Terms of Service

SENDER, INC.

These Terms and Conditions (the “Terms”) are effective upon execution of an Order Form referencing these Terms (each, a “Order Form” and together with these Terms, the “Agreement”), by and between Sender, Inc. (“Sendoso”) and the party named as Customer in the Order Form. The Agreement governs the provision by Sendoso to the Customer of access to the web based service described at www.sendosodev.wpengine.com, as it may be updated from time to time in Sendoso’s sole discretion (the “Service”). The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior communications and agreements.

1. Sendoso Service.

1.1 Access to the Service. During the Term and subject to Customer’s compliance with the terms of this Agreement, Sendoso shall provide Customer with non-exclusive access to the Service and grants Customer the right to access and use the Service solely for its own business purposes.

1.2 Users. Access to the Service is made available on a per seat model, with each user (a “User”) having unique log-in credentials. Customer will ensure that Users maintain the confidentiality of their log-in credentials and will be responsible for Users’ compliance with this Agreement.

1.3 Professional Services. Sendoso and Customer may additionally agree upon the provision by Sendoso of professional services relating to the implementation or other support of Customer’s use of the Service, as set forth in a Statement of Work referencing this Agreement (“Professional Services”).

2. Billing and Payments.

2.1 Pricing Structure. The pricing model for the Service has the following components: (i) a per user license fee (the “License Fee”); (ii) a pre-paid account balance (an “Account Balance”) which is drawn against for Customer’s purchase of inventory, pick and pack services, gift cards, shipping and handling in connection with its orders via the Service, duties VATs, customs and other taxes, and return fees and fees for rejected shipments (“Send Fees”) and (iii) fees for Professional Services (“Professional Service Fees” and together with License Fees and Send Fees, “Fees”). If there is not a sufficient amount of money available on Customer’s Account Balance at the time Customer incurs Send Fees, Sendoso may, in its discretion (i) refuse to complete the requested send, or (ii) bill Customer at such time for the required Send Fees. Fees charged are as-described on the applicable Order Form and are not refundable. Account Balances expire at the end of the Subscription Term set forth in the Order Form.

2.2 Modifying Your Subscription. If you choose to add additional Users or upgrade your plan, any incremental cost will be prorated over the remainder of the then-current Subscription Term, payable upon the date of such change. For each subsequent Subscription Term, unless otherwise agreed in writing, your subscription will renew with the total number of users, including users added during the prior Subscription Term. There are no refunds or credits for plan downgrades, reductions in number of Users or unused Account Balance.

2.3 Late Charges. Late payments are subject to interest charges of 1% per month, or if lower, the maximum amount allowed by law.

2.4 Taxes. Customer is solely responsible for payment of any taxes resulting from the use of the Service. If any such taxes are required to be withheld, Customer shall pay an amount to Sendoso such that the net amount payable to Sendoso after withholding of taxes shall equal the amount that would have been otherwise payable under this Agreement.

2.5 Billing Disputes. Customer agrees that it shall notify Sendoso within 60 days of receipt of an invoice from Sendoso if it intends to dispute the amounts owed under such invoice, and that after 60 days all undisputed invoices will be deemed to have been accepted.

3. Sendoso Service.

Sendoso Intellectual Property Rights & Restrictions. Sendoso shall retain all intellectual property rights in the Service, including any and all derivatives, changes and improvements thereof, and Customer agrees that it obtains no intellectual property rights or licenses by this Agreement except those expressly granted herein. Customer hereby grants Sendoso a non exclusive, perpetual, irrevocable, royalty-free license to any ideas, suggestions, feedback, gift ideas or categories, or service improvements given by Customer pertaining to the Service. Customer shall (i) not attempt to infiltrate, hack, reverse engineer, decompile, or disassemble the Service; (ii) not represent that it possess any proprietary interest in the Service; (iii) not directly or indirectly, take any action to contest Sendoso’s intellectual property rights or infringe them in any way; and (iv) except as specifically permitted hereunder, not use the name, trademarks, trade-names, and logos of Sendoso.

4. Customer Content and Inventory.

4.1 Ownership All data, information, files or other materials and content that Customer makes available to Sendoso for the purpose of utilizing the Service (“Customer Content”) shall remain the sole property of Customer.

4.2 License to Sendoso. Customer hereby grants Sendoso a worldwide, non-exclusive, royalty-free, license to use, copy, reproduce, distribute, prepare derivative works of, display and perform any and all Customer Content, to the extent required to perform the Service and, in the case of customer-designed items sent by Customer via the Service, to make such designs available to other Sendoso customers, provided that that no such use allows any third party to identify Customer or its Users in any manner.

