Pitney Bowes - Channel Program Agreement (Partner Stack)

These terms govern your participation in the Pitney Bowes Affiliate Program via PartnerStack. Please read carefully before joining or continuing with the program.

This Channel Program Agreement (this “Agreement”) between Pitney Bowes Inc. (“PBI”) and  [____________] (“you”, “your”, or “Partner”).

Partner desires to participate in PBI’s Partner Program, which allows Partner to identify and refer  to PBI potential customers for certain of PBI’s products and services (the “Services”) in the  designated territory (each, an “Affiliate Lead”) via a dedicated Partner Link (defined below) that is  published by Partner and from which Partner may earn a monetary commission (“Commission”)  from PBI for certain Affiliate Leads that make a qualifying purchase from PBI and become a PBI  Customer (each, a “Customer Transaction”), as further set forth herein (the “Partner Program”).  PBI and Partner now wish to enter into this Agreement subject to the terms and conditions  contained herein.

PBI may periodically amend, modify or update this Agreement, the Affiliate Tool (defined below)  and/or the Program Policies (defined below) in its sole discretion. If PBI amends, modifies or  updates the Agreement, the Affiliate Tool and/or the Program Policies, PBI will endeavor to notify  you in advance, which may include an in-app notification or by email. The updated terms will  become effective and binding on the date specified by PBI. If Partner does not agree to the  amended, modified or updated terms, Partner’s sole and exclusive remedy is to terminate the  Agreement in accordance with Section 18. 

For the purposes of this Agreement, “Affiliate Tool” means the tool/software, if any, that PBI makes  available to you upon your acceptance into the Partner Program and for you to use in order to  participate in the Partner Program.

1. Non-Exclusivity 

This Agreement does not create an exclusive agreement between the parties and, subject to the  confidentiality obligations under this Agreement, each party will have the right to recommend  similar products and services of third parties and to work with other parties in connection with the  design, sale, installation, implementation and use of similar services and products of third parties.

2. Partner Acceptance 

Once you complete an application to become a Partner, PBI will review your application and notify  you whether or not you have been accepted to participate in the Partner Program. Before PBI  accepts an application, PBI may want to review your application with you, so PBI may reach out  to you for more information. PBI may require that you complete certain requirements or  certification(s) before PBI accepts your application. If PBI does not notify you that you are  accepted to participate in the Partner Program within thirty (30) days from your application, your  application is considered to be rejected.

If you are accepted to participate in the Partner Program, then, upon notification of acceptance,  the terms and conditions of this Agreement shall apply in full force and effect, until terminated,  pursuant to the terms set forth below. Further, you will need to complete any enrollment criteria  that we may make available to your via our policies page (“Program Policies”), if applicable.  Failure to complete any enrollment criteria within thirty (30) days of your acceptance will result in  the immediate termination of this Agreement and you will no longer be able to participate in the  Partner Program.

You will comply with the terms and conditions of this Agreement at all times, including any  applicable Program Policies.

3. Customer Transactions 

Partner Program Limits. Each accepted Affiliate Lead will expire according to the information  provided in the Affiliate Tool (or, if applicable, in the Program Policies) from the date the Affiliate  Lead clicked on the designated Affiliate Link (defined below) that was made available by you. An  Affiliate Lead that completes a Customer Transaction becomes a “Customer”. PBI will pay you  Commission as described in the Affiliate Tool (or, if applicable, in the Program Policies) for each  new Customer who completes an applicable Customer Transaction after clicking on an Affiliate  Link made available by you, provided that you remain eligible to receive Commission pursuant to  the terms of this Agreement. The start of the Customer’s subscription is determined by the date  of the first purchase or sign-up (as applicable) of the applicable PBI Services by the Customer  and you will receive a Commission payment for that Customer Transaction only, regardless of  any additional purchases made by that Customer.

Partner may not be entitled to receive Commission on any additional purchases of PBI Services  by that same Customer. 

