Professional Services Agreement

This Professional Services Agreement (the “Agreement”) sets forth the terms under which Vendor, as identified in an executed Statement of Work (“SOW”), will provide services (the “Services”) and deliverables (the “Deliverables”) to Lob.com, Inc. (“Lob”) and its Affiliates. The Agreement is effective as of the date specified in the applicable SOW (the “Effective Date”) and governs all Services and Deliverables provided by Vendor.

1. Definitions.
   
   1. “Affiliates” means any entity that, directly or indirectly, owns, is owned by, or is under common ownership or control with a party. “Control” means the power to direct the management or affairs of an entity, and “ownership” means beneficial ownership of 50% or more of the voting equity securities or other equivalent voting interests of an entity.
   2. “Confidential Information” means information disclosed by a party or its Affiliates (the “Disclosing Party”) to the other party or its Affiliates (the “Receiving Party”) that (a) is designated as confidential in writing within thirty (30) days after disclosure or (b) reasonably should be understood to be confidential given its nature or the circumstances of disclosure. Lob’s Confidential Information includes Lob Properties, Lob Data, Deliverables, information regarding Lob’s business and opportunities, and information obtained through access to Lob’s facilities or Lob Properties, including access credentials.
   3. “Content” means any reports, data, models, information, materials, feedback, software, systems, documentation, goods, designs, works of authorship, inventions, know-how, processes, methodologies, or other materials, whether tangible or intangible and in any form or medium.
   4. “Deliverable” means any Content, and related Intellectual Property Rights, in any form or medium and regardless of its state of completion, that: (a) is identified in an SOW as an invention, work product or deliverable; (b) is specifically created, developed, conceived or reduced to practice by Vendor in performing the Services for Lob; or (c) uses, relies on, incorporates or derives from any of Lob’s Confidential Information.
   5. “Intellectual Property Rights” means all intellectual property and proprietary rights of any kind, including patents, copyrights, trade secrets, trademarks, know-how, moral rights, and rights of privacy or publicity, and all related applications, registrations and similar rights under the laws or regulations of any domestic or foreign governmental, regulatory or judicial authority.
   6. “Lob Data” means any data, code, content, information or other materials accessed, received, collected, generated, stored or processed by or for Lob or its Affiliates, including data received from or pertaining to Lob’s customers, end users, advertisers, print partners, business partners, distributors or resellers.
   7. “Lob Properties” means Lob’s and its Affiliates’ products, software, websites, online properties, services, systems, networks, infrastructure and related hardware, equipment and components, including those provided by third parties such as cloud service providers.
   8. “OSS” means any open-source software or other other content made available under an open-source or similar license that, when used, modified, combined with, or distributed with other software, may impose obligations or restrictions on that software or related Intellectual Property Rights, including obligations to disclose or license source code.
   9. “Pre-Existing Material” means any Content generally used by Vendor in its business that (a) was developed by Vendor before Vendor provided any Services or Deliverables to Lob; and (b) does not use, rely on, depend on, incorporate or derive from Lob’s Confidential Information.
   10. “Security Incidents” means any actual or reasonably suspected unauthorized access to, use, disclosure, loss or destruction of Lob Data or Lob’s Confidential Information, or any security incident that materially affects the security of Lob’s systems or the Services.
   11. “Third Party Materials” means any Content, and any related Intellectual Property Rights, that is not owned exclusively by Vendor, including any OSS.
   12. “Use” means to use, reproduce, display, perform, publish, license, distribute, disclose, make, have made, sell, offer for sale, practice, import, export, execute, adapt, modify, improve, create compilations or derivative works of, or otherwise exploit, and to permit others to do any of the foregoing, in any form or medium, whether now existing or later developed.
2. Services and Deliverables.  
   
