Postscript API License and Terms of Service

Last Updated: February 1, 2022

These API Terms of Service (“API Terms”) are a binding and enforceable agreement between you and Stodge Inc. d/b/a Postscript (“Postscript”). By using the API, you accept and agree to be bound by these Platform Terms. If you do not agree to these API Terms, you may not use the API.

Postscript may update these API Terms at any time, in its sole discretion. Postscript will notify you of changes to these API Terms by posting the changes to the Postscript Website, by email, or through other communications. If you continue to use the API after Postscript posts updated API Terms, you agree to be bound by those updated terms.

These API Terms incorporate by reference the Postscript Terms of Service available at https://www.postscript.io/terms-of-service/ (the “Platform Terms”) and the Postscript Privacy Policy available at https://www.postscript.io/privacy/ (the “Privacy Policy”).

SECTION 10 “DISPUTE RESOLUTION” CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS.

“API” means the application program interface made available by Postscript, and all related content, software (including code, routines, data structures, libraries, and developer tools), templates, documentation, and other materials provided by Postscript via https://developers.postscript.io/docs or otherwise.

“Applicable Laws” means all applicable laws, rules, and regulations, including the Telephone Consumer Protection Act (TCPA), the Controlling the Assault of Non-Solicited Pornography and Marketing Acts (CAN-SPAM), and all applicable laws, rules, and regulations relating to data privacy and consumer protection.

“Confidential Information” means all confidential information disclosed by a party to the other party, whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the circumstances. Confidential Information includes business and marketing plans, technology and technical information, product plans and designs, pricing information, and business processes. Postscript’s Confidential Information includes the API and Platform Services.

“CTIA Policies” means the applicable policies and rules of the Wireless Association (CTIA), including the CTIA Messaging Principles and Best Practices Guidelines, and the CTIA Short Code Monitoring Handbook.

“Customer” means a Shopify merchant that uses the Platform Services.

“Customer Credentials” means the API key or other credentials provided by Postscript to a specific Customer.

“Customer Data” means any data, information (including personal information), content (including marketing and promotions), or other materials submitted, posted, transmitted, or otherwise provided by or on behalf of a Customer, its service providers (including Developer), or its End Users in connection with the Platform Services and related services (including the API). For clarity, Customer Data excludes in all cases the Platform Services and the API.

“Developer” or “you” means an individual or entity that uses the API in connection with a Developer App.

“Developer App” means a software application, website, interface, or any other means used to access the API, and all related services.

“Developer Credentials” means the API key or other credentials provided by Postscript to allow a Developer to make authenticated calls to the API.

“Developer Terms” means a written agreement between a Developer and a Customer governing the Customer’s use of a Developer App.

“End User” means an individual who interacts with a Customer or a Developer, or their respective affiliates and agents, through the Platform Services or a Developer App.

“Intellectual Property Rights” means, on a worldwide basis, any and all: (a) rights associated with works of authorship, including copyrights, moral rights, database rights and mask works; (b) trademarks; (c) trade secret rights; (d) patents, designs, algorithms and other industrial property rights; (e) other intellectual and industrial property rights of every kind and nature, however designated, whether arising by operation of law, contract, license or otherwise; and (f) registrations, initial applications, renewals, extensions, continuations, divisions or reissues of the foregoing.

“Platform Services” means the Postscript Website, the Postscript software and services provided via the Postscript Website or the Shopify App Store, and any additional services related to the foregoing set forth in a written agreement between Postscript and a Customer (for example, online customer management services).

“Postscript Website” means the website located at https://www.postscript.io/.

“Subscriber List” means information about individuals which may be used for SMS messaging, including names, phone numbers, and whether the individual has opted in or out.

Under these API Terms, the words “include” and “including” mean “including but not limited to.”

2.1 Eligibility. To use the API, you must be 18 years of age or older, capable of forming a binding contract with Postscript, and not otherwise barred from using the API or Platform Services under Applicable Laws. If you do not meet the requirements set forth in this Section, you may not use the API. If you access or use the API on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these API Terms, and that by accepting these API Terms, you are doing so on behalf of that entity.

