U.S. Patent 7,774,283, Method and System for Using a Camera Cell Phone in Transactions.

13. The Digital Millennium Copyright Act of 1998 (the "DMCA").

a. In accordance with the DMCA, we will assist in providing recourse for you if you are a copyright owner who believes that materials appearing on the pbSmart Codes Website infringe your copyright. If this is the case, you or your agent may submit a formal Notice of Copyright Infringement containing the following information: (i) identification of what is being infringed, (ii) where the infringements are located, (iii) who is complaining, (iv) how he or she may be contacted, (v) a signed statement of good faith belief that the material is infringing, and (vi) a signed statement made under threat of perjury that the information provided is accurate and the complaint is authorized by the copyright holder.

b. All Notices of Copyright Infringement related to the pbSmart Codes Website or the Services should be sent only to our Copyright Agent by email, fax or mail at: Kathy Belleaux Email: [email protected], Facsimile: (203) 460-5788, or Pitney Bowes Inc., One Elmcroft Road, Stamford, Connecticut 06926.

c. If we remove any of your content due to our receipt of a Notice of Infringement, you may supply a counternotice to our Copyright Agent at the contact information above. Any counternotice must include the following: (i) a signed statement that you have a good faith belief that the removal was a result of a misidentification on our part; (ii) a complete listing of your contact information, and (iii) a consent to jurisdiction in Federal Court. If this counternotice is received by our Copyright Agent, a copy of the counternotice will be sent to the original complaining party

14. Indemnification.

You agree to indemnify and hold harmless Pitney Bowes, its subsidiaries and affiliates, and their respective officers, employees and agents, from any and all third party claims, demands, action, suit or other proceeding, and from any and all damages, losses, liabilities costs and expenses (including, without limitation, court costs, and reasonable legal fees and fees of other professionals), as incurred, arising out of your use of the pbSmart Codes Website and/or the Services, your breach of these Terms of Use, your violation of any applicable law or regulation, and/or your infringement of any intellectual property right(s). We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim and to reimburse us for the reasonable costs and expenses thereof.

15. Disclaimer and Limitation of Liability.

a. EACH OF THE pbSmart Codes WEBSITE AND THE SERVICES ARE BEING PROVIDED "AS IS", WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. PITNEY BOWES, OUR SUBSIDIARIES, AFFILIATES AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR OUR SUPPLIERS SPECIFICALLY DISCLAIMS ANY EXPRESS, STATUTORY, COLLATERAL OR IMPLIED REPRESENTATION, WARRANTIES OR CONDITION, INCLUDING WITHOUT LIMITATION WARRANTIRES OR CONDITIONS OF TITLE, MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR USE AND NON-INFRINGEMENT, AND THOSE ARISING THROUGH A COURSE OF DEALING OR USAGE OR TRADE.

b. WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE pbSmart Codes WEBSITE OR THE SERVICES, AND OPERATION OF THE pbSmart Codes WEBSITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. IN NO EVENT SHALL PITNEY BOWES, OUR AFFILIATES OR ANY OF OUR OR THEIR OFFICERS, DIRECTORS, EMPLOYEES AND SUPPLIERS BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE SERVICES OR THE pbSmart Codes WEBSITE, TELECOMMUNICATIONS SYSTEMS OR THE INTERNET, TECHNICAL MALFUNCTION, COMPUTER ERROR, OR OTHER CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND THAT IS BEYOND OUR CONTROL.

c. IN NO EVENT SHALL PITNEY BOWES OR OUR AFFILIATES OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR ACCESS TO THE pbSmart Codes WEBSITE, THE SERVICES, OR IN CONNECTION WITH THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). WITHOUT LIMITING THE FOREGOING, PITNEY BOWES' MAXIMUM LIABILITY UNDER THIS AGREEMENT SHALL BE FOR DIRECT, FORESEEABLE AND PROVEN DAMAGES IN AN AMOUNT NOT GREATER THAN THE FEES ACTUALLY PAID BY YOU IN RESPECT OF THE TRANSACTION THAT IS THE SUBJECT OF THE CLAIM.

