Reseller agreement

Effective starting: August 18, 2023

This Reseller Agreement (“Agreement”) between Postman, Inc. ("Postman") and the applicable reseller ("Reseller”). By executing an ordering document (“Order”) or by reselling Postman Services, Reseller agree to be bound by this Agreement. Postman reserves the right to modify this Agreement at its discretion and will provide notice of material changes by email or posting a notice on www.postman.com. If Reseller does not agree to, or cannot comply with this Agreement, it must stop reselling Postman Services.

Subject to all the terms and conditions of this Agreement, Postman hereby appoints Reseller for the term of this Agreement as a nonexclusive reseller of the Postman Services (“Services”) to end customers that are bound in writing by a direct agreement with Postman or the terms and conditions of Postman's standard Terms and Conditions (“Postman Terms”). Reseller will provide Postman with all Postman requested information regarding each end customer. During the term of this Agreement, if Reseller facilitates the distribution or provision of any product or service that is competitive with any of the Services - it must immediately notify Postman in writing. Postman reserves the right to change, modify or discontinue any Services at any time. Postman may add Services and may remove any discontinued Services. Postman may reject any Reseller Order.

Prices payable by Reseller for the Services are those set forth on Postman's then-current price list or as established in the Postman Order. Postman shall have the right, in its sole discretion, at any time to change such prices with fifteen (15) days written notice. Postman does not control what prices Reseller charges to end customer. Reseller may set such prices as it determines. Reseller's end customers are not eligible to use Postman's Auto-Flex functionality. Reseller will pay all taxes, duties and other governmental assessments including, without limitation, sales and use taxes, unless Reseller provides appropriate resale certificates. Payment shall be made in U.S. dollars in the United States. Unless otherwise set forth in the Order, Reseller shall pay all amounts invoiced within thirty (30) days from receipt of invoice.

Reseller represents, warrants, and agrees:

• not to (i) disassemble, decompile or otherwise reverse engineer the Services, or otherwise attempt to learn the source code, structure, algorithms or ideas underlying the Services (provided that clause (i) shall not apply to the extent it is expressly prohibited by applicable law), (ii) copy or modify the Services, (iii) except as authorized herein, remove any names, designations or notices from the Services or (iv) allow others to do any of the foregoing. All restrictions herein will also apply to all Postman-provided documentation and other materials.

• to diligently market the Services on a continuing basis and to comply with good business practices. In its distribution efforts, Reseller will use the then-current names used by Postman for the Services (but will not represent or imply that Reseller is Postman or is a part of Postman); provided that all advertisements and promotional materials shall be subject to prior written approval of, and, provided further, that no other right to use any name or designation is granted by this Agreement.

• to keep Postman informed as to any customer problems encountered with the Services (of which Reseller is aware), and to communicate promptly to Postman any and all modifications, design changes or improvements of the Services suggested by any customer, employee or agent.

• to comply with all applicable laws and regulations (foreign and domestic).

• it will avoid all misleading, disparaging, unethical and/or deceptive practices and will only provide end customers (and potential end customers) with accurate and positive information with respect to Postman and the Services.

• it will not make any statements to any end customer (or potential end customer) that purport to be by or on behalf of Postman or that may otherwise legally bind Postman (other than having the end customer execute the Postman Terms).

• to sell the Services only to end customers that have entered into a binding agreement as required by Section 1(a).

Postman warrants that (i) it has all right, power and authority to grant Reseller the rights it grants hereunder, (ii) the Services will comply with all laws and regulations, and (iii) the Services will not infringe the intellectual property rights of any third party. EXCEPT AS SET FORTH IN THIS SECTION 5, POSTMAN MAKES NO WARRANTIES TO RESELLER WITH RESPECT TO THE SERVICES OR ANY SERVICES AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT.

POSTMAN SHALL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (I) AN AMOUNT IN EXCESS OF THE AMOUNTS PAID TO POSTMAN HEREUNDER DURING THE TWELVE-MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE, (II) ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST DATA, OR (III) ANY FAILURE OR DELAY DUE TO MATTERS BEYOND ITS REASONABLE CONTROL.

The parties hereto expressly understand and agree that Reseller is an independent contractor in the performance of each and every part of this Agreement, is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith and is responsible for and will indemnify Postman from any and all claims, liabilities, damages, debts, settlements, costs, attorneys' fees, expenses, and liabilities of any type whatsoever that may arise on account of Reseller's activities, or those of its employees or agents, including without limitation, providing unauthorized representations or warranties (or failing to disclose all limitations on warranties and liabilities set forth herein on behalf of Postman) to its customers or breaching any term, representation or warranty of this Agreement. Postman is in no manner associated with or otherwise connected with the actual performance of this Agreement on the part of Reseller, nor with Reseller's employment of other persons or incurring of other expenses. Except as expressly provided herein, Postman shall have no right to exercise any control whatsoever over the activities or operations of Reseller.