2.2 Your Account and Developer Credentials. Developer may only access the API using the Developer Credentials provided by Postscript. Postscript reserves sole discretion over whether to grant or revoke access to your Developer Credentials. You may also be required to create an account with Postscript to access the API. You will keep your Developer Credentials and all login information related to your Postscript account secure. You will not share your Developer Credentials or account login information with any third party. Any personal information that you provide us in connection with your account is subject to the Postscript Privacy Policy.

2.3 Accessing and Using Customer Credentials. Customer Credentials are required for a Developer App to access Customer Data via the API, and any access or use of Customer Data without Customer Credentials is prohibited. You may only access or use Customer Credentials with the advance written authorization of the Customer, and solely for the purpose of providing your Developer App to that Customer. Before accessing or using Customer Credentials or Customer Data, you must have in place Developer Terms with that Customer with provisions at least as protective of Postscript and the Customer as these API Terms.

3.1 Your Compliance with Applicable Laws. You represent and warrant that you will comply with all Applicable Laws and CTIA Policies in connection with your use of the API, and the operation of your Developer App and provision of all related services.

3.2 Your Developer App. You may only use the API to develop, distribute, and operate Developer Apps for Customers to use with the Platform Services. Each Developer App must be authorized in writing by Postscript. Postscript reserves sole discretion over whether to approve or reject a Developer App. You will only use the API in connection with an authorized Developer App, and not with any other third-party software or service. You acknowledge and agree that you are solely responsible for your Developer App, and for ensuring that your Developer App is compatible with the API and the Platform Services. In addition, you will inform Customers in your Developer Terms that you are solely responsible for all liability which may arise from a Customer’s access or use of your Developer App, and that Postscript is not responsible for your Developer App.

3.3 Third-Party Service Providers. You will not use a service provider in connection with providing your Developer App unless that service provider signs a written agreement with you that is at least as protective of Postscript and Customers as these API Terms. Such agreement must at a minimum (a) protect Customer Data under terms at least as protective as these API Terms, (b) limit the service provider’s use of Customer Data solely for the purpose of providing their services to your Developer App (and not for their own purpose or any other purpose), and (c) keep Customer Data secure and confidential. You will ensure that your service providers comply with these API Terms, and any act or omission by your service provider that would be a breach of these API Terms will be deemed a breach by you. At Postscript’s request, you will provide a list of service providers that have received Customer Data. You acknowledge and agree that Postscript is not responsible for any third-party service providers, systems, code, websites, or other materials that you use in connection with your Developer App.

3.4 API Limits; Security and Monitoring. Postscript may in its sole discretion set and enforce limits on your use of the API, including the number of API calls that you may make. Postscript may monitor your use of the API to ensure compliance with these limits, and to ensure quality, security, and compliance with these API Terms, including by employing technical measures. You will not interfere with such monitoring.

3.5 Updates to the API. Postscript may, in its sole discretion, at any time, with or without notice, and without liability to you, make updates to the API, and change or discontinue the availability of some or all functionality of the API. Such updates may adversely affect the manner in which your Developer App accesses or communicates with the API. You will use only the most recent version of the API unless Postscript provides advance written approval otherwise, and you will implement any updates to the API that Postscript may provide from time to time at your sole cost and expense. Your continued use of the API following any update or change will be deemed your acceptance of such modifications.

3.6 Beta Features. Postscript may, in its sole discretion, invite you to use pre-release or beta features that are not yet generally available. Access to such features may be conditioned upon additional terms and conditions. Any beta features will be considered Postscript’s Confidential Information. Postscript makes no representations or warranties that beta features will function, and any use of beta features will be at your own risk.

3.7 API Restrictions. In connection with use of the API, Developer will not, and will not authorize or encourage any third party to, directly or indirectly:

• rent, lease, loan, sell, sublicense, assign, or otherwise transfer any rights in or to the API;

• clone or substantially replicate the API;

• remove any proprietary notices or confidentiality notices from the API or any portion of it;

• modify, translate, reverse engineer, disassemble, reconstruct, decompile, or create derivative works of the API, other Postscript products and services, or any portion of the foregoing, except to the extent that this restriction is expressly prohibited by Applicable Laws;

• modify or create derivative works of the API;

• use or access the API to monitor the availability, performance or functionality of the API, Postscript’s other products or services, or any portion of the foregoing, or for any similar benchmarking purposes;

