This Agreement is entered into by and between APC Postal Logistics, LLC, a Delaware limited liability company with its principal place of business at 32 Avenue of the Commons, Shrewsbury, New Jersey 07702 ("APC," "we," "us," or "our"), and the individual or entity accessing or using the Site ("you," "your," or "Visitor").

This Agreement governs your access to and use of (a) APC's marketing and corporate website at https://apc-pli.com, and (b) the APC Postal Logistics Self-Service Portal (the "Portal") accessible at https://app.apc-pli.com. Your use of the Portal is also governed by the APC Postal Logistics Self-Service Portal Terms of Service ("Portal Terms"), which you accept upon logging in to the Portal. In the event of any conflict between this Agreement and the Portal Terms with respect to your use of the Portal, the Portal Terms control.

The "Effective Date" of this Agreement with respect to you is the date you first access or use the Site.

Modifications to this Agreement. APC may modify this Agreement from time to time. Unless otherwise specified by APC, changes become effective upon the earlier of (a) your next use of the Site after the updated version is posted, or (b) thirty (30) days after the "Last Updated" date is changed at the top of this Agreement. APC will use commercially reasonable efforts to notify you of material changes through a notice on the Site, by email (where you have provided one), or by other reasonable means. Your continued use of the Site after any update constitutes your acceptance of the latest terms. The most current version of this Agreement will be available at https://apc-pli.com at all times. If you do not agree to a change, your sole remedy is to stop using the Site (and, if applicable, close your Portal account in accordance with the Portal Terms).

The Site provides information about APC and its international postal logistics, parcel delivery, eCommerce shipping, returns, and related services (collectively, the "APC Services"), allows visitors to request quotes, contact APC, view marketing content and resources, and (via the Portal) enables authorized customers to generate international shipping labels, view reports, and access invoicing data.

1.1. Permission to Use. Subject to your continued compliance with this Agreement, APC grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Site for your internal business purposes or personal informational purposes. The Site is offered for use only by individuals who are at least 18 years of age (or the age of majority in their jurisdiction) and who can form legally binding contracts under applicable law.

1.2. Account Credentials (Portal). To access certain features of the Site, including the Portal, you may be required to register for an account and receive credentials. You must (a) provide accurate, current, and complete information; (b) keep all credentials secure and confidential; (c) not share credentials with any person not authorized by you; (d) promptly notify APC of any unauthorized use of your account or any other suspected security incident; and (e) ensure that you log out of your account at the end of each session. You are responsible for all activities that occur under your credentials, whether or not authorized by you, except to the extent caused by APC's negligence or willful misconduct.

1.3. Acceptable Use. You agree that you will not, and will not permit any third party to:

(a) license, sublicense, sell, resell, rent, lease, transfer, distribute, or otherwise commercially exploit the Site or any content or materials made available through the Site, except as expressly permitted by APC;

(b) modify, copy, or create derivative works based on the Site or any APC content;

(c) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Site, except to the extent such restriction is prohibited by applicable law;

(d) use the Site, or any APC content, in a manner that violates any applicable law, regulation, or third-party right (including intellectual property, privacy, publicity, or contractual rights);

(e) use the Site to transmit any viruses, worms, Trojan horses, ransomware, time bombs, spyware, or any other malicious code, file, or program;

(f) interfere with, disrupt, or attempt to gain unauthorized access to the Site, APC's networks or systems, other users' accounts, or any servers or networks connected to the Site (including by overloading, flooding, spamming, or mail-bombing the Site, or by performing denial-of-service or distributed denial-of-service attacks);

(g) probe, scan, or test the vulnerability of the Site or any related system, or breach or circumvent any security or authentication measures, except pursuant to APC's written authorization or coordinated-disclosure program (see Section 11.7);

(h) use any robot, spider, scraper, data mining tool, or other automated means to access, monitor, or copy any portion of the Site or any data contained therein without APC's prior written consent;

(i) use the Site for benchmarking, competitive analysis, or to build a competing product or service;

(j) frame, mirror, or embed any portion of the Site, or use the Site in a manner that suggests an association with APC that is not authorized;

(k) remove, obscure, or alter any copyright, trademark, or other proprietary rights notice that appears on the Site;

(l) impersonate any person or entity, or misrepresent your affiliation with any person or entity; or

(m) use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of it.

