Last Updated: March 15, 2023
These Lob Terms of Service (the “Terms”) govern access to and use of the products and services provided by Lob.com, Inc. (“Lob”, “we” or “us”) to you. You are the individual or entity that creates an account or purchases/uses the Lob Services (collectively “Customer”). Customers may be referred to in these Terms as “you” and “your” as applicable. These Terms incorporate by reference and include the Acceptable Use Policy and Service-Specific Terms as well as any policies or exhibits linked to or referenced herein.
To the extent that Lob is, on behalf of the Customer, Processing Customer Data that is subject to EU Data Protection Laws, you are also agreeing to the Data Processing Agreement including the EU Standard Contractual Clauses, provided below, with Lob.com, Inc. for the transfer of Personal Data to processors.
If you are agreeing to these Terms and, if applicable, the Data Processing Agreement, for use of the Services by an organization, you are agreeing on behalf of that organization. You must have the authority to bind that organization to these terms, otherwise you must not sign up for the Services.
ARBITRATION NOTICE: THIS AGREEMENT AND CONDITIONS CONTAIN A BINDING ARBITRATION PROVISION, AND A WAIVER OF JURY TRIALS AND CLASS ACTIONS AS SET FORTH BELOW – PLEASE READ THESE SECTIONS CAREFULLY.
1 Overview of the Lob Services
“Lob Services” means the printing, mailing, address-verification, and check-writing services made available by Lob to Customer, and subsequent updates or upgrades of any of the foregoing made generally available by Lob. Lob Services also include the Lob website, application programming interfaces (the “APIs”), and any other technology or services that may be made available by Lob to Customer. Lob Services include, but are not limited to printing and mailing, address verification, and check-writing. Lob also provides application programming interfaces that allows customers to write and execute software applications or websites (the “Customer Applications”) that interface with the Lob Services using the APIs.
2 Service Specific Terms.
Certain Lob products have specific terms (“Service Specific Terms”) which are currently available at: https://www.lob.com/service-specific-terms. In case of a conflict between the applicable Service Specific Terms for a certain product and these Terms, the Service Specific Terms will control.
3 Account Registration and Use.
3.2 An “Authorized User” is defined as an individual person (e.g. employee, contractor, agent of a Customer) who is registered and permitted by a Customer to use the Lob Services subject to these Terms and any restrictions in an applicable Subscription Plan (as defined below). Customer shall ensure that its Authorized Users comply with these Terms and Customer is responsible for all actions of its Authorized Users.
4 Use and Access Rights
4.1 Limited License. Subject to these Terms, Lob grants to Customer a limited, non-exclusive, non-transferable license to use and access the Lob Services for its business purposes as expressly permitted in these Terms. Your use and access to the Services are subject to any limitations set forth in an applicable order form, online plan or the Service Specific Terms (whether paid or free, collectively “Subscription Plan”).
4.2 General Restrictions. Customer must not (and must not allow any third party to):
i. rent, lease, copy, transfer, resell, sublicense, lease, time-share, or otherwise provide access to the Lob Service to a third party (except Authorized Users or as permitted under the Service Specific Terms);
ii. incorporate the Lob Service (or any portion of such) with, or use it with or to provide, any site, product, or service, other than on Customer Applications and as specifically permitted herein;
iii. publicly disseminate information regarding the performance of the Lob Service (which is deemed Lob’s Confidential Information);
iv. modify or create a derivative work of the Lob Service or any portion of it;
v. reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Lob Service, except to the extent expressly permitted by applicable law and then only with advance notice to Lob;
vi. break or circumvent any security measures, rate limits, or usage tracking (such as event tracking) of the Lob Service, or configure the Lob Service (or any component thereof) to avoid sending events or transactions or to otherwise avoid incurring fees;
vii. distribute any portion of the Lob Service excepted as permitted herein;
viii. access the Lob Service for the purpose of building a competitive product or service or copying its features or user interface;
ix. use the Lob Service for purposes of product evaluation, benchmarking, or other comparative analysis intended for publication without Lob’s prior written consent;
x. remove or obscure any proprietary or other notices contained in the Lob Service, including in any reports or output obtained from the Lob Service; or
xi. use or permit the Services to be used for any illegal or misleading purpose, or any manner inconsistent with these Terms.