• engage in any activity that interferes with, disrupts, harms, damages, or accesses in an unauthorized manner the servers, security, networks, data, applications, or other properties or services of Postscript or any third party (including Shopify);

• bypass or circumvent any API technical restrictions or security measures, including limitations on API calls;

• distribute spyware, adware, or other harmful programs;

• request more than the minimum amount of data from the API needed by your Developer App to provide the Customer the intended functionality, or any data outside the permissions granted by the Customer;

• falsify or alter any unique identifier in or assigned to your Developer App, or otherwise obscure or alter the source of queries coming from a Developer App;

• falsify or create deceptive data fields or categories, or otherwise conceal measures taken in order to process prohibited data;

• develop a Developer App whose primary purpose is to migrate Customers off of Postscript.

3.8 Audit. Postscript may audit (or appoint an independent auditor subject to appropriate confidentiality obligations to audit) your Developer App and related systems and records to confirm Developer’s compliance with these API Terms, including Developer’s compliance with requests of Customers or their End Users to delete Customer Data obtained through the API or otherwise through the Platform Services. You will provide Postscript with any documentation that Postscript reasonably requests to demonstrate your compliance with these API Terms.

3.9 Usage Information. Postscript may collect information about your usage of the API, including information about the type and number of API calls made, how many Customers use your Developer App, what features of your Developer App Customers engage with, and information needed to provide support to Customers. You agree that Postscript may use information about your usage of the API for any purpose, including to improve its products and services.

4.1 API License. Subject to these API License Terms, Postscript grants you a limited, revocable, personal, non-sublicensable, non-transferable, non-exclusive license to use and make calls to the API solely for the purpose of developing, implementing, and distributing a Developer App authorized by Postscript, and solely in the manner permitted under these API License Terms and in the technical documentation provided with the API.

4.2 Postscript Marks. Subject to Postscript’s prior written approval in each case, you may brand your Developer App with Postscript’s name and marks in the form provided by Postscript and in accordance with all usage guidelines communicated by Postscript, solely for the purpose of showing that your Developer App uses the API functionality. Postscript may suspend or revoke its approval under this Section at any time, and in that case, you will use commercially reasonable efforts to correct or remove all relevant uses of the Postscript name and marks. Any use of Postscript’s name and marks will inure to the benefit of Postscript.

4.3 Developer Marks. If you are a Developer, while your Developer App is generally publicly available, Postscript may use your name and branding to show that your Developer App is available for use with Postscript’s other products and services, including on the Postscript Website and in Postscript marketing materials. If you object to a particular use of your name or branding and notify Postscript in writing, Postscript will use commercially reasonable efforts to accommodate your requests to change or remove the relevant use. Any use of your name and marks will inure to your benefit.

4.4 Reservation of Rights. Postscript owns all right, title, and interest, including all Intellectual Property Rights, in and to the API and all other Postscript products, services, and marks and branding. As between you and Postscript, you own all right, title, and interest, including all Intellectual Property Rights, in and to your Developer App. Except as expressly set forth in this Section, no rights are granted in or to either party’s Intellectual Property Rights.

4.5 Feedback. If you provide any feedback regarding the API or other Postscript products or services, you agree that Postscript will be free to use such feedback for any purpose, including to improve the API and other Postscript products and services, and to develop new products and services.

5.1 Compliance of Customer Data with Applicable Laws. Developer will only upload, transmit, store, and otherwise process Customer Data in connection with the API if: (a) such activities comply with all Applicable Laws and CTIA Policies, and (b) all consents required by Applicable Laws and CTIA Policies for such activities have been obtained by you or on your behalf. If you collect, store, manage, or otherwise use Subscriber Lists on behalf of a Customer, you will maintain records of all opt ins and opt outs as required by Applicable Laws and CTIA Policies, you will implement all opt out requests of End Users, and you will immediately convey any such opt out requests to Postscript. If you determine that an End User opt out request was not immediately provided to Postscript, you will notify Postscript and promptly provide all details and logs reasonably requested by Postscript. You will assist Customers to respond to End User requests to exercise their rights under Applicable Laws related to their personal information, including requests to delete Customer Data that includes an End User’s personal information.