d. YOU UNDERSTAND AND AGREE THAT ANY ALERTS OR REMINDERS PROVIDED TO YOU THROUGH THE pbSmart Codes WEBSITE OR THE SERVICES MAY BE DELAYED OR PREVENTED BY A VARIETY OF FACTORS. WE USE GOOD FAITH, COMMERCIALLY REASONABLE PRACTICES TO PROVIDE ALERTS AND REMINDERS IN A TIMELY MANNER WITH ACCURATE INFORMATION, BUT WE CANNOT GUARANTEE THE DELIVERY OR ACCURACY OF THE CONTENT OF ANY ALERT OR REMINDER. IN NO EVENT WILL PITNEY BOWES OR OUR AFFILIATES OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR ANY (I) DELAYS, FAILURE TO DELIVER, OR MISDIRECTED DELIVERY OF ANY ALERT OR REMINDER; (II) ERRORS IN THE CONTENT OF AN ALERT OR REMINDER; OR (III) ACTIONS TAKEN OR NOT TAKEN BY YOU OR ANY THIRD PARTY IN RELIANCE ON AN ALERT OR REMINDER OR THE FAILURE TO RECEIVE AN ALERT OR REMINDER IN A TIMELY FASHION.

16. Notices.

Except as explicitly stated otherwise, any notice to Pitney Bowes shall be given by email to [email protected] with a registered mail copy to Pitney Bowes Inc., One Elmcroft Road, Stamford CT 06926-0700, ATTN: Chief Counsel, Pitney Bowes Communications Solutions, or in the case of notice to you, to the email address you provide during the registration process for the pbSmart Codes Website or the last email address you provided Pitney Bowes with respect to your pbSmart Codes Account. Notice shall be deemed given twenty-four (24) hours after email is sent, unless the sending party is notified that the email address is invalid.

17. U.S. Government Users.

The pbSmart Codes Website and the Services are "Commercial Items" as that term is defined at 48 C.F.R. 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable. Consistent with 48 C.F.R. 12.212 or 48 C.F.R. 227.7202-1 through 227.7202-4, as applicable, the pbSmart Codes Website and the Services are being licensed to U.S. Government users (a) only as a Commercial Item and (b) with only those rights as are granted to all other users pursuant to the terms and conditions herein.

18. Miscellaneous.

These Terms of Use shall be governed in all respects by the laws of the Province of Ontario without regard to conflict of laws principles.  Both parties submit to jurisdiction of the courts sitting in Toronto, Ontario, and further agree that any cause of action arising under these Terms of Use shall be exclusively brought in such courts. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. If any provision of these Terms of Use is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that these Terms of Use and all incorporated terms and conditions may be assigned by Pitney Bowes in our sole discretion with or without notice to you. You may not assign any of your rights under these Terms of Use to any other person without our prior written consent, which will not unreasonably be withheld. Any attempt by you to assign these rights without our prior consent is void. You may not transfer to any third party any rights you may have to access the pbSmart Codes Website or use the Services. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. Certain of your obligations that by their nature extend beyond the term of these Terms of Use, including your limitation of our liability and indemnification obligations, will survive the termination or expiration of these Terms of Use. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.

 

pbSmartTM Codes MAIL TERMS OF SERVICE

As a pbSmart Codes account holder, you will automatically receive product-related information, periodic announcements and account notifications from pbSmart Codes. You can choose to remove yourself from these communications at any time by clicking on the "Remove" link in the footer of the actual email.

 

pbSmart™ Connections TERMS AND CONDITIONS

TERMS OF USE

THE FOLLOWING TERMS (THIS "AGREEMENT") DESCRIBE THE CONDITIONS PURSUANT TO WHICH PITNEY BOWES INC. ("WE", "US" OR "PITNEY BOWES") OFFERS YOU (A "USER") ACCESS TO THE SERVICES (THE "SERVICES") ON THE SITE, AS DEFINED BELOW. BY CLICKING THE "I AGREE" BUTTON UPON ACCESSING THE SITE YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, AND THAT YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN, AS AMENDED FROM TIME TO TIME BY PITNEY BOWES IN ITS SOLE DISCRETION. IF YOU ARE USING THE SITE, ACCESSING THE SERVICE AND/OR ENTERING INTO THIS AGREEMENT ON BEHALF OF A CORPORATE OR OTHER BUSINESS ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL POWER AND AUTHORITY TO ACT ON BEHALF OF SUCH ENTITY AND TO BIND IT TO THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE THE SITE OR THE SERVICES.