4.3 Beta Releases and Free Access Subscriptions. Lob may provide Customer with a Lob Service for free or on a trial basis (a “Free Access Subscription”) or with “alpha”, “beta”, or other early-stage Lob Services, integrations, or features (“Beta Releases”), which are optional for Customer to use. This Section will apply to any Free Access Subscriptions or Beta Releases (even if Beta Releases are provided for a fee or counts towards Customer’s Subscription Plan) and supersedes any contrary provision in these Terms. Lob may use good faith efforts in its discretion to assist Customer with Free Access Subscriptions or Beta Releases. Nevertheless, and without limiting the other disclaimers and limitations in these Terms, CUSTOMER AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. WITH RESPECT TO BETA RELEASES, CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH LOB WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF BETA RELEASES ARE AT CUSTOMER’S SOLE RISK. Lob makes no promises that future versions of Beta Releases will be released or will be available under the same commercial or other terms. Lob may terminate Customer’s right to use any Free Access Subscriptions or Beta Releases at any time for any reason or no reason in Lob’s sole discretion, without liability.
5 OWNERSHIP AND FEEDBACK
5.2 Aggregate/Anonymous Data. Customer agrees that Lob will have the right to generate aggregate or anonymous data and that aggregate or anonymous data is owned by Lob, which Lob may use for any business purpose during or after the term of these Terms (including without limitation to develop and improve Lob’s products and services and to create and distribute reports and other materials). For clarity, Lob will only disclose aggregate or anonymous data externally in a de-identified (anonymous) form that does not identify Customer, Authorized Users, or end users, and that is stripped of all persistent or personal identifiers. Customer is not responsible for Lob’s use of aggregate or anonymous data.
5.3 Lob Intellectual Property. This is a subscription agreement for access to and use of the Lob Services. Customer acknowledges that it is obtaining only a limited right to use the Lob Services and that irrespective of any use of the words “purchase”, “sale” or similar terms, no ownership rights are transferred to Customer (or its Authorized Users or end users) under these Terms. Customer agrees that Lob (and its suppliers) retain all rights, title and interest (including all intellectual property rights) in and to all Lob Services, and all related or underlying documentation, technology, code, know-how, logos, templates, anything delivered as part of support of other services, and any updates, modifications, or derivative works of any of the foregoing (all of which is deemed Lob’s Confidential Information) and that Lob reserves any licenses not specifically granted in these Terms. Other than the applicable mobile applications and APIs, the Lob Service is offered as an online, hosted product. Accordingly, Customer acknowledges and agrees that it has no right to obtain a copy of the software behind any Lob Service and that Lob at its option may make updates, bug fixes, modifications or improvements to the Lob Service from time-to-time.
5.4 Feedback. If Customer elects to provide any suggestions, comments, improvements, information, ideas or other feedback or related materials to Lob (collectively, “Feedback”), Customer hereby grants Lob a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute, and exploit any Feedback in any format and in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in these Terms limits Lob’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
6 Privacy and Security
6.2 Security. Lob protects your information from unauthorized use or disclosure by taking reasonable technical and organizational measures designed to secure our systems from unauthorized access, use or modification.
6.3 Data Transfers.
6.3.1 Data Transfer. Customer agrees that Lob and its Subcontractors may transfer Customer Data to and access, use, and store Customer Data in locations other than Customer's country.
6.3.2 Data Processing Agreement. To the extent Customer Data is subject to EU Data Protection Laws and is processed by Lob on Customer's behalf, Customer and Lob agree to the Data Processing Agreement. The Data Processing Agreement applies only to the Services, and does not apply to Beta Services.