Reseller may not assign or transfer this Agreement.

This Agreement will begin on the Effective Date of the applicable Order and last until terminated as set out below. Postman may terminate this Agreement, for any or no reason, on ten (10) days written notice and may terminate immediately if Postman reasonably believes Reseller has misrepresented Postman or the Services or has acted in any manner that may put Postman's reputation at risk.

• This Agreement may be terminated by a party for cause immediately by written notice upon the occurrence of any of the following events:

• If the other ceases to do business or otherwise terminates its business operations without a successor; or
• If the other shall fail to promptly secure or renew any license, registration, permit, authorization or approval for the conduct of its business in the manner contemplated by this Agreement or if any such license, registration, permit, authorization or approval is revoked or suspended and not reinstated within five (5) days; or/li>
• If the other materially breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days (ten (10) days in the case of a failure to pay) of written notice describing the breach; or/li>
• If the other becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the other./li>

• Each party understands that the rights of termination hereunder are absolute and that it has no right to a continued relationship with the other after termination except as expressly stated herein. Neither party shall incur any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by the other (or for any compensation to the other) arising from or incident to any termination of this Agreement by such party that complies with the terms of the Agreement whether or not such party is aware of any such damage, loss or expenses.

Upon termination of this Agreement for any reason: (a) all rights granted to Reseller under this Agreement will become null and void, (b) Reseller will surrender all copies of Confidential Information, catalogs, literature and other Postman materials in its possession or control, or at Postman's option, destroy such materials; and (c) all outstanding obligations or commitments of either party to pay amounts to the other party, if any, will become immediately due and payable. Any end customer licenses granted prior to the termination of this Agreement will survive in accordance with Postman Terms. Sections 4(a), 5 (with respect to the disclaimers), and 6 through 13 of this Agreement, as well as all outstanding (and, if applicable, continuing) payment obligations, will survive termination. Termination is not an exclusive remedy and all other remedies will be available whether or not termination occurs.

As between the parties, Postman has all right, title and interest in and to the Services, and in and to all patents, copyrights, trade secrets, and know-how relating to the Services, all copies and derivative works thereof. Reseller will not use any of Postman's trademarks or logos without Postman's prior written consent in each instance. Any such use must be in accordance with Postman's usage guidelines (as provided by Postman in writing).

Each party (as “Recipient”) agrees that all code, inventions, algorithms, designs, know-how, ideas, and all business, technical and financial information it obtains from the other party (as “Discloser”) are the confidential property of Discloser and its licensors and providers (“Confidential Information”). Except as expressly and unambiguously allowed herein, Recipient will hold in confidence and not use or disclose any Confidential Information. Recipient's nondisclosure obligations will not apply to information it can document is generally available to the public (other than through breach of this Agreement). Because of the unique and proprietary nature of the Confidential Information, it is understood and agreed that Discloser's remedies at law for a breach by Recipient of its obligations under this Section 12 will be inadequate and that Discloser will be entitled to seek equitable relief (including without limitation provisional and permanent injunctive relief and specific performance) in addition to any other remedies.

All notices under this Agreement shall be in writing via email and will be deemed received when sent. Emails to Postman must be sent to legal@postman.com (such email address may be updated by Postman on notice). The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. This Agreement supersedes all proposals, oral or written, all negotiations, conversations, or discussions between or among parties relating to the subject matter of this Agreement and all past dealing or industry customs. No changes or modifications or waivers are to be made to this Agreement unless evidenced in writing and signed for and on behalf of both parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is governed by the laws of the State of California, without regard to its conflicts of law rules. Any legal proceeding arising out of or relating to this Agreement will be brought in the state and federal courts of San Francisco County, California, USA. Each Party consents to the exclusive jurisdiction and venue of such courts. The prevailing party in any legal proceeding shall be entitled to recover their reasonable attorneys' fees and costs, and You will also pay all costs incurred by Postman to collect undisputed amounts due, including reasonable attorneys' fees, whether or not litigation is commenced.

Postman Services are subject to export restrictions by the United States government and may be subject to import restrictions by certain foreign governments. Reseller agrees to comply with all applicable export and import laws and regulations. Reseller represents and warrants that it and any end customer is not located in, under the control of, or a nation or resident of any such prohibited country.

This Agreement constitutes the entire agreement between Postman and Reseller regarding Reseller's resale of the Postman Services. This Agreement supersedes all prior agreements (written or oral) between Postman and Reseller. Reseller agrees that any term or condition stated in any purchase order or in any other order documentation, excluding Postman Orders, is void.