Terms of Use; Acceptance of Contract Terms.

The following are terms of an agreement between you and Pitney Bowes. By accessing, browsing or using pbSmartConnections.com, any related blog, and/or your extranet site (collectively, the "Site") or by logging in to your pbSmartTM Connections account or accessing the Services via any API interface, you acknowledge that you have read, understood and agree to be bound by these terms and the terms of our privacy policy located at https://www.pb.com/legal/privacy-statement.shtml (as updated from time to time). If you do not agree to these terms and/or to the terms of the privacy policy, please do not use the Site or the Services. Users should check these terms of use and the privacy policy periodically. By posting updated versions of the terms of use and/or the privacy policy on the Site, or otherwise providing notice to you, Pitney Bowes may modify the terms of use for the Site, the privacy policy or any Services in its sole discretion. Except as otherwise provided in the Agreement, all such changes shall become effective upon the posting of any such revisions on the Site or upon your receipt of notice from Pitney Bowes, as the case may be. By accessing, browsing or using the Site or Services after these terms of use and/or the privacy policy are revised, you expressly agree to accept those revisions.

User Requirements

a. You agree to provide the Site with accurate information in connection with the purchase of any Service(s) obtained via the Site and in connection with the creation of your account therefor. You further agree to maintain and update such User and/or account information as necessary. You are responsible for maintaining the security of your account, passwords, and files.

b. Users must be at least eighteen (18) years of age. By using the Site and/or the Services, you represent and warrant that you are not less than eighteen (18) years of age and that your use of the Site and/or Services does not violate any applicable law or regulation. Pitney Bowes may terminate its Agreement with you without warning if we have reason to believe you are less than eighteen (18) years of age.

c. Pitney Bowes will accept the instructions of any individual who claims to be authorized to direct changes to your account so long as such person presents your username and password or provides other appropriate account identifying information to Pitney Bowes. Pitney Bowes shall not be responsible or liable for the actions of any individuals who misuse or misappropriate your contact lists or other assets using your username and password or other appropriate account identifying information.

Acceptable Use

a. With regard to the content of any communications you make through this Site or in connection with the Services, you agree to remain solely responsible, and agree to not submit or otherwise communicate materials that are unlawful, defamatory, abusive, harassing or obscene. You also agree that you will not communicate anything to this Site or in connection with the Services that violates any right of a third party, including copyright, trademark, privacy or other personal or proprietary rights.

b. You agree that you will not use the Services for the sending of unsolicited email, and will comply in all respects to the legal requirements of the CAN SPAM Act of 2003 and all applicable regulations.

c. Every email message you send in connection with the Services shall contain a prominent "unsubscribe" link that allows the recipient to permanently remove themselves from your mailing list and prevent further communications from you. Each such link must remain operational for a period of thirty (30) days after the date on which you send the message, and must be in form and substance satisfactory to Pitney Bowes. You will not remove, disable or attempt to remove or disable any such links. You shall monitor and process unsubscribe requests received by you directly within ten (10) days of submission, and update the email addresses to which messages are sent through your Pitney Bowes account. Under the CAN SPAM Act of 2003, you acknowledge that you are responsible for maintaining and honouring the list of unsubscribe requests following termination of your account and this Agreement.

d. You agree that the "from" line of any email message sent by you using the Services will accurately and in a non-deceptive manner identify your organization, your product or your service.

e. You agree that the "subject" line of any email message sent by you using the Services will not contain information that would be likely to mislead a recipient, acting reasonably under the circumstances, about a material fact regarding the contents or subject matter of the message.

f. You agree to include your valid physical address according to the United States Postal Service in any email message you send using the Services.

Prohibited Content and Activities.

