Shipstream™ Manager Terms and Conditions Service Agreement

The following outlines the terms and conditions of the Agreement between Pitney Bowes SBS LLC, whose sole member is Pitney Bowes Inc. (collectively "Pitney Bowes", "we", "us" or "our"), and you for the provision by us of the SHIPSTREAM™ MANAGER shipping solution. This Service Agreement along with your SHIPSTREAM™ MANAGER Software License Agreement, the terms of which are expressly incorporated herein, constitute the terms and conditions upon which we offer the SHIPSTREAM™ MANAGER Service ("SERVICE") to you.

Definitions: The following terms are applicable to this Agreement: "Parties" shall mean you and us; "Agreement" shall mean these terms of service, "Software License" shall mean the SHIPSTREAM™ MANAGER Software License Agreement and "Fee" shall mean the monthly service fee you accepted during your web or telephone order.

Your obligations: You agree to provide us with updates if any information in your customer profile change during the term of this Agreement, including, but not limited to, email address and/or credit card number and/or expiration date.

Acknowledgements: You acknowledge and agree that: (i) you will use the postage meter and scale or postage meter alone in accordance with this Agreement; (ii) the meter and/or scale will be used for business or commercial purposes only, and that this is not a consumer transaction; (iii) you are obligated to pay for postage and all supplies used in your meter and scale; (iv) your order is your application for a Meter License; and (v) you will abide by all USPS postage meter regulations.

Term and Termination: This Agreement, including the Software License, is effective for a period of sixty (60)days following your enrollment date. Your first sixty (60) days of the SERVICE shall be offered to you free of charge. If you do not wish to continue the SERVICE, please contact us at 1-877-WEB-SHIP during the initial sixty-day trial period to cancel the SERVICE with no further obligation. If you do not contact us to cancel during the trial period, this Agreement shall thereafter continue and will renew automatically for successive one (1) month cycles unless this Agreement is terminated by either party as provided herein. Each one (1) month cycle after the free trial you will be billed at the then current Fee. We may terminate this Agreement and your access to the SERVICE at any time for any reason upon providing notice to you to the email address that you designate in your customer profile. In the event that we terminate this Agreement for any reason other than for your breach and you have prepaid any monthly service fees, we will reimburse you for any such pre-paid fees for any months during which you were unable to access the SERVICE. We may suspend the SERVICE to you and/or your ability to access your account if you fail to update your customer profile information as provided herein. Upon termination you agree to return the scale to Pitney Bowes using the same package in which it was shipped to you. If Pitney Bowes has not received the scale within thirty (30) days of termination of the Service, you agree that Pitney Bowes has the right to charge your credit card $50 for the scale, and ownership in the scale will pass to you.

Billing: Fees will be billed monthly in advance to the credit card you designate. Applicable sales taxes may be added as required by law.

Account Maintenance: Certain information relating to your account, including but not limited to, account maintenance, system requirements and credits for spoiled postage is available through http://www.pbshipstream.com/account/login.cfm. You agree that such information is incorporated herein by reference and that your continuing use of the SERVICE after any updates or modifications to such information evidences your consent to such updates or modifications.

Limitation of Liability: WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SHIPSTREAM™ MANAGER SERVICE. UNDER NO CIRCUMSTANCES SHALL OUR LIABILITY TO YOU EXCEED THE FEES PAID BY YOU TO US PURSUANT TO THIS AGREEMENT. WE ASSUME NO RESPONSIBILITY TO YOU FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS OPPORTUNITY OR GOODWILL, EVEN IF WE HAD KNOWLEDGE THEREOF. ANY ACTION RELATED TO THIS AGREEMENT WHICH YOU FILE AGAINST US, INCLUDING BREACH OF WARRANTY OR OTHERWISE, MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE DATE OF THE EVENT GIVING RISE TO YOUR CLAIM.

Remedies: You agree that we may, in addition to other remedies available to us, charge any outstanding balance of payments, Fees or costs hereunder to your credit card or billing account. We may also recover all expenses incurred in enforcing our rights under this Agreement, including costs, attorney’s fees, and interest to the maximum extent permitted by law. We do not give up any legal or equitable remedies we otherwise would have by exercising our rights under this Agreement.

Indemnity: You agree to indemnify and hold harmless us, and our subsidiaries and affiliates, and their respective shareholders, directors, officers, employees and agents (collectively "Indemnified Party") from and against any and all losses, claims of losses, damages and expenses (including without limitation court costs and reasonable attorneys’ fees) asserted against the Indemnified Party and arising out of, or relating to your breach of your obligations under this Agreement.

Amendment: This Agreement may not be modified, amended or supplemented without our written consent. We may modify the terms of this Agreement in our sole discretion upon forty-five (45) days written notice to you.

Jurisdiction, Governing Law and Venue: Any legal action arising from or out of this Agreement shall be governed by the laws of the State of Connecticut without regard to its conflict of law principles. The sole jurisdiction and venue for any litigation arising from use of the Service shall be an appropriate federal or state court located in Connecticut. The United Nations’ Convention on Contracts for the International Sale of Goods is expressly disclaimed. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT.

USPS Meter License Terms & Conditions: When you fill out and submit this online application for a postage meter license, you are agreeing to abide by the regulations published in the USPS Domestic Mail Manual on meters. A summary will be sent to you with your postage meter license for future reference. The collection of this information is authorized by 39 USC 404. It will be used to administer postage meter activities. As a routine use, certain information may be disclosed to the public, to an appropriate law enforcement agency for investigative or prosecutive purposes, to a congressional office at your request, to a labor organization as required by the National Labor Relations Act (NLRA), and where pertinent, in a legal proceeding to which the Postal Service is a part. Completion of this form is voluntary; however, if this information is not provided you will not receive meter services.

The SERVICE, which is subject to the Software License and this Agreement, comprises a postage meter account and a rental scale, which are the property of Pitney Bowes and not for sale. You acknowledge and agree that your use of the SERVICE, subsequent to approval of your Postage Meter License, is subject to USPS conditions published in Part P030 of the Domestic Mail Manual. You understand that the USPS requires that you use the SERVICE solely for the recording and imprinting of postage. You further acknowledge and agree that you will not have any ownership rights in your personal account and that your access to and use of the SERVICE may be terminated by Pitney Bowes or the USPS upon demand. Further, you understand and agree that if you: (i) use the SERVICE for any fraudulent or unlawful purpose, (ii) do not use the SERVICE for any consecutive 3 month period, (iii) violate or allow another to violate these terms and conditions, (iv) permit use of the SERVICE in a jurisdiction that is not expressly authorized by the Manager of Retail Systems and Equipment, U.S. Postal Service, Washington DC 20260, or (v) otherwise fail to comply with the provisions of postal regulations and the Agreement regarding care and use of the SERVICE, that your Postage Meter License and your use of the SERVICE may be immediately revoked. You also acknowledge that any use of the SERVICE to commit fraud or deceit upon the USPS, such as depriving the USPS of rightful revenue, may subject you to civil and criminal penalties applicable to fraud and/or false claims against the United States. A false statement in this application or the mailing of matter bearing a fraudulent indicia may be a violation of federal criminal and civil laws. A detailed set of relevant regulations is available for your review at http://www.usps.gov/ibip.

Meter tampering is a Federal Offense. If you suspect meter tampering, call USPS Inspectors at 1-800-654-8896 or 1-202-484-5480. There is a reward of up to $50,000 for information leading to the conviction of any person who misuses Postage Meters resulting in the USPS receiving correct postage payments.