4. Eligibility

To be eligible for a Commission: (i) an Affiliate Lead must be accepted and valid in accordance  with the “Acceptance and Validity” section; (ii) a Customer Transaction must have occurred; and  (iii) a Customer must remain a PBI customer during the lock-in period in the Affiliate Tool (or, if  applicable, in the Program Policies). You are not eligible to receive a Commission or any other  compensation from us based on transactions for other products and services or if: (i) such  compensation is disallowed or limited by federal, state or local law or regulation in the United  States or the laws or regulations of your jurisdiction; (ii) the applicable Customer objects to or  prohibits such compensation or excludes such compensation from its payments to us or our  Partners; (iii) the Customer has paid or will pay such commissions, referral fees, or other  compensation directly to you; (iv) the Commission payment has been obtained by fraudulent  means, by misuse of the Affiliate Link, in violation of any Partner Program Policies that PBI makes  available to you, by misuse of the Affiliate Tool or by any other means that PBI deems to breach  the spirit of the Partner Program; or (v) the Customer also participates in this Partner Program.  PBI may discontinue Commission payments should any of the eligibility criteria set forth in this  section fail to be met at any time. 

Requirements. In order to be eligible for appointment as a Partner under this Agreement: (i) you  must not be a competitor of the PBI or any of its affiliates, and (ii) as a Partner under this  Agreement, you hereby represent, warrant, and covenant that you will meet the following  requirements: (a) use commercially reasonable efforts to promote and market the PBI in accordance with the terms of this Agreement; (b) conduct business in a competent and  professional manner that reflects favorably at all times on the PBI, the PBI’s Services, and the  goodwill and reputation of the PBI; (c) avoid deceptive, misleading, and unethical practices; (d)  not make any false, misleading, or unauthorized representations, warranties, or guarantees with  respect to the PBI or its Services; (e) comply with all applicable laws (foreign and domestic) and  obtain all necessary registrations and approvals required for the performance of your obligations  hereunder; and (f) remain current with all of the PBI’s verification requirements as required.

5. Authority

Partner has no authority to distribute or resell the PBI services or to make any commitments or  agreements, or incur any liabilities whatsoever, on behalf of the PBI. Except to the extent  expressly set forth in the PBI marketing materials, service descriptions, documentation, or other  collateral provided to you by the PBI hereunder expressly for the purpose of performing the  referral activities (collectively, “PBI Materials”), Partner shall not make or provide any  representations or warranties to any leads or any other third party with respect to the PBI or the  PBI Services. Partner shall be solely responsible for all representations and warranties it makes  regarding the PBI or the PBI Services that are unauthorized or inconsistent with the PBI Materials. 

6. Acceptance and Validity

You will only be eligible for a Commission payment for any Customer Transactions that derived  from Affiliate Leads generated by the Affiliate Link that PBI makes available to you and are  accepted by the PBI. An Affiliate Lead will be considered valid and accepted if, in our reasonable  determination: (i) it is a new potential customer of ours; and (ii) it is not, at the time of submission  or sixty (60) days prior, one of our pre-existing customers, or involved in our active sales process.  Notwithstanding the foregoing, PBI may choose not to accept an Affiliate Lead in our reasonable  discretion. If an Affiliate Lead does not purchase PBI’s Services within the time period described  on the Affiliate Tool (or, if applicable, in the Program Policies) of their first click on the Affiliate  Link, such individual or entity is not considered a Customer and you will not be eligible for a  Commission payment, even if the Affiliate Lead decides to purchase after the time period has  expired. An Affiliate Lead is not considered valid if its first click on the Affiliate Link is after this  Agreement has expired or terminated. 

7. Engagement with Prospects

Once PBI has received the Affiliate Lead information, PBI may elect to engage with the prospect  directly, regardless of whether or not the Affiliate Lead is valid. If an Affiliate Lead is not valid then  PBI may choose to maintain it in our database and PBI may choose to engage with such Affiliate  Lead. Any engagement between the PBI and an Affiliate Lead will be at the PBI’s discretion. 

8. License

Subject to Partner’s compliance with all terms of this Agreement, PBI hereby grants to Partner a  revocable, non-transferable, non-exclusive license in the designated territory during the Term to  market, promote, and display a link specifically assigned to Partner by the PBI (whether in the  form of text, or a logo or other graphic) (the “Partner Link” or “Affiliate Link”), which will link to your  designated Partner URL, to be utilized in a manner consistent with PBI’s trademark, branding and  logo usage policies promulgated from time to time. PBI grants no rights under this Agreement to  Partner to sublicense, resell, or otherwise distribute to customers or third parties or for subsequent  sublicensing, resale, or other distribution to end users or other distributors. 