   1. Scope of Services. Vendor will provide the Services and Deliverables in accordance with each applicable SOW and this Agreement. Vendor may not begin work under an SOW until Lob has approved and signed the SOW and will perform the Services and provide the Deliverables promptly and in accordance with the applicable SOW.
   2. Delivery. Vendor will deliver all Deliverables electronically as directed by Lob or, for tangible Deliverables, F.O.B. to the Lob destination specified in the applicable SOW. Title and risk of loss for tangible Deliverables will pass to Lob upon Lob’s inspection and acceptance of the Deliverables at the specified destination. Vendor will pay all duties, export fees, shipping costs and insurance, if any, unless otherwise specified in the applicable SOW. Vendor agrees that time is of the essence under this Agreement and each SOW.
   3. Acceptance. Unless otherwise stated in an SOW, Lob will have thirty (30) days to evaluate any Deliverable (“Acceptance Period”) to ensure that such Deliverable meets the warranties, specifications and requirements set forth in the applicable SOW and this Agreement. If a Deliverable does not conform, Lob will notify Vendor in writing during the Acceptance Period and Vendor, at its own cost and expense, shall promptly provide the corrected Deliverable to Lob. The corrected Deliverable will be subject to a new Acceptance Period. A Deliverable will be deemed accepted if: (a) Lob fails to reject such Deliverable during the Acceptance Period or (b) Lob provides Vendor with written notice of acceptance. If Vendor fails to provide a conforming Deliverable after two Acceptance Periods, Lob may, at its option, terminate the applicable SOW and Vendor shall refund all fees paid by Lob for the affected Services and Deliverables. If this Section applies to an SOW, Lob may withhold payment until final acceptance of the Deliverables, notwithstanding anything to the contrary in this Agreement. Nothing in this Section limits any other warranties or remedies available to Lob under this Agreement.
   4. Changes. Lob may request changes to any SOW in writing. The parties will document any agreed changes, including any resulting changes to scope, delivery dates or pricing, in a written change order. Fees for additional Services or Deliverables will not exceed the rates set forth in the applicable SOW, and Vendor will credit Lob for any prepaid fees that have not been used. No change order will be binding on Lob unless signed by an authorized representative of Lob.
   5. Vendor Personnel. Vendor may not subcontract any Services or Deliverables without Lob’s prior written approval in each instance. Vendor remains responsible and liable to Lob for the acts and omissions of its employees, agents, contractors, and subcontractors (collectively, “Vendor Personnel”), including their compliance with this Agreement. Vendor will ensure that all Vendor Personnel are bound by written obligations that are at least as protective of Lob as those set forth in this Agreement, including obligations necessary to secure Lob’s rights in the Deliverables. At Lob’s request, Vendor will promptly replace any Vendor Personnel whose performance does not meet Lob’s reasonable expectations. If Vendor cannot provide a replacement, Lob may terminate the applicable SOW without further obligations or penalties, and Vendor shall refund Lob for any unearned fees paid. 
   6.  Lob Affiliates. Lob’s Affiliates may enter into SOWs under this Agreement and will receive the same rights, benefits and protections provided to Lob under this Agreement. For any SOW entered into by an Affiliate, the Affiliate will be deemed “Lob” for purposes of that SOW and this Agreement, and the SOW will constitute an agreement between Vendor and the Affiliate subject to this Agreement.
3. Vendor Requirements.
   
   1. Background Checks. Vendor will conduct background checks on its Vendor Personnel providing Services to Lob on Vendor’s behalf. Upon Lob’s written request (email sufficient), Vendor shall provide an attestation confirming completion of the required background checks and, to the extent permitted by applicable law, the results of such checks. All background checks will comply with applicable laws and regulations and will include, at a minimum, the following:
      