Pitney Bowes prohibits the use of the Site and the Services by any person or entity that:

  • Provides, sells or offers to sell illegal goods or services;
  • Provides, sells or offers to sell pornography, sexually explicit material or adult sexual novelty items;
  • Posts or discloses any personally identifying information or private information about children without their consent (or their parents' consent in the case of a minor);
  • Provides escort or dating services;
  • Provides, sells or offers to sell pharmaceutical, homeopathic, or "natural" health products, and/or nutritional, herbal or vitamin supplements;
  • Provides online trading, day trading tips, or stock market related content;
  • Provides or promotes gambling products or services;
  • Provides or promotes multi-level and/or affiliate marketing programs or schemes; or
  • Provides or promotes credit repair, get-out-of-debt information or programs, mortgages and/or loans, or real estate prospecting or listing.
  • You hereby agree that you will not use the Site or Services in connection with, or in furtherance of, any of the above-referenced content or activities.

Non-U.S. Users and Customers.

a. You represent and warrant that with respect to your customers and potential customers who reside outside the United States, in compiling and maintaining your email distribution list, composing and sending email communications via the Services, maintaining applicable links, and collecting information as a result of individuals visiting your website or otherwise, you have complied, and will comply, with all data protection, privacy and electronic communications laws and regulations applicable to the countries into which you are sending any form of email communication via the Services, including without limitation, with respect to Canada, the Fighting Internet and Wireless Spam Act (FISA), with respect to the United Kingdom, the Data Protection Act, and with respect to the European Union, the national laws of the respective member states of the European Union and the regulations relating to the European Union Privacy and Electronic Communications Directive. In this regard, you represent and warrant that you have collected, stored, maintained, used and transferred all data relating to any individual in accordance with all data protection laws and regulations relating to the country in which such individual resides, obtained all necessary consents, and provided all required information in such communications, to enable Pitney Bowes to receive and process that data and forward such communications to that individual on your behalf in compliance with applicable law.

b. In addition, you further agree that in providing services to your customers and potential customers you will: (i) comply with all applicable export control laws and regulations; (ii) ensure that all products, services and technologies received hereunder shall only be exported, re-exported, transferred or otherwise provided, directly or indirectly, in accordance with all applicable laws and regulations; and (iii) that you will not export, re-export, transfer or otherwise provide, directly or indirectly, any products, services (including the Services) and technologies described in this Agreement to any destination or to any person if this would be prohibited, in whole or in part, by any applicable law or regulation.

List Permission Practices.

In connection with the Services, you will access, import or otherwise use only lists for which all listed parties have consented to receive communications from you. You agree that you will not use any purchased or rented lists or any other third party mailing lists in connection with your use of the Services, including without limitation any distribution lists, newsgroups, or publicly available press or media addresses. Without limiting the foregoing, you agree that you will not use the Services to send any email or other electronic communications to any person who has opted out or otherwise objected to receiving such communications from you or another sender on whose behalf you may be acting.

Fees and Payment.

a. For the Services, in the absence of any special offer, discount or promotion to the contrary, you will pay monthly or annual subscription fees, or such other fees agreed upon by Pitney Bowes and you, as evidenced by your selection of options on the Site, and the applicable subscription or other fees shall be determined in accordance with the fee schedule that Pitney Bowes sets forth from time to time in its sole discretion on the Site (the Fee Schedule). Fees will be charged according to the highest number of unique email addresses in your account for which the Services are utilized. You will pay for the Services either (i) monthly in advance, or (ii) by providing Pitney Bowes with your valid credit card and authorization to charge such credit card the fees in accordance with the Fee Schedule on a monthly basis until your account is terminated. Pitney Bowes may, at any time, and from time to time, in its sole discretion, offer discounts or promotions that affect the fees to be paid under any applicable Fee Schedule, and in order to qualify for such discounts or promotions Users may have to comply with separate terms and conditions.

b. Charges will be made to your credit card on the date you first open your account, and for each subsequent month on the same day of the month that you first opened your account. Any individual using a credit card represents and warrants that he or she is authorized to use such credit card and that any and all charges may be billed to such credit card and will not be rejected. In the event that the credit card used for payment expires, you will immediately provide Pitney Bowes with the relevant credit card information for any successor credit card or a different valid credit card.