6.3.3 “Data Processing Agreement" means the agreement with Lob related to compliance with EU Data Protection Laws, which Customers may find and enter into at the following link: Lob Data Processing Agreement.
7 Customer Obligations
7.2 Customer represents and warrants that its Customer Applications, and the collection, use, and disclosure of Customer Data will not violate any third-party rights, including intellectual property, privacy and publicity rights. Customer further represents and warrants that its collection and use of any personal information or data provided to Lob complies with all applicable data protection laws, rules, and regulations. If Customer receives any take down requests or infringement notices related to Customer Data, it must promptly: (i) stop using the related item with the Lob Service; and (ii) notify Lob. If Lob receives any take down requests or infringement notices related to Customer Data, Lob may respond in accordance with its policies, and will notify and consult with the Customer on next steps.
7.3 Mail responsibilities: Customer acknowledges and agrees that: (i) Customer has exclusive control and responsibility for the content of all Customer Data, including any personally identifiable information used with the Services; and,(ii) certain types of content may have specific requirements and regulations regarding the use of such content in mail; and, (iii) Customer is solely responsible for ensuring that the Customer Data and content it uses with the Services are appropriate and legal to mail, and Lob is not responsible or liable for any such determination or use; and, (iv) consumer protection laws or other regulations may impose specific requirements for mail. Customer is solely responsible for ensuring it complies with all such laws/regulations, and Lob has no obligations to make such determination or assist with fulfilling any requirements therein.
8 Payment Terms
8.1 Subscription Plan. The Lob Services are made available on a subscription basis with additional usage fees for mailpieces if you use the Lob Print and Mail Service. The fees applicable for the Lob Services ("Fees") are listed in the applicable online plan or order form. You agree to pay all Fees incurred in connection with your Lob account. Should you exceed your Subscription Plan, we may automatically upgrade your plan to the next highest tier unless otherwise noted in the applicable order form. For the avoidance of doubt, Customer’s Tier upon the beginning of each contract year (assessed as of the first day of the Order Term) shall be the same Tier that Customer ended the previous contract year in.
8.2 Recurring Charges and Upgrades. By signing up for a Subscription Plan, Customer authorizes Lob to charge Customer’s payment method on a recurring basis (e.g. weekly, monthly, quarterly, or yearly depending on Customer’s Subscription Plan) without an invoice. Customer expressly authorizes Lob to charge its payment method (such as credit card or bank account withdrawal) for the applicable subscription charges, any usage or overage charges, and any and all applicable taxes and fees. You also agree, unless otherwise stated in an applicable Order Form, to initiate a one-time prepayment in the amount of the mailpieces expected to be sent over the course of the following two (2) months (the “Prepaid Funds”) via an Automatic Clearing House (ACH) push initiated by you through your account at the time of a mailpiece campaign submission. Such authorization is effective until the end of the Subscription Term and any applicable Renewal Term, or until Customer cancels all of its subscriptions.
8.3. Postal rate fee increases. Lob reserves the right to increase prices based on increases in applicable postal fees. In the event of an increase in applicable postal fees, any affected Mailpiece Fees will be automatically deemed increased on a pro-rata basis proportionate to such increase.
8.4 Mailpiece fee increases. Lob will conduct an evaluation twice a year to assess the cost and expense of print materials. Lob reserves the right to increase prices every six months. In the event of an increase in mailpiece fees, any affected Mailpiece Fees will be automatically deemed increased on a pro-rata basis proportionate to such increase.
8.5 Mailpiece Disputes. With respect to Lob’s Print & Mail Service, Customer acknowledges and agrees that, where Lob has provided Customer with an Intelligent Mail Barcode tracking code for a mailpiece sent via the Lob Services, Lob will have no liability for, and Customer will not be entitled to a refund, payment or any other remedy in the event the addressee does not receive such mailpiece. If any mailpiece contains a printing or rendering error, Customer must notify Lob of such error within thirty (30) days of such mailpiece printing in order to qualify for a credit or reimbursement for such mailpiece. Any fee credits or reimbursements will be made in Lob’s sole but reasonable discretion.