5.2 Developer Privacy Policy. You will at all times publicly post a privacy policy that complies with Applicable Laws and CTIA Policies and provides adequate notice of all collection and processing of personal information by you or on your behalf, including via a Developer App and the API. Without limiting the foregoing, such privacy policy will describe in sufficient detail: (a) the services provided by your Developer App, (b) what Customer Data will be accessed by your Developer App, (c) how Customer Data will be used and shared with third parties, if applicable, and (d) your contact information. Nothing in this Section limits the obligations set forth under the Platform Terms regarding End User Terms (as defined in the Platform Terms).

5.3 Use of Customer Data. Developer will act as a “service provider” (or other similar term under Applicable Laws) with respect to personal information processed in connection with the API, and the relevant Customer is the “business” (or other similar term under Applicable Laws). You represent and warrant that: (a) you will only process Customer Data in connection with the API in accordance with your privacy policy and Developer Terms, and solely to provide your Developer App and related services requested by the Customer, and (b) you have all rights, permissions, and consents required to process Customer Data in connection with the API. You will not use any Customer Data in connection with the API for any purpose other than as set forth in this Section. You will not breach any of the limitations on your use of Customer Data set forth in your Developer Terms or privacy policy.

5.4 Data Breach. You will notify Postscript in writing of any actual or suspected breach or compromise of Customer Data in connection with the API immediately upon, but no later than 24 hours of, becoming aware of such occurrence, by email to privacy@postscript.io. Upon learning of such breach, you will: (a) promptly remedy the breach to prevent any further loss of Customer Data, (b) investigate the incident, (c) take reasonable actions to mitigate any future anticipated harm to Postscript and Customers, and (d) promptly answer questions from Postscript related to the breach, regularly communicate the progress of your investigation to Postscript, and cooperate to provide Postscript with any additional requested information in a timely manner.

5.5 Deletion of Customer Data. You will only retain Customer Data obtained via the API as long as required to provide the Developer App to a Customer or to comply with Applicable Laws or CTIA Policies. If a Customer uninstalls your Developer App or your Developer Terms with a Customer are terminated, except to the extent required to comply with Applicable Laws or CTIA Policies or as otherwise requested by the Customer, you will delete all relevant Customer Data obtained via the API that is in your possession or control.

5.6 Prohibited Data. You may only process Customer Data in connection with the API, and not any other data, content, or other materials or information owned or controlled by you. Customer Data may not include any of the following categories of data, and you will not upload, transmit, store, or otherwise process any data via the API in violation of this Section: (a) sensitive personal information as defined under the California Privacy Rights Act (CPRA) or other Applicable Laws, (b) personal health information as defined under the Health Insurance Portability and Accountability Act (HIPAA) or Health Information Technology for Economic and Clinical Health Act, (c) personal information of children as defined under the Children’s Online Privacy Protection Rule (COPPA) or similar Applicable Laws related to children’s privacy and data, (d) nonpublic personal information subject to the Gramm-Leach-Bliley Act (GLBA) or similar Applicable Laws related to financial privacy and data, and (e) government identifiers that uniquely identify a natural person such as a social security number or passport number. The API and Postscript Platform Services are not intended for processing any of the foregoing prohibited data categories.

6.1 Protection of Confidential Information. Each party agrees to maintain Confidential Information in confidence and not to disclose it or any portion of it, except to its employees, consultants, and affiliates who have a need to know such Confidential Information and are bound by obligations of confidentiality similar to these API Terms. Each party will use the same care and discretion to avoid disclosure, publication, or dissemination of the Confidential Information as it uses with its own confidential or proprietary information, but in no event less than reasonable care. Neither party will have liability to the other with regard to any Confidential Information that is required to be disclosed by law or court order, provided that the party that received the Confidential Information (“receiving party”) will provide reasonable advance notice to enable the party that provided the Confidential Information (“disclosing party”) to seek a protective order or otherwise prevent such disclosure.

6.2 Exclusions. Notwithstanding anything else, Confidential Information will not include any information that the receiving party can demonstrate: (a) at the time of disclosure is publicly available or becomes publicly available through no act or omission of the receiving party, (b) has been disclosed to the receiving party by a third party who is not under, and to whom the receiving party does not owe, an obligation of confidentiality with respect thereto, or (c) has been independently acquired or developed by the receiving party without use of the Confidential Information of the disclosing party.