      1. Criminal Check: A criminal background check covering the preceding seven (7) years, including federal, national and county records, for felony and misdemeanor convictions and unresolved arrests, but excluding infractions and arrests that did not result in conviction. The check will also include a sex offender registry check and domestic terrorist watch list check.
      2. Education Check: Verification of the highest level of education attained, including the educational institution, dates of attendance and degree title. Professional licenses will be verified only when specifically required for the position.
      3. Employment Check: Verification of up to the three (3) most recent employers, including dates of employment and job title.
      4. Other Checks: Social Security number trace (not verification) and address history.
   2. Security Training. Vendor will provide information security awareness training to its Vendor Personnel who provide Services to Lob or have access to Lob’s Confidential Information. Training will be completed upon hire and annually thereafter, in compliance with all applicable laws and regulations, and will cover, at a minimum, password management, physical security, social engineering, phishing, acceptable use policies and ethics, and incident response.
   3. Security Requirements. Vendor will maintain reasonable administrative, technical and physical safeguards appropriate to the nature of the Services and designed to protect Lob Confidential Information against unauthorized access, use, disclosure, alteration, loss or destruction. Vendor will maintain written information security policies and procedures and ensure that its Vendor Personnel comply with such safeguards. Neither Vendor or Vendor Personnel may transfer, access, use, or store Lob Confidential Information outside of the United States without Lob’s prior written consent. 
   4. Security Incidents. Vendor shall notify Lob without undue delay and, in any event, within twenty-four (24) hours after becoming aware of a Security Incident. Vendor will promptly investigate, contain and remediate the Security Incident and take all reasonable measures to prevent its recurrence. Vendor will keep Lob informed of the investigation and remediation efforts and provide Lob with all information reasonably requested to assess the Security Incident, including its nature, scope, affected data and systems, and corrective actions taken. Vendor will reasonably cooperate with Lob in responding to the Security Incident, including any required notices to affected individuals or governmental authorities. Vendor will not notify any third party regarding a Security Incident involving Lob’s Confidential Information without Lob’s prior written approval, unless required by applicable law.
   5. Artificial Intelligence. Vendor will not use any artificial intelligence, machine learning or generative artificial intelligence tool, system or service (“AI”) in connection with the Services or Deliverables without Lob’s prior written approval. If Lob approves such use, Vendor will ensure that the applicable AI does not use, retain or process such information to train, fine-tune or improve any model, system or service, or for any purpose other than providing the Services to Lob. Vendor will remain responsible for its use of AI and will ensure that any approved AI use complies with this Agreement.
4. Payment.
   
   1. Fees and Expenses.  Fees for the Services and Deliverables will be set forth in the applicable SOW, and no other fees will be payable. Lob will reimburse Vendor for expenses at cost only if: (i) the applicable SOW expressly identifies the expense as reimbursable; (ii) Lob has approved the expense in writing in advance; and (iii) the expense is reasonable and complies with Lob’s applicable travel and expense policies. Vendor will itemize each reimbursable expense separately on its invoices.
   2. Payment Terms. Subject to Vendor’s compliance with this Agreement, Lob will pay all undisputed fees for Services and approved expenses within thirty (30) days after receiving a correct and properly itemized invoice, unless a different payment period is specified in the applicable SOW. Unless otherwise specified in an SOW: (i) all invoices and payments will be in U.S. dollars; (ii) Vendor will invoice Lob upon completion and, if applicable, acceptance of the Services and Deliverables; and (iii) Vendor will send each invoice to the applicable Lob billing address. Lob may withhold payment of amounts disputed in good faith while the parties work to resolve the dispute, without breaching this Agreement or permitting Vendor to suspend its performance. Lob may also set off or withhold amounts otherwise payable to Vendor to the extent permitted by applicable law.
   3. No Other Compensation. The compensation set forth in this Agreement and the applicable SOW is the only compensation Vendor will receive for the Services and Deliverables. Vendor is not entitled to any additional payment, reimbursement or other consideration, including royalties or license fees for Deliverables. Vendor is responsible for all applicable taxes and will not invoice Lob for such taxes. Vendor will provide Lob with any tax forms and other information or documentation reasonably requested by Lob to support or substantiate fees and expenses.
5. Ownership and Deliverables.
   