8.6 Taxes. Lob’s fees are exclusive of all taxes, and Customer must pay any applicable sales, use, VAT, GST, excise, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Lob, but excluding taxes for which you have provided a valid resale or exemption certificate to Lob (please submit to email@example.com). Customer will not deduct any applicable taxes from the payments to Lob, except as required by law. If such deduction is required by law, Customer will increase the amount payable as necessary so that after making all required deductions and withholdings, Lob receives and retains (free from any such liabilities) an amount equal to the amount it would have received had no such deductions or withholdings been made. Effective January 1, 2023, Lob will bill all Customers sales tax in accordance with the Agreement. In Q4 2023, Lob will send a 2023 Sales Tax Invoice representing taxes from January 1, 2023 to the issue date of the invoice (thereafter, all sales tax charges shall be invoiced with the Lob Services) and shall be due in accordance with the terms and conditions of the Agreement.
8.7 Auto-renewals and Trials. IF YOUR ACCOUNT IS SET TO AUTO-RENEWAL OR IS IN A TRIAL PERIOD AND YOU HAVE PROVIDED A METHOD OF PAYMENT TO LOB FOR THE SERVICES, LOB MAY CHARGE YOU AUTOMATICALLY AT THE END OF THE TRIAL OR FOR THE RENEWAL, UNLESS YOU NOTIFY LOB THAT YOU WANT TO CANCEL YOUR SUBSCRIPTION.
8.8 Purchase Orders. Customer agrees that it will pay all amounts owed, including recurring charges, without any referenced purchase order number. If a purchase order is required, then Customer will promptly notify Lob at least thirty (30) days prior to such requirement and the parties will cooperate in good faith in implementing a billing process that includes references such purchase order numbers. Customer expressly agrees that any legal terms in such Purchase Order are null and void.
8.9 No Refunds. Except as expressly provided in these Terms, all charges and payments are non-refundable, non-cancellable, and non-creditable.
8.10 Late Fees & Collection Costs. Late payments may be subject to a service charge equal to the lesser of 1.5% per month of the amount due or the maximum amount allowed by law. You agree to reimburse Lob for any costs or expenses incurred by Lob to collect amounts that remain unpaid after the due date. Amounts due to Lob may not be withheld or offset by you against amounts due for any reason.
8.11 ACH Payment Terms. If you choose to use a bank account as your payment method, you will be able to pay the fees due for your use of our Services by using any valid automated clearing house (“ACH”) enabled bank account at a United States-based financial institution. Whenever you choose to pay by ACH, you are authorizing Lob (or its agent) to debit your bank account for the total amount of the fees due. If you choose to provide your bank account credentials to us, you authorize us to use this information to facilitate debiting your bank account. Your transaction must be payable in U.S. dollars. Lob, in its sole discretion, may refuse this payment option service to anyone or any user without notice for any reason at any time. Transactions that we process using your bank account will be identified as “Lob” (or similar identifier) on the statement issued by your bank or other financial institution holding your account.
By choosing your bank account as your payment method, you: (a) consent to the electronic delivery of the required disclosures, (c) authorize Lob (or its agent) to make any inquiries we consider necessary to validate any dispute involving your payment, which may include ordering a credit report and performing other credit checks or verifying the information you provide against third party databases, and (c) you authorize Lob (or its agent) to initiate one or more ACH debit entries (withdrawals), and you authorize the financial institution that holds your bank account to deduct such payments, in the amounts and frequency designated in your then-current payment plan. We reserve the right to cancel the ability to pay by Authorized Bank Account for any reason at any time.
