- Terms and Conditions
- Acceptable Use Policy
- DMCA Policy
- Service Level Agreements (SLAs)
- Master Services Agreement
- Data Processing Addendum
- Service Level Policy
Terms and conditions
These terms and conditions (“Agreement”) sets forth the general terms and conditions of your use of the postgrid.com website (“Website” or “Service”) and any of its related products and services (collectively, “Services”). This Agreement is legally binding between you (“User”, “you” or “your”) and PostGrid Inc. (“PostGrid Inc.”, “we”, “us” or “our”). By accessing and using the Website and Services, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. If you are entering into this Agreement on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the terms “User”, “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with the terms of this Agreement, you must not accept this Agreement and may not access and use the Website and Services. You acknowledge that this Agreement is a contract between you and PostGrid Inc., even though it is electronic and is not physically signed by you, and it governs your use of the Website and Services.
Accounts and membership
If you create an account on the Website, you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. We may monitor and review new accounts before you may sign in and start using the Services. Providing false contact information of any kind may result in the termination of your account. You must immediately notify us of any unauthorized uses of your account or any other breaches of security. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. We may suspend, disable, or delete your account (or any part thereof) if we determine that you have violated any provision of this Agreement or that your conduct or content would tend to damage our reputation and goodwill. If we delete your account for the foregoing reasons, you may not re-register for our Services. We may block your email address and Internet protocol address to prevent further registration.
Billing and payments
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. If auto-renewal is enabled for the Services you have subscribed for, you will be charged automatically in accordance with the term you selected. If, in our judgment, your purchase constitutes a high-risk transaction, we will require you to provide us with a copy of your valid government-issued photo identification, and possibly a copy of a recent bank statement for the credit or debit card used for the purchase. We reserve the right to change products and product pricing at any time. We also reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made.
Accuracy of information
Occasionally there may be information on the Website that contains typographical errors, inaccuracies or omissions that may relate to promotions and offers. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on the Website or Services is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend or clarify information on the Website including, without limitation, pricing information, except as required by law. No specified update or refresh date applied on the Website should be taken to indicate that all information on the Website or Services has been modified or updated.
Third party services
If you decide to enable, access or use third party services, be advised that your access and use of such other services are governed solely by the terms and conditions of such other services, and we do not endorse, are not responsible or liable for, and make no representations as to any aspect of such other services, including, without limitation, their content or the manner in which they handle data (including your data) or any interaction between you and the provider of such other services. You irrevocably waive any claim against PostGrid Inc. with respect to such other services. PostGrid Inc. is not liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access or use of any such other services, or your reliance on the privacy practices, data security processes or other policies of such other services. You may be required to register for or log into such other services on their respective platforms. By enabling any other services, you are expressly permitting PostGrid Inc. to disclose your data as necessary to facilitate the use or enablement of such other service.
We offer a Service uptime guarantee of 99% of available time per month. The service uptime guarantee does not apply to service interruptions caused by: (1) periodic scheduled maintenance or repairs we may undertake from time to time; (2) interruptions caused by you or your activities; (3) outages that do not affect core Service functionality; (4) causes beyond our control or that are not reasonably foreseeable; and (5) outages related to the reliability of certain programming environments.
During your use of the Website and Services, you may enter into correspondence with or participate in promotions of advertisers or sponsors showing their goods or services through the Website and Services. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third party. We shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third party.
Links to other resources
Although the Website and Services may link to other resources (such as websites, mobile applications, etc.), we are not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked resource, unless specifically stated herein. Some of the links on the Website may be “affiliate links”. This means if you click on the link and purchase an item, PostGrid Inc. will receive an affiliate commission. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any businesses or individuals or the content of their resources. We do not assume any responsibility or liability for the actions, products, services, and content of any other third parties. You should carefully review the legal statements and other conditions of use of any resource which you access through a link on the Website and Services. Your linking to any other off-site resources is at your own risk.
In addition to other terms as set forth in the Agreement, you are prohibited from using the Website and Services or Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Website and Services, third party products and services, or the Internet; (h) to spam, phish, pharm, pretext, spider, crawl, or scrape; (i) for any obscene or immoral purpose; or (j) to interfere with or circumvent the security features of the Website and Services, third party products and services, or the Internet. We reserve the right to terminate your use of the Website and Services for violating any of the prohibited uses.
Intellectual property rights
“Intellectual Property Rights” means all present and future rights conferred by statute, common law or equity in or in relation to any copyright and related rights, trademarks, designs, patents, inventions, goodwill and the right to sue for passing off, rights to inventions, rights to use, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, rights to claim priority from, such rights and all similar or equivalent rights or forms of protection and any other results of intellectual activity which subsist or will subsist now or in the future in any part of the world. This Agreement does not transfer to you any intellectual property owned by PostGrid Inc. or third parties, and all rights, titles, and interests in and to such property will remain (as between the parties) solely with PostGrid Inc. All trademarks, service marks, graphics and logos used in connection with the Website and Services, are trademarks or registered trademarks of PostGrid Inc. or its licensors. Other trademarks, service marks, graphics and logos used in connection with the Website and Services may be the trademarks of other third parties. Your use of the Website and Services grants you no right or license to reproduce or otherwise use any of PostGrid Inc. or third party trademarks.
Disclaimer of warranty
You agree that such Service is provided on an “as is” and “as available” basis and that your use of the Website and Services is solely at your own risk. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that the Services will meet your requirements, or that the Service will be uninterrupted, timely, secure, or error-free; nor do we make any warranty as to the results that may be obtained from the use of the Service or as to the accuracy or reliability of any information obtained through the Service or that defects in the Service will be corrected. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of Service is done at your own discretion and risk and that you will be solely responsible for any damage or loss of data that results from the download of such material and/or data. We make no warranty regarding any goods or services purchased or obtained through the Service or any transactions entered into through the Service unless stated otherwise. No advice or information, whether oral or written, obtained by you from us or through the Service shall create any warranty not expressly made herein.
Limitation of liability
To the fullest extent permitted by applicable law, in no event will PostGrid Inc., its affiliates, directors, officers, employees, agents, suppliers or licensors be liable to any person for any indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, revenue, sales, goodwill, use of content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty, negligence or otherwise, even if the liable party has been advised as to the possibility of such damages or could have foreseen such damages. To the maximum extent permitted by applicable law, the aggregate liability of PostGrid Inc. and its affiliates, officers, employees, agents, suppliers and licensors relating to the services will be limited to an amount greater of one dollar or any amounts actually paid in cash by you to PostGrid Inc. for the prior one month period prior to the first event or occurrence giving rise to such liability. The limitations and exclusions also apply if this remedy does not fully compensate you for any losses or fails of its essential purpose.
You agree to indemnify and hold PostGrid Inc. and its affiliates, directors, officers, employees, agents, suppliers and licensors harmless from and against any liabilities, losses, damages or costs, including reasonable attorneys’ fees, incurred in connection with or arising from any third party allegations, claims, actions, disputes, or demands asserted against any of them as a result of or relating to your Content, your use of the Website and Services or any willful misconduct on your part.
All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.
The formation, interpretation, and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of Ontario, Canada without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of Canada. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the courts located in Ontario, Canada, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
You may not assign, resell, sub-license or otherwise transfer or delegate any of your rights or obligations hereunder, in whole or in part, without our prior written consent, which consent shall be at our own sole discretion and without obligation; any such assignment or transfer shall be null and void. We are free to assign any of its rights or obligations hereunder, in whole or in part, to any third party as part of the sale of all or substantially all of its assets or stock or as part of a merger.