   1. Ownership and Assignment of Deliverables. Vendor agrees that all Deliverables are the sole and exclusive property of Lob. To the fullest extent permitted by law, all Deliverables will be deemed “works made for hire” under Section 101 of Title 17 of the United States Code. To the extent any Deliverable does not qualify as a work made for hire, Vendor hereby irrevocably assigns, transfers and conveys to Lob all right, title and interest in and to such Deliverable and all related Intellectual Property Rights, whether or not the Deliverable has been accepted or delivered to Lob. To the extent any rights in a Deliverable cannot be assigned to Lob under applicable law, Vendor irrevocably grants Lob an exclusive, perpetual, worldwide, fully paid-up, royalty-free license to Use such Deliverable and assigns to Lob all rights to enforce such rights. 
   2. Pre-Existing and Third-Party Materials. Vendor retains all right, title and interest, including all Intellectual Property Rights, in its Pre-Existing Material, subject to the licenses granted in this Section 5.2. If Vendor provides Lob with any Pre-Existing Material or Third-Party Material, or any Deliverable that incorporates, includes, is integrated with, uses or depends on such material, Vendor grants Lob a non-exclusive, perpetual, worldwide, fully paid-up, royalty-free license to Use such material as necessary for Lob to Use the applicable Deliverable. Such materials will not be considered Vendor’s Confidential Information, notwithstanding anything to the contrary in this Agreement. Vendor will: (i) identify all Pre-Existing Material and Third-Party Material and its proposed use in the applicable SOW; (ii) obtain Lob’s prior written approval for such use; and (iii) obtain, at its sole cost and expense and before using such material, all rights, licenses and releases necessary to grant Lob the rights described in this Agreement. Vendor will confirm its compliance with these requirements in writing upon Lob’s request.
   3. Additional Terms. Vendor irrevocably releases and waives any claims, damages or liability against Lob, its Affiliates, and their respective employees, officers, agents, contractors, directors, licensees, successors and assigns arising from or relating to: (i) any Use of the Deliverables; or (ii) any Use of Pre-Existing Material or Third-Party Material permitted under Section 5.2. All rights, licenses, releases and waivers granted under this Section 5.3 are royalty-free, fully paid-up, irrevocable, worldwide, transferable, sublicensable through multiple tiers, and perpetual, apply to all applicable Intellectual Property Rights, and extend to Lob’s Affiliates. For purposes of Section 365(n) of the United States Bankruptcy Code, all licenses granted by Vendor under this Agreement are licenses to rights in “intellectual property.” If bankruptcy proceedings are commenced by or against Vendor, Lob may elect to retain all rights granted to it under this Agreement pursuant to Section 365(n).
   4. Attorney in Fact. Vendor will, at its expense, reasonably assist and cooperate with Lob in obtaining, perfecting, maintaining and enforcing Lob’s rights, including Intellectual Property Rights, in the Deliverables, including by executing documents and, subject to Vendor’s reasonable availability, providing testimony and taking other reasonably requested actions. Vendor irrevocably appoints Lob as its attorney-in-fact to execute documents and take other lawfully permitted actions necessary to effectuate Vendor’s assignments and licenses under this Agreement. Vendor will not contest or challenge Lob’s ownership of the Deliverables.
   5. Ownership of Lob Materials. Lob, or its applicable vendors or licensors, retains all right, title and interest, including all Intellectual Property Rights, in and to Lob’s Confidential Information and any derivatives thereof. Vendor will not contest or challenge Lob’s rights in such materials. Lob may develop, or receive from third parties, products, services and other materials that are similar to or competitive with Vendor’s Services or Deliverables, and nothing in this Agreement restricts Lob from doing so.
6. Confidentiality.
   
   1. Duties. Unless otherwise permitted by this Agreement, each Receiving Party will: (a) keep Confidential Information confidential and not disclose it except as permitted under this Agreement; (b) use it only as necessary to provide or receive the Services and Deliverables; and (c) protect it using the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. Vendor will not disclose to Lob any third party’s proprietary information or trade secrets.
   2. Exclusions and Exceptions.  The obligations in this Section do not apply to Confidential Information, other than Lob Data, that the Receiving Party can demonstrate: (a) is or becomes publicly available through no breach of this Agreement; (b) was lawfully known to the Receiving Party before disclosure; (c) is lawfully obtained from a third party without a duty of confidentiality; or (d) is independently developed without use of the Disclosing Party’s Confidential Information. A Receiving Party may disclose Confidential Information to its employees, agents, contractors, and subcontractors who need to know it for purposes of this Agreement and are bound by confidentiality obligations at least as protective as those in this Agreement. A Receiving Party may also disclose Confidential Information with the Disclosing Party’s prior written consent or as required by law or court order, provided that, to the extent legally permitted, it gives the Disclosing Party advance written notice and reasonably cooperates in seeking confidential treatment.
   3. Injunctions. Each party acknowledges that a breach of this Section may cause irreparable harm for which monetary damages may be inadequate. Accordingly, the Disclosing Party may seek equitable relief to protect its Confidential Information, in addition to any other available remedies.
7. Warranties.
   