9. Commission and Payment

In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this  Agreement (generally completed through the Affiliate Tool); (ii) completed all steps necessary to  create your account in the Affiliate Tool in accordance with our directions; (iii) a valid and up-to date payment method in the Affiliate Tool with such account; and (iv) completed any and all  required tax documentation in order for the Affiliate Tool to process any payments that may be owed to you. PBI reserves the right to alter or change the Commission amount as per the Affiliate  Tool on a going-forward basis. 

10. Requirements for Payment; Forfeiture

Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the  requirements set forth in Section 4 remain outstanding for six (6) months immediately following  the close of a Customer Transaction, then your right to receive a Commission arising from any  and all Customer Transactions with the associated Customer will be forever forfeited (each, a  “Forfeited Transaction”). PBI will have no obligation to pay you a Commission associated with a  Forfeited Transaction. Once you comply with all of the requirements specified herein then you will  be eligible to receive a Commission on Customer Transactions, as long as these Customer  Transactions do not involve the same Customer associated with a Forfeited Transaction. 

11. Third Party Payment Processors

PBI may utilize third party payment processors or service providers (collectively, “Payment  Processors”) in order to facilitate payments under the PBI Partner Program. Partner is solely  responsible for providing and maintaining with the PBI and the Payment Processor(s) its current  contact information and address for receipt of payments under this Agreement. PBI will have no  liability for, and will not resend, payments returned due to incorrect payment addresses.  Payments due hereunder will be made within forty-five (45) days after the end of the calendar  month in which the corresponding amounts are collected by PBI. 

12. Taxes

You are responsible for payment of all taxes and fees (including bank fees) applicable to the  Commission. All amounts payable by us to you are subject to offset by us against any amounts  owed by you to us. 

13. Training and Support

PBI may make available to you, without charge, various webinars and other resources made  available as part of our Partner Program. If PBI makes such resources available to you, you will  encourage your sales representatives and/or other relevant personnel to participate in training  and/or other certifications as PBI recommends and may make available to you from time to time.  PBI may change or discontinue any or all parts of the Partner Program benefits or offerings at any  time without notice. 

14. Quality Control

Any uses by Partner of the Services, PBI marks, or PBI marketing materials shall conform to all  standards set by PBI from time to time and not be sold, used, distributed, or disclosed by Partner  unless approved by PBI. Partner acknowledges and agrees that this section constitutes a material  term of this Agreement. 

15. Trademarks

You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your  trademarks, service marks and logos (“Partner Marks”) in connection with the Partner Program  and this Agreement. During the Term of this Agreement, in the event that PBI makes our trademark available to you within the Affiliate Tool, you may use our trademark as long as you  follow the usage requirements in this section. You must: (i) only use the images of our trademark  that PBI makes available to you, without altering them in any way; (ii) only use our trademarks in  connection with the Partner Program and this Agreement; (iii) follow all of our Trademark usage  guidelines; and (iv) immediately comply if PBI requests that you discontinue use. You must not  use our trademark: (i) in a misleading or disparaging way; (ii) in a way that implies PBI endorses,  sponsors, or approves of your services or products; or (iii) in violation of applicable law or in  connection with an obscene, indecent, or unlawful topic or material.

16. Proprietary Rights

No license to any software is granted by this Agreement. PBI’s Services are protected by  intellectual property laws. PBI’s Services belong to and are the property of us or our licensors (if  any). Partner acknowledges and agrees that PBI maintains exclusive ownership of the Services,  PBI marks, and PBI marketing materials, including all derivative works, updates, or modifications  thereto, and all copies and all portions thereof. All goodwill arising with respect to the use of the  Services, PBI marks, and PBI marketing materials shall inure to PBI’s exclusive benefit. Partner  will not attack, question, or contest the validity of PBI’s ownership of PBI’s intellectual property  rights, both during the Term and thereafter. Partner will not remove, alter, or conceal any PBI  copyright or other proprietary notice displayed on the Services, PBI marks, or PBI marketing  materials. Partner shall not use any language or display PBI intellectual property rights in such a  way as to create the impression that PBI intellectual property rights belong to Partner. 

PBI encourages all customers, affiliates and partners to comment on the PBI Services, provide  suggestions for improving them, and vote on suggestions they like. You agree that all such  comments and suggestions will be non-confidential and that PBI own all rights to use and  incorporate them into the PBI Services, without payment to you except where there has been a  prior agreement to that effect.

