Software License Agreement

IMPORTANT: PLEASE CAREFULLY READ THE TERMS BELOW BEFORE INSTALLING ENDICIA SOFTWARE. This Software License Agreement (“Agreement”) is a legal agreement between you (either an individual or a single entity) and PSI Systems, Inc. (dba Endicia) (“Endicia”) for use of the Endicia software identified above (the “Software” as further defined below). By installing, copying, or using the Software, you accept this Agreement. If you do not accept all of the terms of this Agreement, stop the installation, delete the installation file(s) and do not use the Software. Instead, return it to Endicia for a refund or credit if applicable.

This Agreement describes your rights and obligations with respect to the Software code and any associated CD-ROMs, files, media, printed materials, and online or electronic documentation provided to you by Endicia, including any upgrades, modified versions, updates, additions, and copies of the foregoing and any data or information obtained through use of the Software (collectively, the “Software”). Any person accepting this Agreement on behalf of another entity represents and warrants that such individual is a duly authorized representative, having the power and authority to bind such entity to this Agreement.

1. License.
   Endicia grants you, subject to the terms and conditions herein, the limited, non-exclusive right to use the Software on the number of computers for which you have authorized licenses from Endicia. Software is “in use” on a computer when it is loaded into the temporary memory (i.e., RAM) or installed into the permanent memory (e.g., hard disk, CD-ROM, or other storage device) of that computer, except when such Software is licensed on a “concurrent user(s)” basis, in which case Software is “in use” on a computer only when it is loaded into said temporary memory.
2. Use Restrictions.
   You acknowledge that the Software is protected by United States copyright laws and international treaty provisions. The Software may not be duplicated or copied except as reasonably necessary for archival or backup purposes, program error verification, or to replace defective media. All copies made must bear the copyright notices contained in the original. Except with the written consent of Endicia, (a) you shall not modify, alter, adapt, decompile, disassemble, or reverse engineer the Software or create derivative works thereof, or permit others to do so, (b) you shall not place the Software onto a server so it is accessible via a public network such as the Internet, and (c) you shall not sell, rent, lease, sublicense, transfer, publish, disclose, display, or otherwise make available the Software or any derivative thereof to any other person. This Agreement and the Software may be transferred to a third party, with prior written consent from Endicia, as long as the third party agrees to all the terms of this Agreement and you do not retain any copies of the Software. All rights with respect to the Software not specifically granted to you hereunder are reserved by Endicia or its licensors, remains the owner of all right, title, copyright and interest in the Software and any copies or derivatives of it.
3. ermination.
   This Agreement shall be terminated automatically if you violate any of its terms. Upon termination of this Agreement, you shall either return to Endicia or, with Endicia's prior consent, destroy all copies of the Software in your possession, and provide Endicia with a written certificate evidencing such destruction. In the event you have been authorized by Endicia to modify the Software or include it in any other software program, upon termination of this Agreement, you agree to immediately remove the Software or any portion thereof from the modified program. Sections 4, 5, 6 and 10 of this Agreement shall survive any termination of this Agreement and shall remain in full force and effect.
4. Confidentiality.
   You acknowledge that the Software contains trade secrets of Endicia. You agree to take measures to protect the confidentiality of the Software that, in the aggregate, are no less protective than those measures you use to protect the confidentiality of your own confidential information (in no event, less than commercially reasonable measures). You further agree to use and disclose the Software only for the purposes contemplated by this Agreement.
5. Disclaimers and Indemnity.
   THE SOFTWARE IS PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, REGARDLESS OF WHETHER ENDICIA KNOWS OR HAS REASON TO KNOW OF YOUR PARTICULAR NEEDS. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT, THE SOFTWARE IS BEING PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. You agree to indemnify, defend, and hold harmless Endicia and its affiliates and their officers, directors, employees, and contractors from and against all losses, expenses, damages, and costs, including attorneys' fees, resulting from any violation of this Agreement by you (including negligent or wrongful conduct) or your use of the Software. If implied warranties may not be disclaimed under applicable law, then ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO A PERIOD OF SIXTY (60) DAYS FROM THE DATE THE SOFTWARE IS FIRST RECEIVED BY YOU. Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state.
6. Limitation of Liability.
   
   1. IN NO EVENT SHALL ENDICIA BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING FROM OR CONNECTED WITH THIS AGREEMENT OR YOUR USE OR THE PERFORMANCE OF THE SOFTWARE, REGARDLESS OF WHETHER ENDICIA KNOWS OR HAS REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES. Some states do not allow exclusion of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
   2. IN NO EVENT WILL ENDICIA'S LIABILITY FOR ANY CLAIM OF ANY KIND, WHETHER BASED IN CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY LOSSES OR DAMAGES ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM, THIS AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF, OR THE SOFTWARE OR THE USE OR PERFORMANCE THEREOF, EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE.
7. U.S. Government Restricted Rights.
   Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software -- Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is PSI Systems, Inc. (dba Endicia), 385 Sherman Ave, Palo Alto, CA 94306.
8. United States Postal Service.
   To the extent that the Software contains or uses any of the following software or interfaces, you acknowledge the rights and ownership of the United States Postal Service (“USPS”) in such items: (a) the Address Matching Systems Application Program Interface (AMS API), (b) the DPV Application Program Interface (DPV API), (c) the Zip+4^(R) national database, (d) the DPV(tm) database, (e) the eLOT(tm) national database, (f) RDI API, (g) LACSLINK API, and (h) the LACSLINK national database. In addition, you acknowledge the rights and ownership of the USPS in any trademarks of the USPS relating to or used in connection with the Software, including the following: (i) United States Postal Service^(R), Postal Service(tm), Post Office(tm), United States Post Office^(R), the Eagle logo, Zip+4^(R), CASS(tm), CASS Certified(tm), DPV(tm), eLOT(tm), RDI(tm) and LACSLINK(tm).
9. Export Restrictions.
   You agree that you will not export or re export or provide access to the Software to any person, entity or end user subject to U.S.A. export restrictions. You agree that you will not export or re-export the Software to any country to which such export or transmission is restricted by any applicable U.S. regulation or statute, without the prior written consent, if required, of the Bureau of Export Administration of the U.S. Department of Commerce, or such other governmental entity as may have jurisdiction over such export or transmission.
10. General. This Agreement may only be modified in a writing signed by you and Endicia. This Agreement is the parties' final, complete and exclusive agreement with respect to the Software and supersedes all prior oral or written agreements, negotiations, or other dealings between us concerning the Software. This Agreement shall be governed under the laws of the State of California other than its laws with respect to conflict of laws. This Agreement will not be governed by the U.N. Convention on Contracts for the International Sale of Goods. If any part, term or provision of this Agreement shall be held illegal, unenforceable or in conflict with any law of a federal, state or local government having jurisdiction over this Agreement, the validity of the remaining portion or portions shall not be affected thereby. Failure of Endicia to prosecute its rights with respect to a default hereunder will not constitute a waiver of the right to enforce rights with respect to the same or any other breach. You agree that this Agreement runs to the benefit of any licensors of Endicia and may be enforced by and in the name of any such licensor.