c. If you utilize the Services for any part of a month, payment is due for the full month. For any month for which you have already paid, during which you increase your number of unique email addresses to an amount that causes you to go to another pricing level in the Fee Schedule, you will be required to (i) pay fees in a prorated amount at the higher level rate on or before the date due for payment for the following month, and (ii) pay fees for the next subsequent month at the new higher pricing level. For any month for which you have already paid, during which you decrease your number of unique email addresses to an amount that causes you to go to a lower pricing level in the Fee Schedule, Pitney Bowes will have no responsibility to, and will not, refund and/or reimburse you in any manner for such decreased Services in that month; however, Pitney Bowes will appropriately charge you at the applicable lower pricing level on the next subsequent due date.

d. If Pitney Bowes is for any reason unable to effect automatic payment via your credit card, we will attempt to notify you via email and the Services provided to you will be disabled until payment is received. Amounts paid for the Services, including prepayments, are not refundable. Pitney Bowes is required to collect and remit sales tax from its customers located in state and local jurisdictions where software delivered as a service is taxable and where Pitney Bowes is deemed to have a tax nexus.

e. You are responsible for reviewing the Fee Schedule from time to time. The Fee Schedule is subject to change at any time in Pitney Bowes sole discretion. Pitney Bowes will use good faith efforts to notify you prior to the effectiveness of any changes to the Fee Schedule.

Termination, Disabling Access and Removing Content, and Data Retention.

a. Either party may terminate this Agreement at any time for any reason by providing notice to the other party. In the event that Pitney Bowes terminates this Agreement without cause, we will refund a pro rata portion of your monthly or annual subscription fee. Pitney Bowes will have no responsibility to, and will not, refund and/or reimburse you in any manner if it terminates this Agreement due to your violation of one or more terms of this Agreement or if you terminate this Agreement. Once terminated, we may remove any of your electronic communications and related data and files from our Site and any other storage.

b. Pitney Bowes, at its own discretion, may immediately block any email communications, disable your access to the Services or remove all or a portion of your content, without refund, if Pitney Bowes believes in its sole discretion that you have violated any applicable laws, the Acceptable Use provision, the Prohibited Content and Activities provision, the List Permission Practices provision, the Fees and Payment provision, or any other provision of this Agreement.

c. Pitney Bowes may delete any of your archived data within thirty (30) days after the date of termination. If your account is classified by Pitney Bowes, in its sole discretion, as inactive for more than one hundred eighty (180) days, Pitney Bowes will have the right to permanently delete your subscriber data.

Hosted Items.

Documents and images hosted by Pitney Bowes on Pitney Bowes controlled servers may only be used in connection with the Services. To the extent you use images provided by Pitney Bowes, Pitney Bowes hereby grants you a limited, non-exclusive, non-transferable right to use the images in an unaltered state solely in connection with your use of the Services. You will not copy a Pitney Bowes template or any other features or functionality from the Services and use such for any purpose other than sending email messages from the Services.

Remote Access and Third Party Providers.

a. You hereby authorize and grant Pitney Bowes the right and ability to remotely access your computers and other systems in connection with the use of the Services. You hereby waive any claim for damages from any problems that may arise from such access, including without limitation any disruption or damage caused by Pitney Bowes or its personnel.

b. If you are accessing or using a Service through a third party service or web site (a "Third Party Service"), you agree and acknowledge that Pitney Bowes is not responsible or liable for any actions of such third party or for any aspect or result of such Third Party Service. You use such Third Party Service at your own risk. You further agree and acknowledge that Pitney Bowes may terminate such Third Party Service's ability to interact with the Site or Service(s) at any time, with or without notice, and in Pitney Bowes sole discretion, with no liability to you or to the Third Party Service.

Acknowledgment

For every email message sent in connection with the Services, you acknowledge and agree that Pitney Bowes may add an identifying notation stating "Email Marketing by Pitney Bowes," "Powered by Pitney Bowes," "Powered by pbSmartTM Connections" or a similar message.

Software

This is an Agreement for access to Site and use of the Services, and you are not granted any right or license in or to any Pitney Bowes software. You are prohibited from using, reproducing, copying, in whole or in part, distributing, decompiling, decrypting, reverse engineering, disassembling, displaying, downloading, storing, transmitting, distributing, selling or otherwise commercially exploiting any part of Pitney Bowes software.