17. Confidentiality 

Definition of Confidential Information. For this Agreement, “Confidential Information” means  all data and information whether in written, machine readable, or other tangible form, or disclosed orally, and whether disclosed before, on, or after the effective date, that is communicated by either  party to the other party which is marked as “confidential” or “proprietary” or is otherwise the type  of information which a reasonable person would understand to be confidential in light of the  circumstances of its disclosure. A party disclosing information is a “Disclosing Party”. A party  receiving information is a “Receiving Party”. Confidential Information shall include, but not be  limited to, information relating to the Disclosing Party’s assets, properties, personnel, customers,  suppliers, products, technology, services, facilities, current or proposed business plans,  marketing and roll-out plans, distribution channels, financial information, prices, trade secrets,  know-how, formulae, processes, data, drawings, proprietary information, and any other non public information which concerns the business and operations of the Disclosing Party or its  affiliates, whether marked or otherwise labelled as confidential. PBI’s Confidential Information  also includes: (i) its software, services and products and any updates, enhancements, new  releases, modifications and corrective programming thereto; (ii) any product, services or software  documentation or marketing material; (iii) customer lists, prospect lists, existing agreements with  vendors and business partners of either party, and pricing proposals; (iv) marketing, sales,  financial and other business information, data and plans; (v) research and development  information; (vi) formulae, methods, know-how, processes, designs, new products, performance tests, product evaluations, proprietary computer software, bug fixes, and reported problems with  the PBI Services; and (vii) information concerning any Customer.

Use. Confidential Information shall be used solely for each party’s performance under this  Agreement and the exercise of its rights hereunder and shall not be disclosed to any third party  except as otherwise permitted under this Agreement. Each party shall take reasonable  precautions, at least as strong as the precautions it takes to protect its own confidential  information, to maintain the Confidential Information in strict confidence. 

Exclusions. Confidential Information shall not include any information that the receiving party  can establish: (i) is or subsequently becomes publicly available through no act or omission of the  receiving party; (ii) was in the receiving party’s lawful possession prior to disclosure of such  information; (iii) is subsequently disclosed to receiving party by a third party who is not in breach  of an obligation of confidentiality; (iv) is independently developed by the receiving party without  the use or benefit of the Confidential Information; or (v) is required to be disclosed under a court  order or a valid subpoena, provided that the receiving party promptly notifies the disclosing party  and provides the disclosing party an opportunity to seek an appropriate protective order.

Equitable Relief. Either party may be irreparably damaged if the obligations under this section  are not specifically enforced and such party may not have an adequate remedy in the event of an  actual or threatened violation by the other party of its obligations hereunder. The parties agree,  therefore, that such party may be entitled, in addition to other available remedies, to an injunction  restraining any actual, threatened or further breaches of the other party’s obligations under this  section or any other appropriate equitable order or decree. 

Personal Data. The parties also agree to comply with all applicable data protection laws in  relation to their processing of any personal data or personal information under this Agreement.  The parties agree to negotiate, in good faith, an amendment to this Agreement to the extent either  party must document its compliance with applicable data protection laws.

18. Term and Termination 

Term. This Agreement will apply for as long as you participate in the Partner Program, until  terminated (the “Term”).

Termination Without Cause. Either party may terminate this Agreement on fifteen (15) days’  written notice to the other party. 

Termination for Cause. PBI may terminate this Agreement: (i) upon thirty (30) days’ notice to  you of a material breach if such breach remains uncured at the expiration of such period; (ii) upon  fifteen (15) days’ notice to you of non-payment of any amount due to us if such amount remains  unpaid at the expiration of such period; (iii) immediately if you become the subject of a petition in  bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment  for the benefit of creditors; (iv) immediately if you breach the terms applicable to your subscription  with us (if you have one), including if you default on your payment obligations to us or our affiliate;  or (v) immediately if PBI determines that you are acting, or have acted, in a way that has  negatively reflected or may negatively reflect on or affect us, our prospects, or our customers.

Effects of Expiration/Termination. Expiration of this Agreement, and termination of this  Agreement: (i) without cause by us; or (ii) by you with cause shall not affect our obligation to pay  you a Commission, so long as the related payment by the Customer Transaction is recognized by us within thirty (30) days after the date of such termination or expiration. PBI will not pay you  fees on Customer Transactions recognized by us after thirty (30) days after the date of such  termination or expiration set out above; provided, however, in the event of termination without  cause by you, or for cause by us, our obligation to pay and your right to receive any Commission  will terminate upon the date of such termination, regardless of whether you would have otherwise  been eligible to receive Commission prior to the date of termination. Except as expressly set forth  in this section, you are not eligible to receive a Commission payment after expiration or  termination of this Agreement. Upon termination or expiration, you will discontinue all use of and  delete the Affiliate Tool that PBI makes available to you for your participation in the Partner  Program. Upon termination or expiration, an Affiliate Lead is not considered valid, and PBI may  choose to maintain it in our database and engage with such a prospect.