Changes and amendments
We reserve the right to modify this Agreement or its terms relating to the Website and Services at any time, effective upon posting of an updated version of this Agreement on the Website. When we do, we will revise the updated date at the bottom of this page. Continued use of the Website and Services after any such changes shall constitute your consent to such changes.
Acceptance of these terms
You acknowledge that you have read this Agreement and agree to all its terms and conditions. By accessing and using the Website and Services you agree to be bound by this Agreement. If you do not agree to abide by the terms of this Agreement, you are not authorized to access or use the Website and Services.
If you would like to contact us to understand more about this Agreement or wish to contact us concerning any matter relating to it, you may do so via the contact form or send an email to [email protected]
This document was last updated on September 11, 2020
Acceptable use policy
This acceptable use policy (“Policy”) sets out the general guidelines and acceptable and prohibited uses of the postgrid.com website (the “Website”) and any of its related products and services (collectively, “Services”). This Policy is subject to the Master Service Agreement signed between you (“User”, “you” or “your”) and PostGrid Inc., “we”, “us” or “our”), and if no such Master Service Agreement has been signed, the Terms of Service on this Website set out at https://www.postgrid.com.au/legal/ (the “Agreement”). The terms of the Agreement take precedence over any provision of this Policy. By accessing and using the Website and Services, you acknowledge that you have read, understood, and agree to be bound by the terms of this Policy. If you do not agree with the terms of this Agreement, you must not accept this Agreement and may not access and use the Website or Services.
Prohibited Uses and Activities
You may not use the Website and Services to publish content or engage in activity that is illegal under applicable law, that is harmful to others, or that would subject us to liability, including, without limitation, in connection with any of the following, each of which is prohibited under this Policy:
- Distributing malware or other malicious code.
- Disclosing sensitive personal information about others without proper authorization and consent.
- Collecting, or attempting to collect, personal information about third parties without their knowledge or consent.
- Distributing pornography or adult related content or any content that is in contravention of applicable laws or encourages activities that are in contravention of applicable law.
- Managing payment aggregators or facilitators such as processing payments on behalf of other businesses or charities.
- Facilitating pyramid schemes or other models intended to seek payments from public actors.
- Threatening harm to persons or property or otherwise harassing behavior.
- Manual or automatic credit card or other available payment methods testing using bots or scripts.
- Purchasing any of the offered Services on someone else’s behalf.
- Misrepresenting or fraudulently representing products or services.
- Infringing the intellectual property or other proprietary rights of others.
- Facilitating, aiding, or encouraging any of the above activities through the Website and Services.
Any User in violation of the Website and Services security is subject to immediate account termination as well as any other remedies available to us under the law. Examples include, but are not limited to the following:
- Use or distribution of tools designed for compromising security of the Website and Services.
- Intentionally or negligently transmitting files containing a computer virus or corrupted data.
- Accessing another network without permission, including to probe or scan for vulnerabilities or breach security or authentication measures.
- Unauthorized scanning or monitoring of data on any network or system without proper authorization of the owner of the system or network.
You may not consume excessive amounts of the resources of the Website and Services or use the Website and Services in any way which results in performance issues or which interrupts the Services for other Users. Prohibited activities that contribute to excessive use, include without limitation:
- Deliberate attempts to overload the Website and Services and broadcast attacks (i.e. denial of service attacks).
- Engaging in any other activities that degrade the usability and performance of the Website and Services.
- Hosting or running malicious code or other scripts or processes that adversely impact the Website and Services.
- Operating a file sharing site or scripts for BitTorrent or similar, which includes sending or receiving files containing these mechanisms.
- Web proxy scripts, such as those that allow anyone to browse to a third party website anonymously, are prohibited.
Copyrighted material must not be published via the Website and Services without the explicit permission of the copyright owner or a person explicitly authorized to give such permission by the copyright owner. Upon receipt of a claim for copyright infringement, or a notice of such violation, we will notify the person or persons responsible for publishing it and, in our sole discretion, will remove the infringing material from the Website and Services. We may terminate the Service of Users with repeated copyright infringements. Further procedures may be carried out if necessary. We will assume no liability to any User of the Website and Services for the removal of any such material. If you believe your copyright is being infringed by a person or persons using the Website and Services, please get in touch with us to report copyright infringement.
You take full responsibility for maintaining reasonable security precautions for your account. You are responsible for protecting and updating any login account provided to you for the Website and Services. You must protect the confidentiality of your login details, and you should change your password periodically. We will not be liable for any unauthorized access to your account using your login credentials or API keys.
If you violate this Policy, we will immediately take corrective actions, including but not limited to:
- Suspending or terminating your Service with or without notice upon any violation of this Policy. Any violations may also result in the immediate suspension or termination of your account.
- Disabling or removing any content which is prohibited by this Policy, including to prevent harm to others or to us or the Website and Services, as determined by us in our sole discretion.
- Reporting violations to law enforcement as determined by us in our sole discretion.
- A failure to respond to an email from our abuse team within 2 days, or as otherwise specified in the communication to you, may result in the suspension or termination of your account.
Suspended and terminated User accounts due to violations will be re-activated at our sole discretion.
Nothing contained in this Policy shall be construed to limit our actions or remedies in any way with respect to any of the prohibited activities. We reserve the right to take any and all additional actions we may deem appropriate with respect to such activities, including without limitation taking action to recover the costs and expenses of identifying offenders and removing them from the Website and Services, and levying cancellation charges to cover our costs. In addition, we reserve at all times all rights and remedies available to us with respect to such activities at law or in equity.
If you have discovered and would like to report a violation of this Policy, please contact us immediately. We will investigate the situation and provide you with full assistance.
Changes and amendments
We reserve the right to modify this Policy or its terms relating to the Website and Services at any time, effective upon posting of an updated version of this Policy on the Website. When we do, we will revise the updated date at the bottom of this page. Continued use of the Website and Services after any such changes shall constitute your consent to such changes.
If you would like to contact us to understand more about this Policy or wish to contact us concerning any matter relating to it, you may send an email to [email protected]
Your privacy is important to us. It is PostGrid’ policy to respect your privacy regarding any information we may collect from you across our website, and other sites we own and operate.
1. Information we collect
When you visit our website, our servers may automatically log the standard data provided by your web browser. It may include your computer’s Internet Protocol (IP) address, your browser type and version, the pages you visit, the time and date of your visit, the time spent on each page, and other details.
We may also collect data about the device you’re using to access our website. This data may include the device type, operating system, unique device identifiers, device settings, and geo-location data. What we collect can depend on the individual settings of your device and software. We recommend checking the policies of your device manufacturer or software provider to learn what information they make available to us.
We may ask for personal information, such as your:
- Date of birth
- Phone/mobile number
- Home Address
- Office Address
- Company Information
- Job Title
- Country of Residence
2. Legal bases for processing
We will process your personal information lawfully, fairly and in a transparent manner. We collect and process information about you only where we have legal bases for doing so.
These legal bases depend on the services you use and how you use them, meaning we collect and use your information only where:
- it’s necessary for the performance of a contract to which you are a party or to take steps at your request before entering into such a contract (for example, when we provide a service you request from us);
- it satisfies a legitimate interest (which is not overridden by your data protection interests), such as for research and development, to market and promote our services, and to protect our legal rights and interests;
- you give us consent to do so for a specific purpose (for example, you might consent to us sending you our newsletter); or
- we need to process your data to comply with a legal obligation.
Where you consent to our use of information about you for a specific purpose, you have the right to change your mind at any time (but this will not affect any processing that has already taken place).