1.4. Suspension. APC reserves the right, in its reasonable discretion, to suspend or terminate your access to the Site (or any part of it), with or without notice, if APC believes that you have violated this Agreement, that your use poses a security or legal risk, or that suspension is necessary to comply with applicable law or to protect APC, its customers, or the public.

1.5. Availability. APC strives to make the Site available on a continuous basis but does not warrant or guarantee that the Site will be uninterrupted, secure, or error-free. APC may suspend or restrict access to the Site at any time for scheduled or emergency maintenance, security incidents, or other operational reasons. APC will use commercially reasonable efforts to provide advance notice of planned maintenance affecting the Portal where reasonably practicable.

1.6. Sample and Promotional Materials. APC may make available rate sheets, sample data, calculators, tools, white papers, case studies, and other content for informational, promotional, or demonstration purposes. Unless APC has executed a separate written agreement specifying otherwise, such materials are provided "AS IS" and "AS AVAILABLE," may be incomplete, inaccurate, estimated, or out of date, and do not constitute a binding offer, quote, or commitment by APC.

1.7. Shipping Services. Information about postal, parcel, and logistics services on the Site is for general informational purposes only. Provision of actual shipping services by APC is governed by a separate customer agreement, service guide, tariff, rate confirmation, or similar agreement between APC and the applicable customer. Nothing on the Site constitutes a guarantee of transit time, rate, service availability, or successful delivery.

2.1. Ownership. As between you and APC, you retain all right, title, and interest in and to any data, content, or information that you submit, upload, or generate through the Site, including through the Portal ("Customer Data"), subject to the licenses granted to APC in this Agreement and the Portal Terms.

2.2. License to APC. You grant APC a limited, non-exclusive, royalty-free, worldwide license to access, host, store, copy, transmit, reproduce, display, and otherwise process Customer Data solely as necessary to (a) provide, maintain, support, secure, and improve the Site and the APC Services; (b) prevent or address service, security, support, or technical issues; (c) comply with applicable law or a valid legal request; and (d) enforce this Agreement.

2.3. Accuracy and Responsibility. You are solely responsible for (a) the accuracy, quality, integrity, and legality of all Customer Data; (b) obtaining all rights, consents, and authorizations required to provide such Customer Data to APC; and (c) ensuring that your use of the Site and any Customer Data complies with all applicable laws and regulations.

2.4. Privacy. Your use of the Site is also subject to APC's Privacy Policy, available at https://apc-pli.com (the "Privacy Policy"), which is incorporated into this Agreement by reference. The Privacy Policy describes how APC collects, uses, discloses, and protects personal information. By using the Site, you acknowledge that you have read and understand the Privacy Policy.

2.5. Restricted Data. The Site and the Portal are general-purpose business systems and are not intended or designed to collect, store, or process:

(a) Protected Health Information ("PHI") regulated under the U.S. Health Insurance Portability and Accountability Act ("HIPAA");

(b) cardholder data (other than via the payment processors APC has expressly approved for use in connection with the Portal);

(c) U.S. or foreign government classified information; or

(d) other categories of sensitive data that require specialized handling (such as data subject to ITAR, EAR Category I, or the Gramm-Leach-Bliley Act's safeguards rule beyond what APC has documented in writing).

You will not submit any such data to the Site or the Portal without APC's prior written agreement.

2.6. Aggregate and De-identified Data. APC may collect, generate, and use data and metrics that are aggregated and/or de-identified such that the data does not identify you, your personnel, or any individual ("Aggregate Data"). APC may use Aggregate Data for any lawful business purpose, including analytics, benchmarking, service improvement, fraud detection, and operating and developing the APC Services. Aggregate Data is owned by APC.

3.1. APC Ownership. APC and its licensors retain all right, title, and interest, including all intellectual property rights, in and to the Site, the APC Services, the Portal, and all related software, documentation, content, designs, user interfaces, trademarks, service marks, logos, trade names, trade dress, and other materials, as well as any improvements or derivative works thereof (collectively, "APC IP"). The trademarks "APC Postal Logistics" and "APC" and any associated logos are trademarks of APC or its affiliates. No rights are granted to you under this Agreement except the limited rights expressly set forth in Section 1.1. All other rights are reserved.

3.2. Feedback. If you provide APC with any suggestions, comments, ideas, improvements, or other feedback regarding the Site or the APC Services ("Feedback"), you grant APC a royalty-free, fully paid, sublicensable, transferable, irrevocable, perpetual, and worldwide right and license to use, reproduce, modify, distribute, and otherwise exploit such Feedback for any purpose, without any obligation to you. You represent that you have all rights necessary to grant this license.