Upon termination or expiration, you will immediately discontinue all use of our trademark and  references to this Partner Program from your website(s) and other collateral. For the avoidance  of doubt, termination or expiration of this Agreement shall not cause a Customer’s subscription  agreement to be terminated.

19. Partner Representations and Warranties 

You represent and warrant that: (i) you have all sufficient rights and permissions to participate in  the Partner Program and to provision PBI with Affiliate Leads for our use in sales and marketing  efforts or as otherwise set forth in this Agreement; (ii) your participation in this Partner Program  will not conflict with any of your existing agreements or arrangements; and (iii) you own or have  sufficient rights to use and to grant to us our right to use the Affiliate Marks.

You further represent and warrant that: (i) you will ensure that you are compliant with any trade  or regulatory requirements that may apply to your participation in the Partner Program (for  example, by clearly stating you are a PBI Partner on any website(s) you own where you make an  Affiliate Link available); (ii) you will accurately provide in the Affiliate Tool all websites and domains  you own where you intend to use Affiliate Links to generate Affiliate Leads; (iii) you will not  purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as  competing with PBI’s own advertising, including, but not limited to, our branded keywords; (iv) you  will not participate in cookie stuffing or pop-ups, and false or misleading links are strictly  prohibited; (v) you will not attempt to mask the referring URL information; (vi) you will not use your  own Affiliate Link to purchase PBI Services for yourself; and (vii) you will not use any mechanisms  to deliver leads other than through an intended consumer. This includes sourcing leads through  compilations of personal data such as phonebooks, using fake redirects or other tools or  automation devices to generate leads (including, but not limited to, robots, iframes, or hidden  frames), or offering incentives to encourage purchases or sign-ups. 

20. Indemnification

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim,  suit, action, or proceeding (each, an “Action”) brought against us (and/or our officers, directors,  employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with  us to the extent that such Action is based upon or arises out of (a) your participation in the Partner  Program, (b) our use of any data you provided us, (c) your noncompliance with or breach of this  Agreement, (d) your use of the Affiliate Tool, or (e) our use of the Partner Marks. PBI will: promptly  notify you in writing of our becoming aware of any such claim; give you sole control of the defense  or settlement of such a claim; and provide you (at your expense) with any and all information and  assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that: (i) imposes an obligation on us; (ii) requires us to make an  admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on  us without our prior written consent. 

21. Disclaimers; Limitations of Liability

NEITHER PARTY NOR ITS RESPECTIVE OFFICERS, REPRESENTATIVES, AGENTS,  EMPLOYEES, INSURERS, LICENSORS, AND SERVICE PROVIDERS SHALL BE LIABLE TO  THE OTHER PARTY FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF  SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR  CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOST DATA,  HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, BUT NOT  LIMITED TO, CONTRACT, PRODUCTS LIABILITY, STRICT LIABILITY, WARRANTY, AND  NEGLIGENCE, AND WHETHER OR NOT SUCH PERSON WAS OR SHOULD HAVE BEEN  AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING  LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF  ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. PBI’S AGGREGATE LIABILITY TO  PARTNER UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT OF  PARTNER COMMISSION OWED TO PARTNER WITHIN THE LAST TWELVE (12) MONTHS  IMMEDIATELY PRIOR TO THE CLAIM(S) GIVING RISE TO SUCH LIABILITY. THE  LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT  APPLY TO THE DEFENSE AND INDEMNIFICATION OBLIGATIONS CONTAINED IN THIS  AGREEMENT OR FOR YOUR BREACH OF INTELLECTUAL PROPERTY OWNERSHIP OR  CONFIDENTIALITY OBLIGATIONS. 

Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH  PARTY HEREBY DISCLAIMS ALL OTHER WARRANTIES EXPRESS, IMPLIED, OR  STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF  MERCHANTABILITY, INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. TO  THE EXTENT EITHER PARTY MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM  ANY WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE  MINIMUM PERMITTED UNDER SUCH LAW.