   1. Mutual Warranty. Each party represents and warrants that it has the full right and authority to enter into and perform this Agreement and that its execution and performance of this Agreement will not violate any agreement or other obligation binding on such party.
   2. Performance Warranties.  Vendor represents and warrants that: (a) the Services and Deliverables will be provided timely, professionally and in a workmanlike manner by Vendor Personnel who possess the qualifications, experience, knowledge, and expertise necessary to perform the applicable Services and Deliverables; (b) the Services and Deliverables will materially conform to the applicable SOW, including its specifications and requirements, and applicable industry standards; and (c) the Deliverables will be free from defects in design, materials and workmanship and be merchantable and fit for the purposes contemplated by the applicable SOW (collectively, the “Performance Warranties”).
   3. Additional Warranties. Vendor further represents and warrants that: (a) it has all rights, permissions, consents, licenses and releases necessary to provide the Services and Deliverables and grant Lob the rights provided under this Agreement; (b) the Services, Deliverables, Third-Party Materials and Pre-Existing Materials, and Lob’s permitted Use of them, will not infringe or violate any third-party rights or require any third-party consent or payment; (c) Vendor will comply with all applicable laws, rules, and regulations; and (d) the Deliverables will be free of liens and other encumbrances, will not contain any disabling, time-out or counter devices or devices intended to collect data from Lob, and, except for Lob-approved Third-Party Materials, will be original to Vendor.
   4. Remedies. At Lob’s request and Vendor’s sole cost and expense, Vendor will promptly correct any warranty breach and redeliver conforming Services or Deliverables, in any event within five (5) days.. If Vendor cannot cure the breach, Lob may terminate this Agreement or the applicable SOW and receive a refund of all fees and related expenses paid for the affected Services and Deliverables.
   5. Disclaimer.  EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, INCLUDING ANY EXHIBIT OR SOW, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LOB PROPERTIES, LOB DATA AND OTHER LOB CONFIDENTIAL INFORMATION ARE PROVIDED “AS IS.”
8. Indemnity. _{Vendor will indemnify, defend and hold harmless Lob, its Affiliates, and their respective officers, directors, employees, sublicensees, contractors, users and agents (collectively, “Lob Parties”) from and against any third-party claims and all resulting losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to: (a) any breach by Vendor or Vendor Personnel of any representation, warranty or other obligation under this Agreement; (b) any actual or alleged infringement or violation of third-party Intellectual Property Rights by the Services, Deliverables, Third-Party Materials or Pre-Existing Materials, or Lob’s permitted Use thereof; or (c) personal injury, property damage or health harm caused by the negligence or more culpable conduct of Vendor or Vendor Personnel (each, a “Claim”). Lob will promptly notify Vendor of any Claim and, at Vendor’s expense, Vendor will defend the Lob Parties against the Claim. Lob may participate in the defense with counsel of its choice, at its own expense, and the parties will reasonably cooperate. Vendor may not settle any Claim without Lob’s prior written consent. Any settlement must fully release the applicable Lob Parties from liability, not admit guilt, and, for any Claim involving a Deliverable, preserve Lob’s right to continue Using the affected Deliverable.}
9. Limitations of Liability. _{EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 9: (A) IN NO EVENT WILL EITHER PARTY BE LIABLE (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) EACH PARTY’S MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY LOB TO VENDOR DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. THE ABOVE PROVISIONS OF THIS SECTIONS 9 WILL NOT APPLY TO VENDOR WITH RESPECT TO: (A) ITS INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT; (B) ITS BREACH OF CONFIDENTIALITY OR SECURITY; (C) ITS BREACH OF WARRANTIES; OR (D) ANY PERSONAL INJURY, PROPERTY DAMAGE OR HEALTH HARM CAUSED BY THE NEGLIGENT OR MORE CULPABLE CONDUCT OF VENDOR.}
10. Term and Termination.
    
    1. Term.  This Agreement begins on the Effective Date and continues for an initial term of twelve (12) months, automatically renewing for successive twelve (12)-month terms unless either party provides at least thirty (30) days’ written notice of non-renewal. This Agreement will automatically terminate upon expiration or termination of the final SOW if no other SOW is then in effect.
    2. Termination.  Either party may terminate this Agreement or any SOW if the other party: (a) fails to cure a material breach of this Agreement or the applicable SOW within thirty (30) days after written notice; (b) ceases to conduct business in the ordinary course; or (c) becomes subject to bankruptcy, receivership or similar proceedings that are not dismissed within sixty (60) days. Lob may terminate this Agreement or any SOW: (i) for convenience upon ten (10) days’ written notice; (ii) immediately if Vendor commits three (3) or more breaches of this Agreement during any twelve (12)-month period, whether or not cured; (iii) immediately for Vendor’s breach of confidentiality or security; or (iv) immediately if Vendor causes or creates a condition that may result in a health, security, integrity or availability issue or physical or property damage.
    3. Effect of Termination. Following termination or expiration of this Agreement or an SOW, Vendor will cease to provide Services unless Lob directs otherwise in writing and, at Lob’s request, will: (a) wind down the Services in a professional and cost-effective manner; (b) reasonably cooperate in transitioning the Services and Deliverables to Lob or its designee; (c) refund any prepaid fees for Services or Deliverables not received or not conforming to this Agreement, and Lob will have no further payment obligation for such Services or Deliverable; and (d) return or, at Lob’s direction, destroy all Lob Confidential Information, including Deliverables, Lob Data and Lob Properties, except as required by law. 
    4. Survival.  The following provisions will survive any termination or expiration of this Agreement: Sections 1 (Definitions), 2.5 (Vendor Personnel), 2.6 (Lob Affiliates), 5 (Ownership and Deliverable), 6 (Confidentiality), 7 (Warranties), 8 (Indemnity), 9 (Limitations of Liability), 10 (Term and Termination) and 11 (General).
11. General.
    