3.3. Usage Data. APC may collect and analyze data and information relating to the provision, use, and performance of various aspects of the Site, the Portal, and related systems and technologies (including telemetry data and information derived from your Customer Data, on an aggregated and/or de-identified basis) ("Service Data"). APC may use Service Data for internal purposes, including to maintain, improve, and develop the Site and APC's other products and services, to detect and prevent fraud or abuse, and to comply with legal obligations.

3.4. Marketing References. Once you have entered into a customer relationship with APC, APC may identify you as a customer of the APC Services and use your name and logo in marketing materials, customer lists, case studies, and similar promotional content, in accordance with any brand guidelines you have provided to APC in writing. You may withdraw this permission at any time by sending written notice to marketing@apc-pli.com, in which case APC will cease new uses within a commercially reasonable period.

Each party ("Receiving Party") agrees to maintain in confidence all non-public information disclosed by the other party ("Disclosing Party") that is designated as confidential at the time of disclosure or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information of APC includes the non-public portions of the Site, the Portal, APC pricing, rate sheets, and security documentation. Confidential Information of you (where you are a customer) includes Customer Data.

The Receiving Party will: (a) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement or the customer relationship between the parties; (b) protect the confidentiality of such Confidential Information with at least the same degree of care it uses to protect its own information of like importance, but in no event less than a reasonable degree of care; and (c) limit access to Confidential Information to those of its employees, contractors, agents, advisors, and affiliates who have a need to know for purposes consistent with this Agreement and who are bound by written confidentiality obligations substantially similar to those herein. The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or valid court or governmental order, provided that, where legally permitted, it gives the Disclosing Party prompt advance notice and reasonable cooperation in any attempt to obtain confidential treatment or to limit the scope of disclosure.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Section 4; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

APC takes the security of the Site, the Portal, and Customer Data seriously and maintains an information security program designed to protect the confidentiality, integrity, and availability of Customer Data.

5.1. Security Program. APC maintains administrative, physical, and technical safeguards designed to protect against unauthorized access, use, alteration, disclosure, or destruction of Customer Data. These safeguards include, where applicable to the relevant APC environment: access controls, encryption of data in transit using industry-standard cryptographic protocols (such as TLS 1.2 or higher), encryption of certain data at rest, logging and monitoring, vulnerability management, change management, secure software development practices, personnel screening and security training, and an incident response program.

5.2. SOC 2 Alignment. APC's information security program is designed to align with the AICPA's Trust Services Criteria for Security and the controls associated with SOC 2. Subject to a mutually executed non-disclosure agreement and any applicable third-party restrictions, APC will make available to customers, upon reasonable written request and on a confidential basis, summary information regarding APC's then-current SOC 2 or comparable independent third-party attestations, where APC has obtained them, and other security documentation as APC reasonably determines is appropriate.

5.3. Your Security Responsibilities. You are responsible for (a) configuring your environment, devices, browsers, and accounts in a secure manner; (b) maintaining the confidentiality and integrity of your credentials and any authentication factors; (c) promptly revoking access for personnel who no longer require it; (d) using a current, supported web browser and operating system; (e) maintaining appropriate anti-malware and endpoint security on devices used to access the Site or the Portal; and (f) promptly notifying APC at security@apc-pli.com of any actual or suspected security incident, unauthorized account access, or vulnerability you discover involving the Site or the Portal.

5.4. Incident Notification. If APC determines that a security incident has resulted in the unauthorized acquisition, access, use, or disclosure of unencrypted Customer Data that personally identifies an individual ("Personal Data"), APC will notify affected customers without undue delay, consistent with applicable law and APC's incident response procedures, and will provide such information as is reasonably available regarding the nature and scope of the incident, the categories of data involved, and the steps APC is taking to investigate, mitigate, and remediate.

5.5. Coordinated Disclosure. APC welcomes responsible reporting of security vulnerabilities affecting the Site. To report a suspected vulnerability, please contact security@apc-pli.com. You agree not to publicly disclose any vulnerability before APC has had a reasonable opportunity to investigate and remediate it. You will not exploit any vulnerability beyond what is reasonably necessary to demonstrate it, will not access, modify, exfiltrate, or destroy data belonging to APC or any third party, and will comply with all applicable laws (including the Computer Fraud and Abuse Act). Section 1.3(g) does not prohibit good-faith security research conducted in compliance with this Section 5.5.

6.1. Support. APC provides customer support for the Portal and the APC Services during its standard U.S. business hours (Monday through Friday, excluding APC holidays). APC may update or modify the scope, channels, and hours of its support from time to time and will use reasonable efforts to notify customers of material changes through the Portal or by email. Support for the marketing portions of the Site is provided on an as-available basis.

6.2. Professional Services. If you engage APC for technical, configuration, implementation, training, integration, or other professional services in connection with the APC Services, the scope, deliverables, fees, and other terms will be set forth in a separate statement of work or order ("SOW") executed by the parties. You will pay APC at the rates set forth in the SOW or, if not specified, at APC's then-standard rates. Reasonable, pre-approved travel and lodging expenses incurred by APC personnel in connection with on-site services may be billed at cost. Unless the SOW expressly states otherwise, APC retains all ownership rights in any work product, deliverables, configurations, and templates developed in the course of professional services, and grants you a non-exclusive, non-transferable license to use such deliverables solely in connection with your authorized use of the APC Services.

The Site may contain links, integrations, or references to third-party websites, products, services, applications, or resources ("Third-Party Services") that are not owned or controlled by APC. APC provides such links and references for convenience and informational purposes only and does not endorse, warrant, or assume any responsibility for any Third-Party Services. Your use of any Third-Party Service is solely between you and the applicable third party and is governed by the terms and privacy practices of that third party. APC is not responsible for any loss or damage arising from your use of any Third-Party Service.

EXCEPT AS EXPRESSLY PROVIDED IN A SEPARATE WRITTEN AGREEMENT EXECUTED BY APC, THE SITE, THE PORTAL, AND ALL CONTENT, INFORMATION, MATERIALS, AND APC SERVICES MADE AVAILABLE THROUGH THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APC AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, APC DOES NOT WARRANT THAT: (A) THE SITE OR THE PORTAL WILL MEET YOUR REQUIREMENTS; (B) THE SITE OR THE PORTAL WILL OPERATE UNINTERRUPTED, ON A TIMELY BASIS, OR ERROR-FREE; (C) ANY INFORMATION OR CONTENT PROVIDED THROUGH THE SITE IS ACCURATE, COMPLETE, RELIABLE, OR CURRENT; (D) THE SITE IS FREE FROM VIRUSES, WORMS, OR OTHER HARMFUL COMPONENTS; OR (E) ANY DEFECTS WILL BE CORRECTED. ANY MATERIAL OBTAINED THROUGH THE USE OF THE SITE IS OBTAINED AT YOUR OWN DISCRETION AND RISK.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

9.1. By APC. Subject to Section 10 (Limitation of Liability) and the exclusions in this Section 9.1, APC will defend, at its expense, any third-party claim brought against you alleging that your authorized use of the Portal, when used in accordance with this Agreement and the Portal Terms, directly infringes any valid United States patent, registered copyright, or registered trademark, or misappropriates a third party's trade secret (a "Claim Against You"), and will indemnify you against any damages and reasonable legal fees finally awarded by a court of competent jurisdiction against you, or agreed to in a written settlement signed by APC, in connection with such Claim Against You.

If a Claim Against You is brought or, in APC's reasonable judgment, is likely to be brought, APC may, at its sole option and expense: (a) procure for you the right to continue using the affected portion of the Portal; (b) modify or replace the affected portion of the Portal so it becomes non-infringing while providing substantially equivalent functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate this Agreement (or the affected portion) and refund any prepaid fees attributable to the unused portion of the affected services.

APC has no obligation under this Section 9.1 for any Claim Against You arising from: (i) modifications to the Site or the Portal not made by APC; (ii) combination, operation, or use of the Site or the Portal with software, hardware, data, or services not provided or authorized by APC where the infringement would not have occurred but for such combination; (iii) use of the Site or the Portal in violation of this Agreement, applicable law, or APC's written instructions; (iv) Customer Data; or (v) APC's compliance with your specific requirements, specifications, or designs.

THIS SECTION 9.1 STATES APC'S SOLE LIABILITY, AND YOUR EXCLUSIVE REMEDY, WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS.