22. General 

No Waiver. No delay in exercising any right or remedy or failure to object will be a waiver of such  right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any  right or remedy on any future occasion.

Applicable Law. This Agreement shall be governed by the laws of the State of New York without  regard to the conflict of laws provisions thereof. In the event either of us initiates an action in  connection with this Agreement or any other dispute between the parties, the exclusive venue  and jurisdiction of such action shall be in the state and federal courts in the jurisdiction in which  PBI has its principal place of business at the time any dispute arises. 

Force Majeure. Neither party will be responsible for failure or delay of performance if caused by:  act of war, hostility, or sabotage; act of God; electrical, Internet, or telecommunication outage that  is not caused by the obligated party; government restrictions; or other event outside the  reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the  effect of a force majeure event.

Relationship of the Parties. Both you and PBI agree that no joint venture, partnership,  employment, or agency relationship exists between you and us as a result of this Agreement.  Partner has no authority to make or accept any offers or representations on our behalf. Partner  will not make any statement, whether on its sites or otherwise, that reasonably would contradict  the foregoing.

Disclosure of Partner Relationship. It is the sole responsibility of Partner to disclose the nature  of its referral/partnership relationship with PBI to any leads or customers, and Partner shall  indemnify and hold harmless PBI against any liability arising from Partner’s lack of disclosure to  an actual or potential customer. 

Compliance with Applicable Laws. You shall comply, and shall ensure that any third parties  performing sales or referral activities on your behalf comply, with all applicable foreign and  domestic laws (including, without limitation, export laws and laws applicable to sending unsolicited  email), governmental regulations, ordinances, and judicial administrative orders. You shall not  engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that  otherwise may be detrimental to us or our customers, or to the public. Export laws and regulations  of the United States and any other relevant local export laws and regulations may apply to PBI  Services. You will comply with the sanctions programs administered by the Office of Foreign  Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly  export, re-export, or transfer PBI Services to prohibited countries or individuals or permit use of  PBI Services by prohibited countries or individuals.

Severability. If any part of this Agreement is determined to be invalid or unenforceable by  applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid,  enforceable provision that most closely matches the intent of the original provision and the  remainder of this Agreement will continue in effect. 

Notices. Notice will be sent to the contact address set forth herein (as such may be changed by  notice given to the other party) and will be deemed delivered as of the date of actual receipt.  Your contact address will be the address Partner has on file at the time of execution of this  Agreement.

PBI may give electronic notices specific to you by email to your email address(es) on record in  our account information for you. 

Entire Agreement. This Agreement constitutes the entire agreement between the parties with  respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous  understandings or agreements, written or oral, including, without limitation, the terms of any  purchase order. No amendment to or modification of this Agreement will be binding unless agreed  to in writing and signed by a duly authorized representative of both parties. This Agreement will  be interpreted in accordance with its terms and without any strict construction in favor of or against  either party.

Assignment. You will not assign or transfer this Agreement, including any assignment or transfer  by reason of merger, reorganization, sale of all or substantially all of its assets, change of control  or operation of law, without our prior written consent. PBI may assign this Agreement to any  affiliate in the event of merger, reorganization, sale of all or substantially all of our assets, change  of control or operation of law.

No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or  shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy  of any nature whatsoever under or by reason of this Agreement. 

Program Policies Page. PBI may change the Program Policies from time to time. Your  participation in the Partner Program is subject to the Program Policies, which are incorporated  herein by reference.

No Licenses. PBI grants to you only the rights and licenses expressly stated in this Agreement,  and you receive no other rights or licenses with respect to PBI, the PBI Services, our trademarks,  or any other property or right of ours. 

Authority. Each party represents and warrants to the other that it has full power and authority to  enter into this Agreement and that it is binding upon such party and enforceable in accordance  with its terms.

Survival. The following sections, as well any other section which by its nature is intended to  survive expiration or termination of this Agreement, shall survive the expiration or termination of  this Agreement: “Commission and Payment”, “Proprietary Rights”, “Confidentiality”, “Effects of  Expiration/Termination”, “Indemnification”, “Disclaimers; Limitation of Liability”, “Non-Solicitation”  and “General”. 

Agreed:

 

[________________]  By:

Name:

Title:

Date:

Pitney Bowes Inc.  By:

Name:

Title:

Date: