POSTILIZE DIGITAL ASSISTANT PLATFORM TERMS OF SERVICE

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Last updated: July 3, 2024

These Postilize Digital Assistant Platform Terms of Service (this “Agreement”) govern your or the company or entity on whose behalf you entered this Agreement or that is otherwise identified on the applicable Order Form (“Customer”) use of the Digital Assistant Services as made available by Postilize Inc. (“Postilize”). Postilize and Customer may be referred to herein collectively as the “Parties” or individually as a “Party”.

1. AGREEMENT TO TERMS AND CONDITIONS.

This Agreement is effective, and you agree to be bound by this Agreement on the Order Form Date specified on the initial Order Form incorporating this Agreement (“Effective Date”). If you are accepting this Agreement on behalf of Customer, you represent and warrant that you have the authority to bind Customer to the terms and conditions of this Agreement.

2. DEFINITIONS.

(a) “Aggregate/Deidentified Data” means any data that is derived or aggregated in deidentified form from (i) any Customer Materials; (ii) Output; or (ii) Customer’s and/or its Authorized Users’ use of the Digital Assistant Services, including, without limitation, any usage data or trends with respect to the Digital Assistant Services.

(b) “App” means the application developed and offered by Postilize for access to the Digital Assistant Services.

(c) “Authorized Users” means employees authorized by Customer to use the Digital Assistant Services.

(d) “Postilize IP” means the Digital Assistant Services, the underlying software provided in conjunction with the Digital Assistant Services, algorithms, models (including those related to machine learning and artificial intelligence), interfaces, technology, databases, tools, know-how, processes, and methods used to provide or deliver the Digital Assistant Services and Documentation, and Aggregate/Deidentified Data (as defined below), all improvements, modifications, or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all Intellectual Property Rights in and to any of the foregoing.

(e) “Documentation” means the documentation relating to the Digital Assistant Services if and as provided by Postilize to Customer (including any revised versions thereof), which may be updated from time to time upon notice to the customer.

(f) “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.

(g) “Order Form” means a mutually executed order form or other mutually agreed upon ordering document which references this Agreement and sets forth the applicable Digital Assistant Services to be provided by Postilize.

(h) “Output” means any data, content, information, responses, suggestions, or other output generated by the Digital Assistant Services in connection with Customer’s use thereof.

(i) “Digital Assistant Services” means the online customer relationship management (CRM) platform and certain software tools incorporated therein, offered by Postilize as more particularly described or identified in the applicable Order Form, together with the App.

3. PRIVACY POLICY.

Please review Postilize’s Privacy Policy, available at https://www.postilize.com/privacy-policy which also governs how Postilize collects, uses, and shares Customer’s and Authorized Users’ information.

4. ACCESS AND USE.

(a) Digital Assistant Services. Subject to the terms and conditions of this Agreement, Postilize hereby grants Customer a limited, non-exclusive, non-transferable (except in compliance with Section 14(b)) right to use (and permit Authorized Users to use) the Digital Assistant Services solely for Customer’s internal business purposes in accordance with the Documentation and the terms of this Agreement.

(b) Use Restrictions. Customer will not and will not permit any person or entity (including, without limitation, Authorized Users) to, directly or indirectly:

• (i) copy, modify or create any derivative work of any portion of the Digital Assistant Services or the Documentation;

• (ii) reverse engineer, decompile, decode, or disassemble or otherwise attempt to derive or gain improper access to any software component of the Digital Assistant Services, in whole or in part;

• (iii) frame, mirror, sell, resell, market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan any portion of the Digital Assistant Services to any other person or entity, or otherwise allow any person or entity to use the Digital Assistant Services for any purpose other than for the benefit of Customer in accordance with this Agreement;

• (iv) use the Digital Assistant Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other right of any person or entity, or that violates any applicable law;

• (v) interfere with, or disrupt the integrity or performance of, the Subscription Digital Assistant Services, or any data or content contained therein or transmitted thereby;

• (vi) access or search the Digital Assistant Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Digital Assistant Services features provided by Postilize for use expressly for such purposes;

• (vii) use the Digital Assistant Services, Documentation or any other Postilize Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could compete with the Digital Assistant Services;

• (viii) send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

• (ix) forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Digital Assistant Services to send altered, deceptive or false source-identifying information; or

• (x) impersonate or misrepresent your affiliation with any person or entity.

(c) Authorized Users. Customer may only permit Authorized Users to use the Digital Assistant Services, and only in accordance with the Documentation and the terms of this Agreement, provided that Customer is responsible for all acts or omissions by its Authorized Users in connection with their use of the Digital Assistant Services and their compliance with the terms and conditions of this Agreement, including, without limitation, with Customer’s obligations and the restrictions set forth in Section 4(b). Customer will, and will require all Authorized Users to, use all reasonable means to secure user names and passwords, hardware and software used to access the Digital Assistant Services in accordance with customary security protocols, and will promptly notify Postilize if Customer knows or reasonably suspects that any user name and/or password has been compromised.

(d) Ownership of Postilize IP. Subject to the limited rights expressly granted hereunder, Postilize reserves and, as between the Parties will solely own, the Postilize IP and all rights, title, and interest in and to the Postilize IP. No rights are granted to Customer hereunder (whether by implication, estoppel, exhaustion, or otherwise) other than as expressly set forth herein.

(e) Feedback. From time to time Customer or its employees, contractors, representatives may provide Postilize with suggestions, comments, feedback or the like with regard to the Digital Assistant Services (collectively, “Feedback”). Customer hereby grants Postilize a perpetual, irrevocable, royalty-free, and fully-paid-up license to use and exploit all Feedback in connection with Postilize’s business purposes, including, without limitation, the testing, development, maintenance, and improvement of the Digital Assistant Services. For clarity, Feedback is not considered Confidential Information (as defined below).

(f) Third-Party Services. Certain features and functionalities within the Digital Assistant Services may allow Customer and its Authorized Users to integrate with, interface or interact with, access and/or use compatible third-party services, products, technology, and content (collectively, “Third-Party Services”). Postilize does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors, or bugs in the Digital Assistant Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto.

5. FEES.

In payment for Customer’s access to the Digital Assistant Services during the Term, Customer shall pay Postilize the non-refundable fees set forth on the applicable Order Form (the “Fees”). Except as otherwise provided in the applicable Order Form, Postilize will issue monthly invoice(s) to Customer during the Term, and Customer will pay all amounts set forth on any such invoice in advance for the Term (e.g., Postilize may issue one invoice for full upfront payment during the initial Term, and one invoice for each renewal Term thereafter, each of which Customer will pay in full) no later than thirty (30) days after the date of such invoice. Postilize reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of each then-current Term (including any renewal Term), upon sixty (60) days’ prior notice to Customer (which may be sent by email). If Customer has signed up for automatic billing, Postilize will charge Customer’s selected payment method (such as a credit card) for any Fees on the applicable payment date, including any applicable taxes. If Postilize cannot charge Customer’s selected payment method for any reason (such as expiration or insufficient funds), Customer remains responsible for any uncollected amounts, and Postilize will attempt to charge the payment method again

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