9.2. By You. You will defend APC and its affiliates and their respective officers, directors, employees, and agents (each, an "APC Indemnitee") against any third-party claim brought against an APC Indemnitee arising out of or relating to: (a) Customer Data, including any allegation that Customer Data infringes, misappropriates, or violates the intellectual property, privacy, publicity, or other rights of any third party, or violates any applicable law; (b) your or your personnel's use of the Site or the Portal in violation of this Agreement, the Portal Terms, or applicable law; (c) your shipments, products, or services; or (d) any breach by you of Section 1.3 (Acceptable Use), Section 2.5 (Restricted Data), or Section 4 (Confidential Information). You will indemnify the APC Indemnitees against any damages, costs, and reasonable legal fees finally awarded against them, or agreed to in a written settlement signed by you, in connection with any such claim.

9.3. Process. The party seeking indemnification (the "Indemnified Party") will: (a) promptly notify the indemnifying party (the "Indemnifying Party") in writing of the claim (provided that failure to provide prompt notice will relieve the Indemnifying Party of its obligations only to the extent it is materially prejudiced); (b) give the Indemnifying Party sole control over the defense and settlement of the claim, except that the Indemnifying Party may not settle any claim that imposes any obligation or liability on the Indemnified Party (other than the payment of money fully covered by the indemnity) without the Indemnified Party's prior written consent (not to be unreasonably withheld); and (c) provide reasonable cooperation in the defense, at the Indemnifying Party's expense. The Indemnified Party may participate in the defense at its own expense with counsel of its choosing.

10.1. Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR LIABILITY ARISING FROM (A) A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 4, (B) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, (C) YOUR BREACH OF SECTION 1.3 (ACCEPTABLE USE), (D) INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, OR (E) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SITE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10.2. Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR THE EXCLUSIONS LISTED IN SECTION 10.1(A) THROUGH (E), EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS PAID OR PAYABLE BY YOU TO APC FOR THE APC SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00). IF YOU HAVE NOT PAID ANY AMOUNTS TO APC, APC'S TOTAL CUMULATIVE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00) OR THE LOWEST AMOUNT PERMITTED BY APPLICABLE LAW, WHICHEVER IS GREATER.

10.3. Basis of the Bargain. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS IN THIS SECTION 10 ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN THEM AND THAT, ABSENT THESE LIMITATIONS, THE PRICING AND OTHER TERMS OF THIS AGREEMENT WOULD BE MATERIALLY DIFFERENT.

11.1. By You. You may stop using the Site at any time. If you have a Portal account, you may close it using the "Close Account" feature in the Portal or by contacting support@apc-pli.com.

11.2. By APC. APC may suspend or terminate your access to the Site or any Portal account, with or without notice and in addition to any other remedies, if (a) you materially breach this Agreement or the Portal Terms and, where reasonably curable, fail to cure within ten (10) days after written notice; (b) your use creates a security, legal, or operational risk to APC, its customers, or other third parties; (c) required by law or a valid governmental request; or (d) APC discontinues the Site or the Portal generally.

11.3. Effect of Termination. Upon termination, your right to access and use the Site (or the terminated portion) immediately ceases. APC may delete Customer Data associated with a closed or terminated Portal account in accordance with APC's data retention practices and any applicable legal obligations. Sections that by their nature should survive termination — including, without limitation, Sections 2 (with respect to ownership and license rights that survive), 3, 4, 5.4, 7, 8, 9, 10, 12, and 13, and any accrued payment obligations — will survive termination of this Agreement.

12.1. Governing Law. This Agreement, and any disputes arising out of or relating to it or your use of the Site, are governed by and construed in accordance with the laws of the State of New Jersey, U.S.A., without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12.2. Venue. Subject to Section 12.3, the parties agree that the exclusive jurisdiction and venue for any action arising out of or relating to this Agreement or your use of the Site will be the state and federal courts located in Monmouth County, New Jersey, and each party irrevocably consents to the personal jurisdiction of, and waives any objection to venue in, such courts.

12.3. Equitable Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

12.4. Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SITE.

12.5. Time Limit. Any cause of action arising out of or relating to this Agreement or the Site must be commenced within one (1) year after the cause of action accrues; otherwise, such cause of action is permanently barred.

13.1. Assignment. Neither party may assign or otherwise transfer this Agreement, in whole or in part, without the other party's prior written consent, except that either party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or business to which this Agreement relates. Any purported assignment in violation of this section is void. This Agreement binds and benefits the parties and their permitted successors and assigns.