We don’t keep personal information for longer than is necessary. While we retain this information, we will protect it within commercially acceptable means to prevent loss and theft, as well as unauthorized access, disclosure, copying, use or modification. That said, we advise that no method of electronic transmission or storage is 100% secure and cannot guarantee absolute data security. If necessary, we may retain your personal information for our compliance with a legal obligation or in order to protect your vital interests or the vital interests of another natural person.
3. Collection and use of information
We may collect, hold, use and disclose information for the following purposes and personal information will not be further processed in a manner that is incompatible with these purposes:
- to enable you to customize or personalize your experience of our website;
- to enable you to access and use our website, associated applications and associated social media platforms;
- to contact and communicate with you;
- for internal record keeping and administrative purposes;
- for analytics, market research and business development, including to operate and improve our website, associated applications and associated social media platforms; and
- to comply with our legal obligations and resolve any disputes that we may have.
4. Disclosure of personal information to third parties
We may disclose personal information to:
- third party service providers for the purpose of enabling them to provide their services, including (without limitation) IT service providers, data storage, hosting and server providers, ad networks, analytics, error loggers, debt collectors, maintenance or problem-solving providers, marketing or advertising providers, professional advisors and payment systems operators;
- our employees, contractors and/or related entities;
- sponsors or promoters of any competition we run;
- credit reporting agencies, courts, tribunals and regulatory authorities, in the event you fail to pay for goods or services we have provided to you;
- courts, tribunals, regulatory authorities and law enforcement officers, as required by law, in connection with any actual or prospective legal proceedings, or in order to establish, exercise or defend our legal rights;
- third parties, including agents or sub-contractors, who assist us in providing information, products, services or direct marketing to you; and
- third parties to collect and process data.
5. International transfers of personal information
The personal information we collect is stored and processed in Canada, or where we or our partners, affiliates and third-party providers maintain facilities. By providing us with your personal information, you consent to the disclosure to these overseas third parties.
We will ensure that any transfer of personal information from countries in the European Economic Area (EEA) to countries outside the EEA will be protected by appropriate safeguards, for example by using standard data protection clauses approved by the European Commission, or the use of binding corporate rules or other legally accepted means.
Where we transfer personal information from a non-EEA country to another country, you acknowledge that third parties in other jurisdictions may not be subject to similar data protection laws to the ones in our jurisdiction. There are risks if any such third party engages in any act or practice that would contravene the data privacy laws in our jurisdiction and this might mean that you will not be able to seek redress under our jurisdiction’s privacy laws.
6. Your rights and controlling your personal information
Restrict: You may choose to restrict the collection or use of your personal information. If you have previously agreed to us using your personal information for direct marketing purposes, you may change your mind at any time by contacting us using the details below. If you ask us to restrict or limit how we process your personal information, we will let you know how the restriction affects your use of our website or products and services.
Access and data portability: You may request details of the personal information that we hold about you. You may request a copy of the personal information we hold about you. Where possible, we will provide this information in CSV format or other easily readable machine format. You may request that we erase the personal information we hold about you at any time. You may also request that we transfer this personal information to another third party.
Correction: If you believe that any information we hold about you is inaccurate, out of date, incomplete, irrelevant or misleading, please contact us using the details below. We will take reasonable steps to correct any information found to be inaccurate, incomplete, misleading or out of date.
Notification of data breaches: We will comply laws applicable to us in respect of any data breach.
Complaints: If you believe that we have breached a relevant data protection law and wish to make a complaint, please contact us using the details below and provide us with full details of the alleged breach. We will promptly investigate your complaint and respond to you, in writing, setting out the outcome of our investigation and the steps we will take to deal with your complaint. You also have the right to contact a regulatory body or data protection authority in relation to your complaint.
Unsubscribe: To unsubscribe from our e-mail database or opt-out of communications (including marketing communications), please contact us using the details below or opt-out using the opt-out facilities provided in the communication.
8. Business transfers
If we or our assets are acquired, or in the unlikely event that we go out of business or enter bankruptcy, we would include data among the assets transferred to any parties who acquire us. You acknowledge that such transfers may occur, and that any parties who acquire us may continue to use your personal information according to this policy.
9. Limits of our policy
Our website may link to external sites that are not operated by us. Please be aware that we have no control over the content and policies of those sites, and cannot accept responsibility or liability for their respective privacy practices.
10. Changes to this policy
PostGrid Data Controller
20 Bay Street, 11th Floor
Toronto, ON M5J 2N8
This policy is effective as of May 21, 2020.
This Digital Millennium Copyright Act policy (“Policy”) applies to the postgrid.com website (“Website” or “Service”) and any of its related products and services (collectively, “Services”) and outlines how PostGrid Inc. (“PostGrid Inc.”, “we”, “us” or “our”) addresses copyright infringement notifications and how you (“you” or “your”) may submit a copyright infringement complaint.
Protection of intellectual property is of utmost importance to us and we ask our users and their authorized agents to do the same. It is our policy to expeditiously respond to clear notifications of alleged copyright infringement that comply with the United States Digital Millennium Copyright Act (“DMCA”) of 1998, the text of which can be found at the U.S. Copyright Office website.
What to consider before submitting a copyright complaint
Please note that under 17 U.S.C. § 512(f), you may be liable for any damages, including costs and attorneys’ fees incurred by us or our users, if you knowingly misrepresent that the material or activity is infringing. If you are unsure whether the material you are reporting is in fact infringing, you may wish to contact an attorney before filing a notification with us.
We may, at our discretion or as required by law, share a copy of your notification or counter-notification with third parties. This may include sharing the information with the account holder engaged in the allegedly infringing activity or for publication. If you are concerned about your information being forwarded, you may wish to hire an agent to report infringing material for you.
Notifications of infringement
If you are a copyright owner or an agent thereof, and you believe that any material available on our Services infringes your copyrights, then you may submit a written copyright infringement notification (“Notification”) using the contact details below pursuant to the DMCA by providing us with the following information:
- Identification of the copyrighted work that you claim has been infringed, or, if multiple copyrighted works are covered by this Notification, you may provide a representative list of the copyrighted works that you claim have been infringed.
- Identification of the infringing material and information you claim is infringing (or the subject of infringing activity), including at a minimum, if applicable, the URL or URLs of the web pages where the allegedly infringing material may be found.
- Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an e-mail address.
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, the copyright owner’s agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- A physical or electronic signature (typing your full name will suffice) of the copyright owner or a person authorized to act on their behalf.
All such Notifications must comply with the DMCA requirements. You may refer to a DMCA takedown notice generator or other similar services to avoid making mistake and ensure compliance of your Notification.
Filing a DMCA complaint is the start of a pre-defined legal process. Your complaint will be reviewed for accuracy, validity, and completeness. If your complaint has satisfied these requirements, our response may include the removal or restriction of access to allegedly infringing material as well as a permanent termination of repeat infringers’ accounts. We may also require a court order from a court of competent jurisdiction, as determined by us in our sole discretion, before we take any action. A backup of the terminated account’s data may be requested, however it may be subject to certain penalty fees imposed. The final penalty fee will be determined by the severity and frequency of the violations.
If we remove or restrict access to materials or terminate an account in response to a Notification of alleged infringement, we will make a good faith effort to contact the affected user with information concerning the removal or restriction of access, which may include a full copy of your Notification (including your name, address, phone, and email address), along with instructions for filing a counter-notification.
Notwithstanding anything to the contrary contained in any portion of this Policy, PostGrid Inc. reserves the right to take no action upon receipt of a DMCA copyright infringement notification if it fails to comply with all the requirements of the DMCA for such notifications.
A user who receives a copyright infringement Notification may make a counter-Notification pursuant to sections 512(g)(2) and (3) of the US Copyright Act. If you receive a copyright infringement Notification, it means that the material described in the Notification has been removed from our Services or access to the material has been restricted. Please take the time to read through the Notification, which includes information on the Notification we received as well as instructions on how to file a counter-notifications.
To file a counter-notification with us, you must provide a written communication that sets out the information specified in the list below:
- Identification of the material that has been removed or to which access has been restricted and the location at which the material appeared before it was removed or access to it was restricted.
- Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an e-mail address.
- A statement under penalty of perjury that you have a good faith belief that the material was removed or restricted as a result of mistake or misidentification of the material to be removed or restricted.
- A statement that you consent to the jurisdiction of the federal district court for the judicial district in which the address is located (or if you are outside of the United States, that you consent to the jurisdiction of any judicial district in which the service provider may be found), and that you will accept service of process from the person or company who provided the original infringement notification.
- A physical or electronic signature (typing your full name will suffice) of the copyright owner or a person authorized to act on their behalf.
Please note that you may be liable for, including costs and attorneys’ fees incurred by us or our users, if you knowingly misrepresent that the material or activity is not infringing the copyrights of others or that the material or activity was removed or restricted by mistake or misidentification. Accordingly, if you are not sure whether certain material infringes the copyrights of others or that the material or activity was removed or restricted by mistake or misidentification, you may wish to contact an attorney before filing a counter-notification.
Notwithstanding anything to the contrary contained in any portion of this Policy, PostGrid Inc. reserves the right to take no action upon receipt of a counter-notification. If we receive a counter-notification that complies with the terms of 17 U.S.C. § 512(g), we may forward it to the person who filed the original Notification.
The process described in this Policy does not limit our ability to pursue any other remedies we may have to address suspected infringement.
Changes and amendments
We reserve the right to modify this Policy or its terms relating to the Website and Services at any time, effective upon posting of an updated version of this Policy on the Website. When we do, we will revise the updated date at the bottom of this page.
Reporting copyright infringement
This document was last updated on September 11, 2020
This disclaimer (“Disclaimer”) sets forth the general guidelines, disclosures, and terms of your use of the postgrid.com website (“Website” or “Service”) and any of its related products and services (collectively, “Services”). This Disclaimer is a legally binding agreement between you (“User”, “you” or “your”) and PostGrid Inc. (“PostGrid Inc.”, “we”, “us” or “our”). By accessing and using the Website and Services, you acknowledge that you have read, understood, and agree to be bound by the terms of this Disclaimer. If you are entering into this Disclaimer on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to this Disclaimer, in which case the terms “User”, “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with the terms of this Disclaimer, you must not accept this Disclaimer and may not access and use the Website and Services. You acknowledge that this Disclaimer is a contract between you and PostGrid Inc., even though it is electronic and is not physically signed by you, and it governs your use of the Website and Services.
Any views or opinions represented on the Website belong solely to the content creators and do not represent those of people, institutions or organizations that PostGrid Inc. or creators may or may not be associated with in professional or personal capacity, unless explicitly stated. Any views or opinions are not intended to malign any religion, ethnic group, club, organization, company, or individual.
Content and postings
You may not modify, print or copy any part of the Website and Services. Inclusion of any part of the Website and Services in another work, whether in printed or electronic or another form or inclusion of any part of the Website and Services on another resource by embedding, framing or otherwise without the express permission of PostGrid Inc. is prohibited.
You may submit new content and comment on the existing content on the Website. By uploading or otherwise making available any information to PostGrid Inc., you grant PostGrid Inc. the unlimited, perpetual right to distribute, display, publish, reproduce, reuse and copy the information contained therein. You may not impersonate any other person through the Website and Services. You may not post content that is defamatory, fraudulent, obscene, threatening, invasive of another person’s privacy rights or that is otherwise unlawful. You may not post content that infringes on the intellectual property rights of any other person or entity. You may not post any content that includes any computer virus or other code designed to disrupt, damage, or limit the functioning of any computer software or hardware. By submitting or posting content on the Website, you grant PostGrid Inc. the right to edit and, if necessary, remove any content at any time and for any reason.
Compensation and sponsorship
The Website and Services accepts forms of sponsorship, paid insertions or other forms of compensation. On certain occasions PostGrid Inc. may be compensated to provide opinion on products, services, websites and various other topics. The compensation received may influence the advertising content, topics or posts made on the Website. Sponsored content, advertising space or post will always be identified as such. Some of the links on the Website may be “affiliate links”. This means if you click on the link and purchase an item, PostGrid Inc. will receive an affiliate commission. Furthermore, PostGrid Inc. is a participant in the Amazon Associates program, an affiliate advertising program designed to provide a means to earn advertising fees by advertising and linking to Amazon properties.
Fitness and medical disclaimer
The information available on the Website is for general health information only and is not intended to be a substitute for professional medical advice, diagnosis or treatment. You should not rely exclusively on information provided on the Website for your health needs. All specific medical questions should be presented to your own health care provider and you should seek medical advice regarding your health and before starting any nutrition, weight loss or any other type of workout program.
If you choose to use the information available on the Website without prior consultation with and consent of your physician, you are agreeing to accept full responsibility for your decisions and agreeing to hold harmless PostGrid Inc., its agents, employees, contractors, and any affiliated companies from any liability with respect to injury or illness to you or your property arising out of or connected with your use of this information.
There may be risks associated with participating in activities presented on the Website for people in good or poor health or with pre-existing physical or mental health conditions. If you choose to participate in these risks, you do so of your own free will and accord, knowingly and voluntarily assuming all risks associated with such activities.
The results obtained from the information available on the Website may vary, and will be based on your individual background, physical health, previous experience, capacity, ability to act, motivation and other variables. There are no guarantees concerning the level of success you may experience.
Not legal advice
The information provided on the Website is for general information purposes only and is not an alternative to legal advice from your lawyer, other professional services provider, or expert. It is not intended to provide legal advice or opinions of any kind. You should not act, or refrain from acting, based solely upon the information provided on the Website without first seeking appropriate legal or other professional advice. If you have any specific questions about any legal matter, you should consult your lawyer, other professional services provider, or expert. You should never delay seeking legal advice, disregard legal advice, or commence or discontinue any legal action because of the information on the Website.
The information on the Website is provided for your convenience only. This information may have no evidentiary value and should be checked against official sources before it is used for any purposes. It is your responsibility to determine whether this information is admissible in a given judicial or administrative proceeding and whether there are any other evidentiary or filing requirements. Your use of this information is at your own risk.
Not financial advice
The information on the Website is provided for your convenience only and is not intended to be treated as financial, investment, tax, or other advice. Nothing contained on the Website constitutes a solicitation, recommendation, endorsement, or offer by PostGrid Inc., its agents, employees, contractors, and any affiliated companies to buy or sell any securities or other financial instruments.
All content on this site is the information of a general nature and does not address the circumstances of any particular individual or entity. Nothing on the Website constitutes professional and/or financial advice, nor does any information on the Website constitute a comprehensive or complete statement of the matters discussed or the law relating thereto. You alone assume the sole responsibility of evaluating the merits and risks associated with the use of any information or other content on the Website before making any decisions based on such information. You agree not to hold PostGrid Inc., its agents, employees, contractors, and any affiliated companies liable for any possible claim for damages arising from any decision you make based on the information made available to you through the Website.
Not investment advice
All investments are highly speculative in nature and involve substantial risk of loss. We encourage everyone to invest very carefully. We also encourage investors to get personal advice from your professional investment advisor and to make independent investigations before acting on information found on the Website. We do not in any way whatsoever warrant or guarantee the success of any action you take in reliance on statements or information available on the Website.
Past performance is not necessarily indicative of future results. All investments carry significant risk and all investment decisions of an individual remain the specific responsibility of that individual. There is no guarantee that systems, indicators, or signals will result in profits or that they will not result in full or partial losses. All investors are advised to fully understand all risks associated with any kind of investing they choose to do.
Reviews and testimonials
Testimonials are received in various forms through a variety of submission methods. They are individual experiences, reflecting experiences of those who have used the Services in some way or another. However, they are individual results and results do vary. We do not claim that they are typical results that consumers will generally achieve. The testimonials are not necessarily representative of all of those who will use the Services, and PostGrid Inc. is not responsible for the opinions or comments posted on the Website, and does not necessarily share them. People providing testimonials on the Website may have been compensated with free products or discounts for use of their experiences. All opinions expressed are strictly the views of the poster or reviewer.
The testimonials displayed are given verbatim except for grammatical or typing error corrections. Some testimonials may have been edited for clarity, or shortened in cases where the original testimonial included extraneous information of no relevance to the general public. Testimonials may be reviewed for authenticity before they are posted for public viewing.
Indemnification and warranties
While we have made every attempt to ensure that the information contained on the Website is correct, PostGrid Inc. is not responsible for any errors or omissions, or for the results obtained from the use of this information. All information on the Website is provided “as is”, with no guarantee of completeness, accuracy, timeliness or of the results obtained from the use of this information, and without warranty of any kind, express or implied. In no event will PostGrid Inc., or its partners, employees or agents, be liable to you or anyone else for any decision made or action taken in reliance on the information on the Website, or for any consequential, special or similar damages, even if advised of the possibility of such damages.
As with any business, your results may vary and will be based on your individual capacity, experience, expertise, and level of desire. There are no guarantees concerning the level of success you may experience. There is no guarantee that you will make any income at all and you accept the risk that the earnings and income statements differ by individual. Each individual’s success depends on his or her background, dedication, desire and motivation. The use of the information on the Website and Services should be based on your own due diligence and you agree that PostGrid Inc. is not liable for any success or failure of your business that is directly or indirectly related to the purchase and use of our information, products, and services reviewed or advertised on the Website. Furthermore, information contained on the Website and any pages linked to and from it are subject to change at any time and without warning.
Changes and amendments
We reserve the right to modify this Disclaimer or its terms relating to the Website and Services at any time, effective upon posting of an updated version of this Disclaimer on the Website. When we do, we will revise the updated date at the bottom of this page. Continued use of the Website and Services after any such changes shall constitute your consent to such changes.
Acceptance of this disclaimer
You acknowledge that you have read this Disclaimer and agree to all its terms and conditions. By accessing and using the Website and Services you agree to be bound by this Disclaimer. If you do not agree to abide by the terms of this Disclaimer, you are not authorized to access or use the Website and Services.
If you would like to contact us to understand more about this Disclaimer or wish to contact us concerning any matter relating to it, you may do so via the contact form or send an email to [email protected]
This document was last updated on September 11, 2020
Service Level Agreement Commitments
Overview: The following document outlines the minimum guarantees offered to subscribers of PG Address Verification API and the steps assured if the commitment is not met.
Unless otherwise specified the SLA is subject to the terms and conditions of PostGrid, we reserve the right to change the terms of this SLA in accordance with PostGrid’s Agreement.
API Uptime: PostGrid will make every effort for the API to be available with a Monthly Uptime Percentage of at least 99%, in each case during any monthly billing cycle
In the event PostGrid API does not meet the Service Commitment above, you will be eligible to receive a Service Credit by contacting us.
You can access our Uptime here https://status.postgrid.com/
Web Service Availability Guarantee
PostGrid guarantees the Service will be available no less than 99% during a given calendar month during the working days.
Response Time Guarantee
PostGrid will ensure all requests are processed in a time, and utilizes various methods to offload and balance traffic to all available servers.
The uptime and response guarantees set forth above do not apply to any unavailability, suspension, or termination of Service, or any other Service performance issues:
- Results from a suspended account
- Due to factors outside of our control, including any force majeure event or Internet access or related problems beyond the demarcation point of the Service such as acts of war, terrorism and foreign enemies, natural disaster of overwhelming proportions, grand-scale discontinuation of electrical supply, or any other unforeseeable circumstances beyond the control of the Parties against which it would have been unreasonable for the affected party to take precautions and which the affected party cannot avoid even by using its best efforts;
- Due to action or inaction of you or any third party;
- Due to result from your equipment, software, other technology, and/or third party equipment (other than third party equipment within our direct control);
- Due to our suspension or termination of your right to use the Service in accordance with the Terms of Service; or
- Due to your failure to adhere to the technical requirement listed in our document additional month of the Service to the account at the current plan.
Service Credits for API downtime are calculated as a percentage of Subscription Fees paid by you for PostGrid API. In the event that PostGrid does not meet the API Uptime Service Commitment in any calendar month, you will be eligible for a Service Credit equal to i) the percentage of minutes that PostGrid API was Unavailable in excess of the time stated in the Service Commitment Fee spend in that calendar month.
Credit Request and Payment Procedures
To receive a Service Credit, you must submit a claim by opening a ticket with PostGrid Support. To be eligible, the credit request must be received by us by the end of the second billing cycle after which the incident occurred and must include:Information on Data and time the service was unavailable with logs of errors
Master Services Agreement
This Master Services Agreement (the “Agreement”) is executed between PostGrid Inc., a Canadian corporation (“PostGrid”) and the Customer. The Customer is the entity you represent in accepting this Agreement. If you (the “Customer’s Representative”) are accepting of behalf of your employer or another entity, you represent and warrant that (i) you have full legal authority to bind your employer or such entity to this Agreement; (ii) you have read and understand this Agreement and (iii) you agree to this Agreement on behalf f the party that you represent. If you don’t have the legal authority to bind your employer or the applicable entity, please do not click “I agree” (or similar button or checkbox).
This Agreement is entered into as of the date Customer’s Representative first clicks “I agree” (or similar button or checkbox) when ordering a Product or accessing a free product or service from the PostGrid website or when the Customer Representative first signs an order form referencing this Agreement (the “Effective Date”). This Agreement does not have to signed in order to be binding. The Customer’s Representative indicates his or her assent to this Agreement by clicking “I agree” (or similar button or checkbox) at the time he or she purchases a Product or access a free product or service or signs an order form (any of these being an “Order”) or creates an account on the PostGrid website.
- Order and Services: Subject to Customer’s payment of all applicable fees, PostGrid will provide (i) the services (“Services”) consisting of the cloud-based delivery of one or more products (“Product(s)”) specified in one or more Orders. Any software, APIs, Documentation, instructions or other ancillary materials (collectively the “PostGrid Materials”) and subsequent updates and upgrades which are distributed or otherwise provided to Customer under this Agreement are deemed a part of the Products and subject to all of the terms and conditions of this Agreement.
PostGrid will use commercially reasonable efforts to provide the Services and Products in accordance with the service level policy as set out in https://www.postgrid.com.au/legal/
- Use of the Products and Services: Subject to Customer’s compliance with the terms and conditions of this Agreement. PostGrid grants Customer the non-exclusive, non-transferable, non-sublicensable right to use the Products specified in such Order during the applicable Term (as defined below) for the internal business purposes of Customer as set out in this Agreement and in only in accordance with any applicable official user documentation for such Product provided by PostGrid (the “Documentation”).