8.12 Payment of Mailpiece Fees via Prepayment. Customers that maintain Prepaid Funds with Lob agree that Lob shall be permitted to co-mingle the Prepaid Funds by Customer with funds of Lob, provided that Lob shall maintain books and records adequate to account for the receipt, maintenance and application of the Prepaid Funds. Once per quarter, upon the request of Customer, Lob shall provide Customer with a quarterly statement of the Mailpiece Fees. In the event that the Customer Mailpiece Fees exceed the Prepaid Funds, Customer will be prompted to prepay additional amounts in the Lob platform to complete their campaign. In the event that Customer does not add additional funds, Customer will not be able to complete their campaign.
9 Term and Termination
9.1 Term. These Terms are effective until all Subscription Terms for the Lob Service(s) have expired or are terminated as expressly permitted herein.
9.2 Subscription Term and Renewals. Customer agrees to pay applicable fees for the entire Subscription Term. Customer cannot cancel or terminate a Subscription Term except as expressly permitted by Section 9.4 (Termination for Cause). If no subscription start date is specified on the applicable order form, the subscription starts when Customer first obtains access to the applicable Lob Service. Each Subscription Term will automatically renew for additional successive periods equal to the initial subscription (e.g. if Customer has an annual plan then the subscription will renewal for an additional 12 month term, if Customer has a monthly plan then the subscription will renewal for additional month terms) unless: (i) otherwise stated on the applicable order form; or (ii) either party gives written notice of non-renewal at least ninety (90) days before the end of the then-current Subscription Term.
9.3 Suspension of Service.Lob in its sole discretion may suspend Customer’s access to the Lob Service(s) if: (i) Customer’s account is overdue; or (ii) Customer has exceeded its service allocations / service limits. Lob may also suspend Customer’s access to the Lob Service(s) or remove Customer Data if it determines that: (a) Customer has breached any portion of these Terms, or (b) suspension is necessary to prevent harm or liability to other customers or third parties, or to preserve the security, stability, availability or integrity of the Lob Service. Lob will have no liability for taking action as permitted above. For the avoidance of doubt, Customer will remain responsible for payment of fees during any suspension period under this Section 9.3. However, unless these Terms have been terminated, Lob will cooperate with Customer to promptly restore access to the Lob Service once we verify that Customer has resolved the condition requiring suspension. For the avoidance of doubt, in the event that Lob suspends Customer’s access as provided in this Section, Customer shall be subject to a restoration fee in the amount of ten percent (10%) of Customer’s annual spend with Lob (the “Suspension Reinstatement Fee”), no fee shall be due if Customer is erroneously suspended by Lob.
9.4 Termination for Cause. Lob party may terminate these Terms, including any related order form, if Customer: (i) fails to cure any material breach of these Terms (including a failure to pay undisputed fees) within thirty (30) days after written notice detailing the breach; (ii) ceases operation without a successor; or (iii) if permitted by applicable law, seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any of these proceedings are instituted against that party (and not dismissed within sixty (60) days thereafter).
9.5 Effect of Termination. Upon any expiration or termination of these Terms or an order form: (i) Customer’s license rights terminate and it must promptly: (a) stop use of the applicable Lob Service; (b) delete (or, at Lob’s request, return) any and all copies of any Lob code, documentation, passwords or access codes, and any other Lob Confidential Information in Customer’s possession, custody, or control; (ii) Customer’s right to access any Customer Data in the applicable Lob Service will cease and Lob may delete the Customer Data at any time after 30 days from the date of termination; and (iii) promptly following any termination of an applicable order form in which Prepaid Funds exist, Lob shall refund to Customer the amount, if any, of Prepaid Funds then held by Lob that exceeds the total fees that remain owing and payable by Customer as of the termination of such order form. If Lob terminates these Terms for cause as provided in Section 9.4 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Customer. Except where these Terms specify an exclusive remedy, all remedies under these Terms, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
9.6 Survival. The following Sections survive any expiration or termination of these Terms: 3 (Account Registration and Use); 4.2 (General Restrictions); 4.3 (Beta Releases and Free Access Subscriptions); 5 (Ownership and Feedback); 8 (Payment Terms); 9 (Term and Termination); 10 (Confidential Information); 11 (Warranties and Disclaimers); 12 (Indemnification Obligations); 13 (Limitations of Liability); 14 (Third-Party Products and Integrations); 15 (General); and anything that by its nature would reasonably be considered to survive these Terms..