Indemnification

You agree to indemnify and hold harmless Pitney Bowes, its subsidiaries and affiliates, and their respective officers, employees and agents, from any and all third party claims or demands, including reasonable attorney's fees, arising out of your use of the Site and/or Services, your breach of the Agreement, your violation of any applicable law or regulation, and/or your infringement of any intellectual property right(s).

Disclaimer and Limitation of Liability.

a. EACH OF THIS SITE AND THE SERVICES ARE BEING PROVIDED "AS IS", WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION, COLLATERAL, EXPRESS, IMPLIED OR STATUTORY. PITNEY BOWES, OUR SUBSIDIARIES, AFFILIATES AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR OUR SUPPLIERS SPECIFICALLY DISCLAIMS ANY IMPLIED, COLLATERAL OR STATUTORY REPRESENTATION, WARRANTY OR CONDITION, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR USE AND NON-INFRINGEMENT, AND THOSE ARISING THROUGH A COURSE OF DEALING OR USAGE OR TRADE.

b. WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SERVICES, AND OPERATION OF OUR SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. IN NO EVENT SHALL PITNEY BOWES, OUR AFFILIATES OR ANY OF OUR OR THEIR OFFICERS, DIRECTORS EMPLOYEES AND SUPPLIERS BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE SERVICES OR THE SITE, TELECOMMUNICATIONS SYSTEMS OR THE INTERNET, TECHNICAL MALFUNCTION, COMPUTER ERROR, OR OTHER CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND THAT IS BEYOND OUR CONTROL.

c. IN NO EVENT SHALL PITNEY BOWES OR OUR AFFILIATES OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITE, THE SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). WITHOUT LIMITING THE FOREGOING, PITNEY BOWES MAXIMUM LIABILITY HEREUNDER SHALL BE FOR DIRECT, FORESEEABLE AND PROVEN DAMAGES IN AN AMOUNT NOT GREATER THAN THE FEES ACTUALLY PAID BY YOU IN RESPECT OF THE TRANSACTION THAT IS THE SUBJECT OF THE CLAIM.

Trademarks and Copyrights

The trademarks, service marks, logos and trade dress of Pitney Bowes used on the Site are the intellectual property of Pitney Bowes and its affiliates and subsidiaries in the United States and throughout the world (collectively "Marks"). All third party trademarks on the Site are the property of their respective owners and are used under applicable law or with the owners' permission. Except as provided by applicable law, the Marks may not be used and/or reproduced without the written permission of Pitney Bowes. Those uses that are authorized must comply with Pitney Bowes' trademark usage guidelines (provided when necessary upon request). The images, text, organization and layout (collectively "Materials") of the Site are the exclusive property of Pitney Bowes Inc. and are copyrighted and protected by worldwide copyright laws and treaty provisions. Except as permitted in accordance with applicable law, Pitney Bowes does not authorize any downloading, distribution or republication of any Materials on the Site, without prior written permission. Any third party copyrighted material appearing on the Site is used under applicable law or with the owner's permission. Pitney Bowes will enforce its intellectual property rights to the fullest extent permitted under applicable law.

Notices

Except as explicitly stated otherwise, any notice to Pitney Bowes shall be given by email to [email protected] with a registered mail copy to Pitney Bowes Inc., One Elmcroft Road, Stamford CT 06926-0700, ATTN: Deputy General Counsel, or in the case of notice to you, to the email address you provide during the registration process for the Services or the last email address you provided Pitney Bowes. Notice shall be deemed given twenty-four (24) hours after email is sent, unless the sending party is notified that the email address is invalid.

Miscellaneous

This Agreement shall be governed in all respects by the laws of the Province of Ontario without regard to conflict of laws principles.  Both parties submit to jurisdiction of the courts sitting in Toronto, Ontario, and further agree that any cause of action arising under this Agreement shall be exclusively brought in such courts. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated terms and conditions may be assigned by Pitney Bowes in our sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

 

pbSmartTM Connections MAIL TERMS OF SERVICE

As a pbSmart Connections account holder, you will automatically receive product-related information, periodic announcements and account notifications from pbSmart Connections. You can choose to remove yourself from these communications at any time by clicking on the "Remove" link in the footer of the actual email.