Register to join the Postcard on the Run SDK program

POSTCARD ON THE RUN
FEATURE ADOPTION AGREEMENT

This agreement (the "Agreement") is entered into between Postcard on the Run, Inc., a California corporation with a principal place of business at 137 North Larchmont Blvd., #133, Los Angeles, CA 90004 ("Postcard") and you ("You" or "Your").

Background

Postcard hereby grants You the non-exclusive, worldwide, limited right to use the Technology in accordance with the Guidelines (defined below) and this Agreement.

You agree to integrate the Technology into Platform(s) by following Postcard's instructions and complying, on an ongoing basis, with requirements Postcard announces from time to time, including those outlined in Postcard's SDK documentation (the "Guidelines"). The Guidelines include, without limitation, the following: (i) the phrase "Powered by Postcard On The Run" must be displayed during the Service's application startup, in all applicable Platform "about" boxes and pages, and in all applicable Platform marketing materials; (ii) You will specify that all pictures must be of a resolution of at least 150 dpi, and that for reasonable results pictures should be of a resolution of at least 300 dpi; (iii) Postcard and You must mutually agree on the placement of any link, photo, tab, image or "button" triggering access to the Service on Your Platform(s), the size and shape of which may be no smaller than any third party sharing icons (i.e. Facebook, Twitter, Google+ sharing widgets); (iv) You agree not to use, promote or incorporate any other service, technology or application (provided by You or a third party) which allows end-users to create and send postcards or other physical mail using an end-users' photographs.

In exchange for Your integration of the Technology into Your Platform(s) and compliance with the Guidelines and this Agreement, unless otherwise agreed in writing between you and Postcard, Postcard agrees to pay You a revenue share equal to 50% of the Net Proceeds Postcard receives from bona-fide end-users who access the Service from Your Platform(s) and complete Transactions resulting in payment to Postcard of at least $0.99 per postcard created and mailed through the Service (the "Revenue Share"). "Net Proceeds" means the proceeds received by Postcard as a result of Transactions initiated from bona-fide end-users accessing the Service from Your Platform(s), less cost of goods and credits provided to end-users for failed or erroneous Transactions. Within three (3) weeks after the end of each calendar quarter, Postcard will pay You the Revenue Share earned in the preceding calendar quarter, and will include a report of Net Proceeds received in the preceding calendar quarter (including a statement of related gross proceeds received and applicable reductions). You understand that Postcard permits third parties to create coupons and promotional codes to allow end-users to use the Service at a discount, and that the Revenue Share will only be payable on Transactions that result in payment to Postcard of at least $0.99 per postcard created and mailed through the Service.

You grant Postcard, and Postcard grants You, the non-exclusive, limited right to use the other's trademarks and logos in connection with promotion of the Technology and Service and the availability of the Technology and Service on Your Platform(s) during the term of this Agreement and subject to each party's guidelines and instructions regarding the use of such trademarks and logos.

Either party may terminate this Agreement upon at least 60 days' written notice.

You agree that to the extent the Technology includes information which is not available to the public (i.e. Postcard's API, SDK and related documentation), You will not disclose such information to third parties without Postcard's written consent, and will protect it to the same extent You protect Your own confidential information (but with nothing less than reasonable care). You will not reverse engineer the Technology or otherwise attempt to derive any information regarding the source code of the Technology.

The Technology is provided "as is" and "as available." Postcard makes no warranties whatsoever and disclaim any and all implied warranties, including without limitation, warranties of fitness for a particular purpose, merchantability, and non-infringement. In no event will Postcard be liable under any theory of liability for any indirect, incidental, special, punitive, exemplary, or consequential damages of any kind, even if advised of the possibility of such damages. In no event will Postcard's aggregate liability arising from, relating to, or in connection with this Agreement exceed the amounts Postcard pays to You as Revenue Share.

You will indemnify and defend Postcard, it's shareholders, directors, officers, agents, successors and assigns from any third-party claims (including, without limitation, government actions) arising from, relating to, or connected with Your business generally, including, without limitation, any intellectual property that You provide to Postcard.

This Agreement will be governed by the laws of California and the United States of America. Any action or proceeding relating to this Agreement will be filed and prosecuted only in the federal and state courts located in Los Angeles County, California, and each party hereby consents to and irrevocably waives any objections to personal jurisdiction and venue in such courts, and each agrees that such courts are a convenient forum for any such action or proceeding.

All notices, requests, consents and other communications under this Agreement will be in writing, addressed to the receiving party's address appearing in the banner to this Agreement or to another address as that party may designate in a written notice, and may be either: (i) delivered by hand; (ii) made by facsimile or email; (iii) sent by overnight courier; or (iv) sent by registered, First Class or Priority mail, return receipt requested, postage prepaid. All notices, requests, consents and other communications under this Agreement will be deemed to have been given: (a) if by hand, at the time of the delivery thereof to the receiving party; (b) if made by facsimile or email, at the time that receipt thereof, as evidenced by appropriate receipts, facsimile "answer-back" print-outs, or similar documentation; (c) if sent by overnight courier, on the next business day following the day such notice is delivered to the courier service; or (d) if sent by registered, First Class or Priority mail, on the fifth business day following the day such mailing is made.

Notwithstanding anything herein to the contrary, portions of the Technology are licensed under the Apache License, Version 2.0 (the "Apache License"), and the Apache License will supersede the license terms contained in this Agreement as to such the portions of the Technology to which it relates. You may not use such portions of the Technology except in compliance with the Apache License. You may obtain a copy of the Apache License at http://www.apache.org/licenses/LICENSE-2.0. Unless required by applicable law or agreed to in writing, software distributed under the Apache License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the Apache License for the specific language governing permissions and limitations under the Apache License.

This Agreement constitutes the parties' entire understanding and agreement and supersedes all prior and contemporaneous understandings and agreements. This Agreement will not be construed in favor of a party by virtue of the other party having drafted it. You may not assign or transfer this Agreement or the licenses granted hereunder without Postcard's prior written consent. Each term of this Agreement may be modified, supplemented, amended, or waived only by a writing signed by both parties that expressly modifies, supplements, amends, or waives such term. No failure or delay by a party in exercising any right, power, or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise of any right, power, or privilege under this Agreement. In the event that any of the provisions of this Agreement will be held by a court or other tribunal of competent jurisdiction to be illegal, invalid, or unenforceable, such provisions will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. Nothing contained in this Agreement will be deemed to create, or be construed as creating, any third-party beneficiary right of action upon any third party whatsoever. Facsimile, .pdf or electronic signatures will have the same weight and effect as originals.