10 Confidential Information
10.1 “Confidential Information” means (a) for Lob, the Lob Services and Documentation; (b) for Customer, Customer Data; (c) any other information of a party that is disclosed in writing or orally and is designated as confidential or proprietary at the time of disclosure (and, in the case of oral disclosures, summarized in writing within thirty (30) days of the initial disclosure and delivered to the recipient), or that due to the nature of the information the recipient would clearly understand it to be confidential information of the disclosing party; and (d) the specific terms and conditions of these Terms, and any amendment and attachment thereof, between the parties.
10.2 Confidentiality Obligation. Each party (as the receiving party) must: (i) hold in confidence and not disclose the other party’s Confidential Information to third parties except as permitted by these Terms; and (ii) only use the other party’s Confidential Information to fulfill its obligations and exercise its rights under these Terms. Each party may share the other party’s Confidential Information with its, and its affiliates’, employees, agents or contractors having a legitimate need to know (which, for Lob, includes the subcontractors referenced herein) provided that the party remains responsible for any recipient’s compliance with the terms of this Section 10 and that these recipients are bound to confidentiality obligations no less protective than these Terms.
10.2 Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (i) is or becomes public knowledge through no fault of the receiving party; (ii) was known by the receiving party before it received the Confidential Information; (iii) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives advance notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information.
10.3 Remedies. The parties acknowledge that disclosing Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so on breach of this Section 10, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
11 Warranty Disclaimers.
ALL LOB SERVICES, DOCUMENTATION, AND SITES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER LOB NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LOB MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT LOB SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, THAT CUSTOMER DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT LOB SERVICE WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE. LOB DOES NOT GUARANTEE THAT SECURITY MEASURES WILL BE ERROR-FREE AND WILL NOT BE RESPONSIBLE OR LIABLE FOR UNAUTHORIZED ACCESS BEYOND ITS REASONABLE CONTROL. LOB WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CUSTOMER APPLICATIONS, CUSTOMER DATA, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-LOB SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, OR THE USE AND DISCLOSURE OF CUSTOMER DATA AUTHORIZED BY THIS AGREEMENT. THE DISCLAIMERS IN THIS SECTION 11 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CUSTOMER AND SITE VISITORS MAY HAVE OTHER STATUTORY RIGHTS, HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD AND MINIMUM EXTENT PERMITTED BY LAW.
12 INDEMNIFICATION OBLIGATIONS
12.1 Customer agrees to defend, indemnify, and hold Lob, our affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third party claims, liability, damages, and costs (including, but not limited to, attorneys' fees) arising from or related to, as applicable: (a) Customer’s access to and use of the Lob Services; (b) violation of these Terms by Customer or its Authorized Users, as applicable; (c) infringement of any intellectual property or other right of any person or entity by Customer; (d) the nature and content of all Customer Data, and (e) the Customer Applications.
12.2 Lob will indemnify, defend, and hold Customer, and Customer’s respective officers, directors, employees, agents, and contractors (collectively the “Customer Indemnitees”) harmless from and against any and all claims, and all liabilities, damages, losses, costs and expenses, in each case that are paid or payable by Customer Indemnitees to unaffiliated third parties resulting therefrom (including but not limited to reasonable attorneys’ fees), to the extent arising out of any actual or alleged infringement, violation, or misappropriation of the intellectual property and/or proprietary rights of any third party by the Service. In response to any claim or potential claim of infringement, if required by settlement or injunction, or if Lob’s determine such actions are reasonably necessary to avoid material liability, Lob may at our option: (i) procure a license for the affected portion of the Lob Service; (ii) modify the Lob Service so as to avoid infringement but be materially equivalent; or (iii) terminate the affected Lob Service and refund any subscription fees Customer has pre-paid for the terminated portion of the applicable subscription term. Notwithstanding the above, Lob’s obligation under this section do not apply to the extent infringement results from: (a) third party products/services or combinations with these items; or (b) modification of the Lob Service or Lob APIs by someone other than Lob or its subcontractors.