7.1 Developer Indemnification. To the extent permitted by applicable law, you will indemnify, hold harmless and defend at your expense, Postscript and any of its officers, directors, employees, subcontractors, agents, and affiliates, from any and all third-party claims, actions, proceedings, and suits brought against any of the foregoing indemnified parties, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys' fees and other litigation expenses), or other losses incurred by the indemnified parties, arising out of or relating to (a) your breach of these API Terms, (b) your use of the API, (c) your violation of Applicable Laws, CTIA Policies, or any third-party Intellectual Property Rights or privacy rights in connection with the API, (d) Customer Data that is uploaded, transmitted, stored, or otherwise processed by you or on your behalf in connection with the API, and (e) your Developer App. You will not compromise or settle any indemnified claim in any manner, nor make any admission of liability, without Postscript’s prior written consent, which Postscript may provide in its sole discretion. Postscript reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

7.2 Carrier Fines. Notwithstanding anything to the contrary in these API Terms, Developer agrees that if Postscript is fined by a carrier or regulatory body as a result of Developer’s failure to comply with Applicable Laws or CTIA Policies, Postscript may charge Developer for, and Developer will pay, the amount of such fine.

THE TERMS OF THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW:

8.1 DISCLAIMER OF WARRANTY. THE API IS PROVIDED “AS IS”, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN ADDITION, POSTSCRIPT MAKES NO WARRANTY THAT THE API WILL ALWAYS BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT THE API WILL MEET YOUR REQUIREMENTS. POSTSCRIPT TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR CUSTOMER DATA, OR LOSS OF DATA OR DAMAGE TO YOUR COMPUTER OR OTHER SYSTEMS THAT RESULTS FROM YOUR USE OF THE API. DEVELOPER AND CUSTOMERS ARE RESPONSIBLE FOR BACKING UP CUSTOMER DATA.

8.2 LIMITATION OF LIABILITY. POSTSCRIPT WILL HAVE NO LIABILITY FOR YOUR LOST REVENUES OR PROFITS, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES RESULTING FROM YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE API OR OTHERWISE IN CONNECTION WITH THESE API TERMS, EVEN IF POSTSCRIPT HAS BEEN ADVISED OF, KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A LIMITED REMEDY SET FORTH THESE API TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. POSTSCRIPT’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS RELATING TO THE API OR THESE API TERMS WILL NOT EXCEED $500 (USD).

8.3 Third-Party Disputes. Postscript has no responsibility for any dispute between a Customer and a Developer, or any dispute between a Developer and its Customers’ End Users. Postscript will have no liability for any damages of any kind, under any theory of law, that relate to a Developer’s relationship with a Customer or its End Users, even if Postscript has been advised of the possibility of such damages.

9.1 Termination. Postscript may terminate or suspend your access to the API, or terminate these API Terms, at any time and at Postscript’s sole discretion. Without limiting the foregoing, Postscript may terminate your right to use the API or these API Terms if Postscript determines in its sole discretion that you are in breach of the API Terms, the Platform Terms, or that your use of the API poses a security or legal risk to Postscript or its Customers. Termination or suspension of your access to the API may negatively affect Customers who use your Developer App, and you are responsible for communicating that risk to Customers.

9.2 Consequences of Termination. Upon termination of these API Terms or your account, all rights and licenses granted to you by Postscript hereunder will immediately terminate, and you will immediately cease use of the API and any Postscript marks, and return or destroy all Confidential Information of Postscript in your possession or control. Following termination of these API Terms, Postscript reserves the right to delete Customer Data and has no obligation to store Customer Data, provided that Postscript may retain Customer Data as required to comply with Applicable Laws and CTIA Policies.

9.3 Survival. This Section and any Sections which by their nature are intended to survive, will survive termination, including: 4.4 (Reservation of Rights), 4.5 (Feedback), 5.1.7 (Deletion of Customer Data), 5.3 (Aggregated Information and De-Identified Information), 6 (Confidential Information), 7 (Indemnification), 8 (Disclaimer of Warranties; Limitation of Liability), 10 (Dispute Resolution), and 11 (General).