Customer is responsible for the use of the Services by any person to whom Customer has given access to the Services, even if Customer did not authorize such use. Customer represents and warrants that it will not use or allow any third-party to use the Services in a manner that violates
(i) any local, state, national and foreign laws, treaties and regulations in connection applicable to Customer’s use of the Services (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), or
(ii) the Acceptable Use Policy as set out at https://www.postgrid.com.au/legal/ and
(iii) any third party intellectual property, contractual or other proprietary rights.
PostGrid reserves the right, in its sole discretion and in accordance with and if permissible by applicable laws and regulations, to monitor any and all Customer Data without prior notice to ensure that it conforms to the usage guidelines or policies including the Acceptable Use Policy.
- Restriction on Use: Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly:
(i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of any Product (except to the extent applicable laws specifically prohibit such restriction);
(ii) modify, translate, or create derivative works based on any Product
(iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to any Product.
(iv) use any Product for the benefit of a third party.
(v) remove or otherwise alter any proprietary notices or labels from any Product or any portion thereof.
(vi) use any Product to build an application, product or service that is competitive with any PostGrid product or service.
(vii) interfere or attempt to interfere with the proper working of any Product or any activities conducted on any Product; or
(viii) bypass any measures PostGrid may use to prevent or restrict access to any Product (or other accounts, computer systems or networks connected to any Product); or
(ix) use or knowingly permit the use of any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of any Product.
- Ownership and licensing of the Products and Services: As between the parties, PostGrid retains all right, title, and interest in and to the Products, including any enhancements, updates and upgrades to such Products, and all software, products, works, and other intellectual property and moral rights related to the Products or created, used, or provided by PostGrid for the purposes of this Agreement No rights or licenses are granted except as explicitly set forth in this Agreement.
Subject to Customer’s compliance with the terms and conditions of this Agreement, PostGrid hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to the PostGrid Materials to install, copy and use the PostGrid Materials in connection with and necessary for the Customer’s use of the Services and Products, solely in accordance with the terms and conditions of the Agreement.
- Customer Data: For purposes of this Agreement, “Customer Data” shall mean any data, information, logos, trademarks or other material uploaded, or submitted by or by its users, employees, contractors, agents or customers to the Products in the course of using the Services. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not PostGrid, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use, of all Customer Data.
Customer represents and warrants that (i) it has the necessary rights and licenses, consents, permissions, waivers and releases to use and display the Customer Data, (ii) that the Customer Data does not (a) violate, misappropriate or infringe any rights of PostGrid or any third party, (b) constitutes defamation, invasion of privacy or publicity or otherwise violates any rights of any third party, or (c) is designed for use in any illegal activity or promotes illegal activities, including in a manner that might be libelous or defamatory or otherwise malicious, illegal or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation or age, (d) contain any harmful components.
Notwithstanding anything to the contrary, Customer acknowledges and agrees that PostGrid may (i) internally use and modify (but not disclose) Customer Data for the purposes of (A) providing the Services to Customer and (B) generating Aggregated Anonymous Data (as defined below), and (ii) freely use and make available Aggregated Anonymous Data for PostGrid’s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing PostGrid’s products and services). “Aggregated Anonymous Data” means data submitted to, collected by, or generated by PostGrid in connection with Customer’s use of the Services, but only in aggregate, anonymized form which (x) does not incorporate any personally identifiable information, and (y) can in no way be linked specifically to, or otherwise be used to identify, Customer or to any of Customer’s users, employees, contractors, agents or customers.
- Security: PostGrid shall use commercially reasonable efforts to maintain the security of the Services and the security and privacy of Customer Data in accordance with PostGrid’s Data Processing and Security Terms hosted at https://www.postgrid.com.au/legal/. PostGrid is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Services except to the extent that such access is due to PostGrid’s negligence or willful misconduct
- Payment of Fees: Customer shall pay PostGrid the fees for the Services as set forth in each Order (“Fees”). Orders are non-cancelable. Invoices will be payable as set out in the Order. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Customer is responsible for all taxes associated with the Services (excluding taxes based on PostGrid’s net income). All Fees paid are non-refundable and are not subject to set-off. If Customer exceeds any user or usage limitations set forth on an Order, then (i) PostGrid shall invoice Customer for such usage at the overage rates set forth on the Order (or if no overage rates are set forth on the Order, at PostGrid’s then-current standard overage rates for such usage), in each case on a pro-rata basis from the first date of such excess usage through the end of the Order Initial Term or then-current Order Renewal Term (as applicable).
- Third Party Services: The Services integrate with, interoperate with, provide Customer with access to, or contain links or references to, products, services, data, information, sites or other materials which are provided or operated by third parties (collectively, “Third Party Services”). Third Party Services may include, without limitation, eCommerce, print services, address verification services, as well as any related data provided by such services. Third Party Services are not under PostGrid’s control, and Customer acknowledges that PostGrid is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of Third Party Services. To the extent that Customer directs PostGrid to integrate the Products with any Third Party Services, Customer represents and warrants that such integration will not cause any conflict with or infringement of any third party rights (including without limitation any terms and conditions applicable to such Third Party Services).
- Confidentiality: “Confidential Information” means all trade secrets, know-how, software, pricing, and other financial, business or technical information disclosed by or for a party in relation to this Agreement that is designated as confidential or which a reasonable person would understand as confidential or proprietary given its nature and the circumstances surrounding disclosure. Confidential Information does not include any information the receiving party can demonstrate is (a) already known by it or rightfully furnished to it by a third party without restriction, (b) generally available to the public without breach of this Agreement, or (c) independently developed without reference to the disclosing party’s Confidential Information. Except for the specific rights granted by this Agreement, neither party shall use or disclose any of the other party’s Confidential Information without its prior written consent. A party receiving Confidential Information shall use reasonable care to protect it. If required by law, the receiving party may disclose Confidential Information of the disclosing party but will give adequate prior notice of such disclosure to permit the disclosing party to intervene and request protective orders or other confidential treatment for the Confidential Information. Customer may (but is not obligated to) provide suggestions, comments or other feedback to PostGrid with respect to the Products (“Feedback”). Feedback is not considered Confidential Information. PostGrid acknowledges and agrees that all Feedback is provided “AS IS” and without warranty of any kind. Customer shall, and hereby does, grant to PostGrid a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose.
- Indemnification: Customer shall defend PostGrid, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives from and indemnify them for all liabilities, claims, and expenses paid or payable (including reasonable attorneys’ fees) that have been finally awarded by a court of competent jurisdiction or as part of an approved settlement (“Losses”), arising from
(i) Customer’s use of the Services in a manner not authorized in this Agreement and/or in violation of the the Acceptable Use Policy and/or applicable law any claim that
(ii) the Customer Data, including but not limited to any claim involving infringement or misappropriation of third-party rights.
PostGrid will defend Customer, its affiliate and each of its affiliates’ employees, contractors, directors, suppliers and representatives from and indemnify them for Losses arising from a third-party claim that the Services or any Products infringe or misappropriate a third-party’s intellectual property rights in the United States or Canada. The foregoing obligations of PostGrid do not apply with respect to the Services or Products to the extent (i) not created or provided by PostGrid (ii) combined with other produces, processes or materials not provided by PostGrid (iii) modified after delivery by PostGrid; (iv) where Customer continues using the allegedly infringing Service or Product after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (v) Customer’s use of the Services is not strictly in accordance with this Agreement.
Each indemnifying party’s indemnification obligations under this Agreement is conditioned upon the indemnified party providing the indemnifying party with: (i) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the indemnifying party of its indemnity obligations it is materially prejudiced by such failure); (ii) the option to assume sole control over the defense and settlement of any claim (provided that the indemnified party may participate in such defense and settlement at its own expense); and (iii) reasonable information and assistance in connection with such defense and settlement (at the indemnifying party’s expense).