12.3 Each party’s obligations pursuant to this Section 12 are expressly conditioned on the party seeking indemnification providing the indemnifying party with (i) prompt written notice of all indemnifiable claims, and (ii) sole control over, and reasonable cooperation with, the defense and/or settlement of all indemnifiable claims; provided that the indemnifying party may not settle any Claim or otherwise enter into any agreement imposing any obligation or admission of fault on the indemnified party (that is not fully covered by an indemnification obligation hereunder). Neither party shall be obligated to indemnify the other party in case that claims are a result from the other party’s gross negligence or willful misconduct.
13 LIMITATIONS OF LIABILITY
13.1 Disclaimer of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LOB OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF THESE DAMAGES.
13.2 Cap on Damages. EACH PARTY AND THEIR RESPECTIVE SUPPLIERS’ TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID OR PAYABLE BY CUSTOMER TO LOB FOR THE APPLICABLE LOB SERVICE OR RELATED SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, LOB’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50 US).
13.3 Exceptions. NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 13 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION 13. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 13 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
13.4 Failure of Essential Purpose. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 13 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY LOB SERVICE OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
14 Third Party Products and Content.
Lob may provide, or third parties may provide, links to other third-party websites, services, or resources that are beyond our control. Lob is not responsible for these third-party products or content. Lob makes no representations or warranties as to the quality, suitability, functionality, or legality of any third-party products or third-party content to which links may be provided, and you hereby waive any claim you might have against us with respect to such. Customer agrees that Lob is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third-party products or third-party content.
15.1 Assignment. These Terms will bind and inure to the benefit of each party’s permitted successors and assigns. Customer may not assign these Terms without the advance written consent of Lob. Any attempt to transfer or assign these Terms except as expressly authorized under this Section 15.1 will be void.
15.2 Notices. Any notice or communication under these Terms must be in writing. Customer must send any notices under these Terms (including breach notices) to Lob, in English, at the following address, firstname.lastname@example.org, and include “Attention: Legal Department” in the subject line. Lob may send notices to the email addresses on Customer’s account or, at Lob’s option, to Customer’s last-known postal address. Lob may also provide operational notices regarding the Lob Service or other business-related notices through conspicuous posting of the notice on Lob’s website or the Lob Service. Each party consents to receiving electronic notices. Lob is not responsible for any automatic filtering Customer or its network provider may apply to emails.
15.3 Publicity. Unless otherwise specified in the applicable Order Form, Lob may use Customer’s name, logo, and marks to identify Customer as a Lob customer on Lob’s website and other marketing materials.
15.4 Subcontractors. Lob may use subcontractors and permit them to exercise the rights granted to Lob in order to provide the Lob Service and related services. These subcontractors may include, for example, Lob’s hosting services and print partners. However, subject to all terms and conditions of these Terms, Lob will remain responsible for: (i) compliance of its subcontractors with the terms of these Terms; and (ii) the overall performance of the Lob Services if and as required under these Terms.
15.5 Subpoenas. Nothing in these Terms prevents Lob from disclosing Customer Data to the extent required by law, subpoenas, or court orders, but Lob will use good faith efforts to notify Customer where permitted to do so.
15.6 Independent Contractors. The parties to these Terms are independent contractors, and these Terms does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent. Non-parties do not benefit from and cannot enforce these Terms. There are no third-party beneficiaries to these Terms. Customer must not represent to anyone that it is an agent of Lob or is otherwise authorized to bind or commit Lob in any way without Lob’s prior written authorization.