13.2. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable (or, if not possible, severed), and the remaining provisions will continue in full force and effect.

13.3. No Waiver. No failure or delay by a party in exercising any right under this Agreement will operate as a waiver of that right.

13.4. Notices. Legal notices to APC must be in writing and sent to APC Postal Logistics, LLC, 32 Avenue of the Commons, Shrewsbury, New Jersey 07702, Attention: Legal, with a copy by email to legal@apc-pli.com. Notices to you may be sent to the contact information associated with your Portal account or, if none, by posting a notice on the Site. Notices are deemed given upon receipt (or, for posted notices, upon first availability on the Site).

13.5. Independent Contractors. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary, or employment relationship.

13.6. No Third-Party Beneficiaries. This Agreement is solely for the benefit of the parties and does not create any rights in any third party, except that the APC Indemnitees are intended third-party beneficiaries of Section 9.2.

13.7. Force Majeure. Neither party will be liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, fire, flood, earthquake, war, terrorism, civil unrest, government action, labor disputes, epidemics or pandemics, telecommunications or internet service disruptions, denial-of-service attacks, or unavailability of utilities or third-party services.

13.8. Export Compliance. The Site and any related technology are subject to United States and foreign export control laws and regulations. You will not, and will not permit any third party to, export, re-export, or transfer, directly or indirectly, the Site or related technology to any country, person, or end use prohibited by applicable export laws, including the U.S. Export Administration Regulations and the regulations administered by the Office of Foreign Assets Control. You represent and warrant that you are not located in, and are not a national or resident of, any country subject to U.S. sanctions, and that you are not on any U.S. government list of prohibited or restricted parties.

13.9. U.S. Government End Users. The Site and any related software are "commercial items," "commercial computer software," and "commercial computer software documentation" as those terms are used in the Federal Acquisition Regulation. U.S. government end users acquire only the rights set forth in this Agreement.

13.10. Entire Agreement; Order of Precedence. This Agreement, together with the Privacy Policy and, where applicable, the Portal Terms and any executed SOW or written master services agreement between you and APC, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior or contemporaneous agreements, communications, and understandings, whether written or oral, regarding such subject matter. In the event of a conflict between documents, the order of precedence is: (a) any executed written master services agreement between you and APC; (b) any executed SOW; (c) the Portal Terms (with respect to use of the Portal); (d) this Agreement; and (e) the Privacy Policy (with respect to its subject matter).

13.11. Headings. Section headings are for convenience only and do not affect interpretation.

13.12. Interpretation. The words "include," "includes," and "including" are deemed followed by "without limitation." References to "days" mean calendar days unless otherwise specified. This Agreement has been drafted jointly and will not be construed against either party as the drafter.

13.13. Language. This Agreement is executed in the English language. Any translation is provided solely for convenience. In the event of any conflict, the English version controls.

For convenience, the following defined terms are summarized here. The body of this Agreement may include additional definitions.

14.1. Aggregate Data has the meaning set forth in Section 2.6.

14.2. APC means APC Postal Logistics, LLC.

14.3. APC IP has the meaning set forth in Section 3.1.

14.4. APC Services means APC's international postal logistics, parcel delivery, eCommerce shipping, returns, and related services.

14.5. Confidential Information has the meaning set forth in Section 4.

14.6. Customer Data has the meaning set forth in Section 2.1.

14.7. Effective Date means the date you first access or use the Site.

14.8. Feedback has the meaning set forth in Section 3.2.

14.9. Personal Data has the meaning set forth in Section 5.4.

14.10. Portal means the APC Postal Logistics Self-Service Portal located at https://app.apc-pli.com.

14.11. Portal Terms means the APC Postal Logistics Self-Service Portal Terms of Service.

14.12. Privacy Policy means APC's Privacy Policy, available at https://apc-pli.com.

14.13. Service Data has the meaning set forth in Section 3.3.

14.14. Site means APC's website located at https://apc-pli.com, including any subdomains such as https://app.apc-pli.com, and any related online services offered by APC under this Agreement.

14.15. SOW means a statement of work or order for professional or technical services executed between you and APC.

14.16. Third-Party Services has the meaning set forth in Section 7.

14.17. Visitor / You / Your refers to the individual or entity accessing or using the Site.

If you have questions about this Agreement, please contact us:

APC Postal Logistics, LLC
140 E Union Avenue
East Rutherford, New Jersey 07073
United States