- Disclaimer: Except as expressly set forth herein, the services and products are provided “as is” and “as available” and are without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance, usage of trade or course of dealing, all of which are expressly disclaimed. Postgrid does not warrant that the services or products will function as described, will be uninterrupted or error free, free of harmful components or that the data you store within the services will be secure or not otherwise lost or damaged. Postgrid is not responsible for any service interruptions, no advice or information obtained by you from any third party or through the services shall create any warranty that is not expressly stated in this agreement.
- Limitation of liability: To the extent permitted by law, in no event shall either party, nor its directors, employees, agents, partners, suppliers or content providers, be liable under contract, tort, strict liability, negligence or any other legal or equitable theory with respect to the subject matter of this agreement (i) for any lost profits, unauthorized access to or loss of data, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever (however arising), (ii) for any bugs, viruses, trojan horses, or the like (regardless of the source of origination), or (iii) for any direct damages in excess of (in the aggregate) the fees paid by customer to postgrid hereunder in the three (3) months prior to the event giving rise to a claim hereunder.
- Term and Termination: The term of this Agreement (the “Term”) shall commence as of the Effective Date. Upon execution of an Order, the Term shall continue, and shall last until the expiration of all Order Terms. For each Order, unless otherwise specified therein, the “Order Term” shall begin as of the effective date set forth on such Order, and unless earlier terminated as set forth herein, (x) shall continue for the initial term specified on such Order (the “Order Initial Term”), and (y) following the Order Initial Term, shall automatically renew for additional successive periods of one year each (each, an “Order Renewal Term”) unless either party notifies the other party of such party’s intention not to renew no later than sixty (60) days prior to the expiration of the Order Initial Term or then-current Order Renewal Term, as applicable.
In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by providing written notice to the breaching party, provided that the breaching party does not materially cure such breach within thirty (30) days of receipt of such notice. Without limiting the foregoing, PostGrid may suspend or limit Customer’s access to or use of a Service if (i) Customer’s account is more than thirty (30) days past due, or (ii) Customer’s use of such Service results in (or is reasonably likely to result in) damage to or material degradation of such Services which interferes with PostGrid’s ability to provide access to such Services to other customers. Either party may terminate this Agreement immediately if the other party ceases doing business or is the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding, that is not dismissed within sixty days of filing. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
In the case of expiration or termination of this Agreement, upon request by Customer made before, or within sixty (60) days after, the effective date of expiration or termination, PostGrid shall make available to Customer a complete download of all Customer Data in a file or database format in PostGrid’s discretion. For clarity, any services provided by PostGrid to Customer, including the downloading set out above, and any assistance in exporting the Customer Data, shall be billable at PostGrid’s standard rates then in effect.
- Publicity: Customer consents to the identification of Customer as a customer of PostGrid on PostGrid’s websites, and in other marketing and investor materials distributed by PostGrid (which may include emails and other web and print materials) (collectively, “PostGrid Marketing Materials”). Subject to prior approval of Customer, Customer also agrees to be referred in press releases, case studies prepared by PostGrid (collectively “PostGrid Press Materials”). In connection with such activities PostGrid may also display Customer’s trademark, service marks, and/or logos (collectively the “Customer Marks”) in PostGrid Marketing Material and PostGrid Press Materials. Customer hereby grants PostGrid a limited, non-exclusive, non-sublicensable license to use the Customer Marks for the purposes as set out in this section. The Parties agree that such license and consent shall terminate upon termination of Customer’s subscription to all Services.
- Entire Agreement: This Agreement represents the entire agreement between Customer and PostGrid with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and PostGrid with respect thereto (including, without limitation, any nondisclosure agreement entered into by the parties in the course of negotiating or entering into this Agreement).
- Governing Law and Jurisdiction: The Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction in the courts located in the Ontario, Canada.
- Notices: All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices must be sent to the contacts for each party set forth on the signature blocks below. Either party may update its address giving notice in accordance with this section.
- Amendment and Waiver: Except as otherwise provided herein, no modification or amendment of any provision of this Agreement shall be effective unless agreed by both parties in writing, and no waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
- Force Majeure: Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; pandemics and epidemics, acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.
- Assignment: Neither party may assign any of its rights or obligations under this Agreement without the other party’s consent; provided that (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party’s business relating to this Agreement, and (ii) PostGrid may utilize subcontractors in the performance of its obligations under this Agreement.
- Independent Contractors: No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.
- Recovering Costs: In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees.
- Severance and waiver: If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.
Data Processing Addendum
The customer agreeing to these terms (“Customer”), and PostGrid Inc. (“PostGrid”) have entered into an agreement under which PostGrid has agreed to provide certain services to Customer (as amended from time to time, the “Agreement”).
This Data Processing Addendum (the “DPA”) is an addendum to the Agreement and is governed by the terms and conditions of the Agreement.
- Breach means a breach by PostGrid of its security obligations in this DPA that results in the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data in PostGrid’s possession, provided by Customer to PostGrid for processing under the Agreement.
- Data Protection Laws means (i) the General Data Protection Regulation 2016/679 (“GDPR”), (ii) the California Consumer Privacy Act of 2018 (the “CCPA”), as amended from time to time an (iii) and other privacy and data protection laws that are applicable to the Services provided by PostGrid under the Agreement.
- Personal Data means any information relating to an identified natural person or a natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person, in each case that is provided by Customer to PostGrid for processing under the Agreement (each such person a “data subject”).
- “Process” or “process” (whether or not capitalized) means any operation or set of operations performed on Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
- “Standard Contractual Clauses” means the Standard Contractual Clauses for the transfer of Personal Data to Processors approved by EC Commission Decision of 5 February 2010 or any successor clauses adopted in accordance with GDPR Article 28(8).
Handling of Personal Data.
- Relationship of the Parties: Customer (the controller) appoints PostGrid as a processor to process Personal Data: (a) for the purposes described in the Agreement, or (b) with Customer’s prior written consent (collectively the “Permitted Purpose”). PostGrid is a service provider to the Customer under the CCPA. Each party will comply with the obligations that apply to it under the applicable Data Protection Laws. The details of the transfer and in particular the special categories of Personal Data where applicable are specified in the attached Exhibit A and incorporated herein by this reference.
- Cooperation and Data Subjects’ Rights: PostGrid will provide reasonable and timely assistance to Customer (at Customer’s expense) to enable Customer to respond to: (a) any request from a data subject to exercise any of its rights under Data Protection Laws (including its rights of access, correction, objection, erasure and data portability, as applicable); and (b) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the processing of the Personal Data. If any such request, correspondence, enquiry, or complaint is made directly to PostGrid, PostGrid will promptly inform Customer providing full details of the same.
- Personal Data Return and Disposal: Within 30 days after a written request by Customer or the termination or expiration of the Agreement, PostGrid will: (a) securely destroy all Personal Data in PostGrid’s possession in a manner that makes such Personal Data non-readable and non-retrievable. Notwithstanding the foregoing, PostGrid may retain copies of Personal Data: (x) to the extent PostGrid has a separate legal right or obligation to retain some or all of the Personal Data; (y) in the capacity of a data controller for PostGrid’s business operations (such as in email records, customer support or accounting records), and (z) in backup systems until the backups have been overwritten or expunged in accordance with PostGrid’s backup policy.
- International Transfers: To the extent PostGrid processes (or causes to be processed) any Personal Data originating from the EEA in a country that has not been designated by the European Commission as providing an adequate level of protection for Personal Data, the Personal Data shall be deemed to have adequate protection (within the meaning of EU data protection legislation). The parties will enter into the Standard Contractual Clauses whereby Customer will be regarded as the data exporter and PostGrid will be regarded as the data importer.