    1. Assignment.  Neither party may assign this Agreement without the other party’s prior written consent, except that Lob may assign it without consent to an Affiliate or in connection with a reorganization, merger, consolidation, acquisition or other transaction involving all or substantially all of Lob’s voting securities or assets. Any assignment in violation of this Section is void. This Agreement will bind and benefit the parties and their permitted successors and assigns.
    2. Notices. Notices must be in writing and are effective when (a) delivered personally, (b) two (2) days after being sent by overnight mail or (c) sent by email to the addresses of the other party’s authorized representative, where no undeliverable message is returned. Any legal notices to Lob will be effective only if copied to legal@lob.com with the subject line “LEGAL NOTICE.”
    3. Publicity.  Vendor may not use Lob’s name, logo or trademarks (including on any customer lists), issue any public announcements, press releases or publicity regarding this Agreement, or otherwise confirm or comment on the parties’ relationship under this Agreement.
    4. Governing Law; Remedies.  This Agreement is governed by the laws of the State of California and applicable United States federal law, without regard to conflict-of-law principles. Any proceeding arising out of or relating to this Agreement must be brought in the state or federal courts located in San Francisco County, California, and each party irrevocably submits to their jurisdiction and venue. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply. All remedies under this Agreement are cumulative and not exclusive.
    5. Independent Contractors.  The parties are independent contractors, and this Agreement does not create an employment, partnership, agency or joint venture relationship. Vendor and Vendor Personnel are not entitled to Lob employee benefits. Vendor is solely responsible for all compensation, taxes, insurance, employment-related obligations and benefits relating to Vendor Personnel and will indemnify and hold the Lob Parties harmless from related claims. Vendor is responsible for the acts and omissions of Vendor Personnel, including those resulting in personal injury or property damage. Except as provided in Section 5.4 (Attorney-in-Fact), neither party may bind the other or incur obligations on the other’s behalf.
    6. Insurance.  Vendor will maintain, at its expense, insurance appropriate to its obligations under this Agreement, including all insurance required by law and customary for its business. Upon request, Vendor will provide certificates of insurance or other evidence of coverage. Vendor’s insurance does not limit its liability under this Agreement
    7. Records. Upon reasonable prior notice and no more than twice per year, Lob may inspect Vendor’s records, systems and facilities as reasonably necessary to verify compliance with this Agreement. Vendor will maintain complete and accurate records relating to the Services and Deliverables, including amounts charged to Lob, for at least five (5) years after Lob’s final payment for the applicable Services or Deliverables.
    8. Entire Agreement. This Agreement, including its Exhibits and SOWs, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior discussions, agreements and understandings. It also supersedes any terms Vendor provides through its website, proposals, orders, purchase order confirmations or similar documents.
    9. Updates; Waivers.  This Agreement may be amended from time to time by Vendor, effective as of the effective date specified at the top of this page. Any waiver must be in writing and signed by the waiving party. No waiver will be implied from conduct, knowledge, or failure or delay to exercise any right.
    10. Severability.  If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in effect.
    11. Miscellaneous.  This Agreement and any SOW may be executed electronically and in counterparts, each of which is deemed an original and all of which together constitute one agreement. Electronic delivery of an executed Agreement or SOW is sufficient to bind the parties. “Including” means “including without limitation.” Each party represents that its signatory is authorized to bind it.