10.1 General. In the interest of resolving disputes between you and Postscript in the most expedient and cost effective manner, you and Postscript agree that any dispute arising out of or in any way related to these API Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE PLATFORM TERMS, YOU AND POSTSCRIPT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND THAT THIS AGREEMENT WILL BE SUBJECT TO AND GOVERNED BY THE FEDERAL ARBITRATION ACT.

10.2 Exceptions. Notwithstanding Section 10.1, nothing in these API Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in aid of arbitration from a court of competent jurisdiction; or (d) to file suit in a court of law to address an intellectual property infringement claim.

10.3 Arbitrator. Any arbitration between you and Postscript will be governed by the Federal Arbitration Act and the Commercial Dispute Resolution Procedures and Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Postscript. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

10.4 Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by U.S. Mail (“Notice”). Postscript’s address for Notice is set forth in Section 11. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within thirty (30) days after the Notice is received, you or Postscript may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Postscript must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.

10.5 Fees. If you commence arbitration in accordance with these API Terms, Postscript will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New York, New York, but if the claim is for $15,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Postscript for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Each party agrees that such written decision, and information exchanged during arbitration, will be kept confidential except to the extent necessary to enforce or permit limited judicial review of the award. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits. Notwithstanding anything in these API Terms to the contrary, and for the avoidance of doubt, the arbitrator can award injunctive relief as a remedy in any arbitration required under this Section 10.

10.6 No Class Actions. YOU AND POSTSCRIPT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Postscript agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

10.7 Modifications. Except as otherwise provided in these API Terms, if Postscript makes any future change to this arbitration provision, other than a change to Postscript’s address for Notice, you may reject the change by sending us written notice within thirty (30) days of the change to Postscript’s address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Postscript.

10.8 Enforceability. If Section 10.6 (No Class Actions) is found to be unenforceable, then the entirety of this Section 10 will be null and void.

11.1 Entire Agreement. These API Terms represent the entire agreement between Developer and Postscript regarding your use of the API, and supersede and replace any and all prior written or oral understandings or agreements between Developer and Postscript, regarding your use of the API.

11.2 Notice. Any notice required or permitted to be made under these API Terms will be in English and in writing. Notice will be deemed to have been fully given and received (a) when delivered personally, (b) five (5) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid, (c) one business day after deposit with a commercial overnight carrier, with written verification of such receipt, or (d) to the extent email notice is expressly permitted in these API Terms, when delivered. All notices to Developer may be made to the mailing or email address associated with Developer’s account. Postscript may also provide notices or messages about the API or these API Terms by posting to the Postscript Website. All notices to Postscript will be made to: Stodge Inc. d/b/a Postscript, ATTN: Legal Department, 3370 N Hayden Road, Suite 123-251, Scottsdale AZ 85251, with a copy via email to legal@postscript.io. 

11.3 Assignment. You may not assign or transfer any of your rights or obligations under these API Terms without Postscript’s prior written consent. Any attempt by you to assign or transfer these API Terms without such consent will be null and void. Postscript may freely assign or transfer any of its rights or obligations under these API Terms without restriction. Subject to the foregoing, these API Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

11.4 Governing Law. These API Terms will be governed by and construed under the Federal Arbitration Act, federal arbitration law, and the laws of the State of New York without regard to its conflict of laws principles. Except as otherwise set forth in Section 10, the exclusive jurisdiction for all disputes that you and Postscript are not required to arbitrate will be the state and federal courts located in New York, New York, and you and Postscript agree to waive all rights to challenge the foregoing.

11.5 Severability. If any term or condition of these API Terms is declared illegal or otherwise unenforceable, it will be severed from the remainder of these API Terms without affecting the legality or enforceability of the remaining portions.

11.6 Waiver. Postscript’s failure to enforce any right or provision of these API Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Postscript. Except as expressly set forth in these API Terms, the exercise by either party of any of its remedies under these API Terms will be without prejudice to its other remedies under these API Terms or otherwise.

11.7 Independent Products and Services. If you are a Developer, you acknowledge that Postscript may now or in the future independently develop, acquire, or license products and services which are competitive with your products and services, including your Developer App.

11.8 Independent Contractors. Neither you nor Postscript will be deemed an agent of the other, and the relationship between you and Postscript is that of independent contractors.