- Subprocessing: PostGrid may engage, and Customer hereby consents to PostGrid’s engagement of, PostGrid affiliates and third-party sub-processors to process Personal Data for the Permitted Purpose. A list of sub-processors engaged by PostGrid as of the date of signing this DPA will be provided on Customer’s request,if required to do so under the applicable Data Protection Laws and provided that Customer enter into a separate confidentiality agreement as required by PostGrid, at its sole discretion. PostGrid will impose data protection terms on any sub-processor it appoints as required to protect Personal Data to the standard required by the applicable Data Protection Laws. Customer may object to PostGrid’s appointment or replacement of a sub-processor prior to its appointment or replacement, provided such objection is based on reasonable grounds relating to data protection. In such an event, PostGrid will either not appoint or replace the sub-processor or, if this is not possible, Customer may suspend or terminate the Agreement without penalty.
- Data Protection Impact Assessment: PostGrid will provide reasonable cooperation to Customer (at Customer’s expense) in connection with any data protection impact assessment that Customer may be required to perform under EU Data Protection Law.
- Compliance with Laws: PostGrid and Customer shall at all times comply with Data Protection Laws with respect to the Personal Data.
PostGrid Security Measures.
- Security in PostGrid-Managed Deployments: PostGrid shall implement procedural, technical, and administrative safeguards to protect from accidental or unlawful destruction of Personal Data in storage and protect against any loss, alteration, unauthorized disclosure of or access to Personal Data.
- Audit: The requirements of GDPR Article 28 and Clauses 5(f) and 12(2) of the Standard Contractual Clauses will be satisfied as follows. On Customer’s request and subject to the confidentiality obligations set forth in the Agreement or an appropriate non-disclosure agreement, Customer may contact PostGrid in accordance with the “Notices” Section of the Agreement to request an audit, not more than once per year, of the procedures relevant to the protection of Personal Data. Before the commencement of any such audit, Customer and PostGrid shall mutually agree upon the scope, timing, and duration of the audit and the reimbursement rate for any travel or other expenses PostGrid incurs in the course of such audit. All reimbursement rates shall be reasonable, taking into account the resources expended by PostGrid. Customer shall promptly notify PostGrid with information regarding any non-compliance discovered during the course of an audit.
Customer Security Measures.
Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing, Customer shall maintain appropriate technical and organizational measures for the protection of Personal Data, including without limitation the following:
- PostGrid Permission to Access Customer Databases: In order to use the Services, Customer must authorize the Services to access Customer’s databases. When granting authorization, Customer must follow the principle of least privilege to Customer database information.
Data Breach Notification and Resolution.
- Breach Notice: If it becomes aware of a confirmed Breach, PostGrid shall inform Customer via email without undue delay. PostGrid shall further take any such reasonably necessary measures and actions to remedy or mitigate the effects of the Breach and will keep Customer informed of all material developments in connection with the Breach.
- Cooperation: PostGrid will provide reasonable information and cooperation to Customer so that Customer can fulfill any data breach reporting obligations it may have under (and in accordance with the timescales required by) applicable law.
- Construction; Interpretation: This DPA is not a standalone agreement and is only effective if an Agreement is in effect between PostGrid and Customer. This DPA is part of the Agreement and is governed by its terms and conditions (including limitations of liability set forth therein). This DPA and the Agreement are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements and communications relating to the subject matter hereof. Headings contained in this DPA are for convenience of reference only and do not form part of this DPA.
- Severability: If any provision of this DPA is adjudicated invalid or unenforceable, this DPA will be amended to the minimum extent necessary to achieve, to the maximum extent possible, the same legal and commercial effect originally intended by the parties. To the extent permitted by applicable law, the parties waive any provision of law that would render any clause of this DPA prohibited or unenforceable in any respect.
- Amendment, Enforcement of Rights: No modification of or amendment to this DPA, nor any waiver of any rights under this DPA, will be effective unless in writing signed by the parties to this DPA. The failure by either party to enforce any rights under this DPA will not be construed as a waiver of any rights of such party.
- Assignment: This DPA may be assigned only in connection with a valid assignment pursuant to the Agreement. If the Agreement is assigned by a party in accordance with its terms, this DPA will be automatically assigned by the same party to the same assignee.
- Governing Law: This DPA will be governed by and construed in accordance with the laws of the jurisdiction governing the Agreement unless otherwise required by EU Data Protection Law, in which case this DPA will be governed by the laws of the Republic of Ireland.
This Exhibit A describes the details of the processing and serves the purposes of satisfying the requirements of GDPR Article 28.
Subject matter, nature and purpose:
As a PostGrid Customer, you are the Controller and determine how and when you use the Services. PostGrid Users are your employees that use the Services. Categories of data:
- Information about PostGrid Users. This information about PostGrid Users includes end-user login/registration information for PostGrid Users as well as metadata about their usage.
- Information about Customer clients: This information about Customer clients includes name, address, contact information, bank information, invoicing information and any other information provided by Customer to PostGrid for Processing.
Duration: For the Term of the Agreement between PostGrid and Customer.
Data subjects: Customer employees and clients
Categories of data
Personal data may include any category of personal data, including without limitation:
- Email address
- Cookie Information
- Device Identifiers, IP-address and other online identifiers
- Account log-in details and passwords
- Telephone/mobile number
- Location Data
- Mailing Address
- Financial information
The Personal Data transferred will be subject to the following basic processing activities:
For Customer employees: logging into and accessing the portal
For Customer clients: Formatting into print materials, mailing print materials to clients
Service Level Policy
This Service Level Policy (the “SLA”) applies to the Address Verification API, Print and Mail Platform and API and Direct Mail Platform (collectively, the “Services”) provided by PostGrid Inc. (“PostGrid”) and is governed by the Master Agreement. The Master Agreement is the master services agreement signed by the customer and PostGrid. If there is no such signed master services agreement, the Master Agreement is the PostGrid Terms of Service available at https://www.postgrid.com.au/legal/
PostGrid may amend the terms of this SLA in accordance with the Master Agreement.
API Availability: PostGrid will use commercially reasonable efforts to make the API for at least 99.9% of the time during each calendar month (the “Monthly Uptime Percentage”)
Platform Availability: PostGrid will use commercially reasonable efforts to make the Print and Mail Platform available for no less than 99% of any calendar month.
Exclusions – The availability and response time service levels set out above do not apply to any unavailability of the Services due to (a) suspension or termination the customer’s account pursuant to the Master Agreement; (b) downtime for regular and emergency maintenance; (c) any acts or omissions by customer or any third party; (d) customer or third-party equipment, software, other technology; (e) customer’s failure to adhere to the technical requirements recommended by PostGrid or (f) factors outside of PostGrid’s control, including any force majeure event such as acts of war, terrorism, natural disasters, discontinuation of electrical supply, internet access and related problem or any other unforeseeable circumstances beyond PostGrid’s control.
Service Credits: PostGrid will provide service credits for its failure to meet the availability service levels set out above. Service credits will be the fees paid by customer for the Services for the time that the Service is unavailable to the maximum of the fees for the Service for seven days.
To receive a service credit, customer must submit a claim by opening a support ticket with PostGrid. The ticket must be opened within 15 days of the occurrence of the incident and must contain time the service was unavailable as evidenced by error logs. If PostGrid is able to validate the incident, PostGrid will apply the service credit on the the next invoice.
Print Logistics and Delivery: PostGrid aims to have orders delivered to the post office for mailing in the following time-frames
- Print orders – 2-5 business days
PostGrid is not responsible for USPS, Canada Post or other delivery agencies’ service levels
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