15.7 Force Majeure. Neither party will be liable for any delay or failure to perform its obligation under these Terms (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, epidemic regardless of geographic location, or government act.
15.8 Export Control. Customer acknowledges that the Lob Services, documentation, website, and all related products, information, technology, and software are subject to export control laws and regulations of the United States (including, but not limited to, the US Export Administration Act, sanction regulations from the U.S. Department of Treasury Office of Foreign Assets Control [“OFAC”]), and of other jurisdictions. Customer is responsible for obtaining any required export or import authorizations for use of the Lob Services. Customer represents and warrants that it, its affiliates, and its Authorized Users are not on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country. Customer must not access or use the Lob Service in violation of any U.S. export embargo, prohibition or restriction.
15.9 Mandatory Arbitration; Waiver of Class Actions. If Customer is based in the United States, Customer also agree to the following mandatory arbitration provisions:
15.9.1 Agreement to Arbitrate. You and Lob agree to resolve any claims relating to these Terms or from the Services through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to Agreement to Arbitrate below. This includes disputes arising out of or relating to interpretation or application of this “Mandatory Arbitration Provisions” section, including its enforceability, revocability, or validity.
15.9.2 Arbitration Procedures and Fees. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in San Francisco (CA), United States or any other location we agree to. The AAA rules will govern payment of all arbitration fees.
15.9.3 Exceptions to Agreement to Arbitrate. Either you or Lob may assert claims, if they qualify, in small claims court in San Francisco (CA) or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California to resolve your claim.
15.9.4 Waiver of Class Actions. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed. If this specific paragraph is held unenforceable, then the entirety of this “Mandatory Arbitration” section will be deemed void.
15.10 Updates and Waivers. Any updates to these terms will be effective as of the effective date noted at the top of this page and your continued use of the Services will be considered your acceptance of such updates. Lob’s documentation is available online and constantly being developed and improved, and as a result, during a Subscription Term Lob may update the documentation without notice to Customer. In the event of any conflict between these Terms and any order form, these Terms will take precedence unless otherwise expressly provided. No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms. Waivers must be made in writing and executed by an authorized representative of the waiving party. The waiver by either you or Lob of any breach of any provision of these Terms does not waive any other breach. The failure of any party to these Terms to insist on strict performance of any covenant or obligation in accordance with these Terms will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of these Terms.
15.11 Severability. If any provision of these Terms is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that these Terms may otherwise remain in effect.
15.12 No Third-Party Rights. Nothing in these Terms confers on any third party the right to enforce any provision of these Terms. Customer acknowledges that each Order Form only permits use by and for the legal entity or entities identified in the Order Form(s) as the Customer, and not any Customer affiliates.
15.13 Entire Agreement. These Terms represent the parties’ complete and exclusive understanding relating to the subject matter of these Terms. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Lob Service or any other subject matter covered by these Terms. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to these Terms. Any terms provided by Customer (including as part of any purchase order or other business form used by Customer) are for administrative purposes only, and have no legal effect.
15.14 Governing Law & Venue. These Terms will be interpreted, construed, and enforced in all respects in accordance with the laws of the state of California, United States, without reference to its choice of law rules to the contrary. The parties agree to submit to the exclusive jurisdiction of, and venue in the court of competent jurisdiction located in San Francisco, California.
15.15 Language and Translations. Lob may provide translations of these Terms or other terms or policies. Translations are provided for informational purposes and if there is an inconsistency or conflict between a translation and the English version, the English version will control.
15.16 Government Terms. The Lob Services consist of commercial items and are commercial computer software as described in DFARS 252.227-7014(a)(1) and FAR 2.101. If acquired by or on behalf of any the Department of Defense or any component thereof, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of these Terms as specified in DFARS 227.7202-3, Rights in Commercial Computer Software or Commercial Computer Software Documentation. If acquired by or on behalf of any civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of these Terms as specified in FAR 12.212, Computer Software.
15.17 How to Contact Us. If you have any questions about these Terms, please contact us at email@example.com.