4.3 Inventory. As a part of the Service, Customer may purchase inventory to be sent via the Sendoso Service and such inventory may be stored at fulfillment centers operated by Sendoso. Sendoso holds such items on behalf of Customer and at no time does title pass from Customer to Sendoso. Sendoso will not be liable to Customer for damage to such inventory in shipping or storage except in the case of gross negligence or willful misconduct by Sendoso.

5. Confidentiality.

5.1 Nondisclosure. Each party (each a “Receiving Party”) agrees that it shall use and reproduce the Confidential Information of the other party (the “Disclosing Party”) only for purposes of exercising its rights and performing its obligations under this Agreement and only to the extent necessary for such purposes and shall restrict disclosure of such Confidential Information to the Receiving Party’s employees, consultants, or advisors who have a need to know and who are bound by obligations of confidentiality and nonuse at least as protective of such information as this Agreement and shall not disclose such Confidential Information to any third party without the prior written approval of the Disclosing Party. The foregoing obligations shall be satisfied by the Receiving Party through the exercise of at least the same degree of care used to restrict disclosure and use of its own information of like importance, but not less than reasonable care. Notwithstanding the foregoing, it shall not be a breach of this Agreement for the Receiving Party to disclose Confidential Information if compelled to do so under law, in a judicial or other governmental investigation or proceeding, provided that, to the extent permitted by law, the Receiving Party has given the Disclosing Party prior notice and reasonable assistance to permit the Disclosing Party a reasonable opportunity to object to and/or limit the judicial or governmental requirement to disclosure. “Confidential Information” means all information of a party disclosed to the other party, regardless of the form of disclosure, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation and without the need to designate as confidential, the terms and conditions of this Agreement.

5.2 Exceptions. Notwithstanding anything to the contrary herein, neither party shall be liable for using or disclosing information that such party can prove: (i) was publicly known at the time it was disclosed or has become publicly known through no fault of the Receiving Party; (ii) was known to the Receiving Party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (iii) is disclosed with the prior written approval of the Disclosing Party; (iv) was independently developed by the Receiving Party without any use of the Confidential Information, as demonstrated by files created at the time of such independent development; (v) becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party without breach of this Agreement by the Receiving Party and otherwise not in violation of the Disclosing Party’s rights; or (vi) is disclosed generally to third parties by the Disclosing Party without restrictions similar to those contained in this Agreement.

6. Representations and Warranties.

6.1 Warranties.

6.1.1 Each party represents and warrants that (a) this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with the terms of this Agreement, and (b) its execution and delivery of this Agreement and its performance hereunder will not violate any applicable law, rule or regulation.

6.1.2 Customer additionally represents and warrants that (a) the Customer Content does not infringe upon any third party’s proprietary rights, including intellectual property rights (b) Customer will use the Service in compliance with all applicable laws and regulations, including laws applicable to the jurisdictions in which they send items via the Service, and any corporate gifting policies to which its recipients are subject.

6.2 Disclaimer of Warranties. EXCEPT AS EXPRESSLY STATED HEREIN, SENDOSO PROVIDES THE USAGE OF THE SERVICE TO CUSTOMER ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, AND FITNESS FOR PARTICULAR PURPOSE WHETHER ALLEGED TO ARISE BY LAW, BY USAGE IN THE TRADE, BY COURSE OF DEALING OR COURSE OF PERFORMANCE. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, SENDOSO DOES NOT WARRANT THAT (I) THE SERVICE OR ANY SERVICES RELATED THERETO WILL BE DELIVERED OR PERFORMED WITHOUT MISTAKE OR INTERRUPTION OR (II) THAT CUSTOMER WILL ACHIEVE ANY PARTICULAR BUSINESS RESULTS BY USE OF THE SERVICE.

7. Indemnification.

7.1 Customer’s Indemnities. Customer shall defend, indemnify and hold harmless Sendoso and its officers, directors, consultants, employees, successors and permitted assigns, from and against any third party claim, suit or proceeding and all resulting damages, costs, losses, awards and reasonable attorneys’ fees (collectively, a “Claim”), arising out of or relating to (a) the use or display of any Customer Content; (b) Customer’s breach of its warranties under Section 6.1 of this Agreement; (c) Customer’s use of the Service in any manner that violates this Agreement or applicable laws, rules or regulations or (d) any harm suffered or alleged to be suffered by any third party caused by or in connection with items sent by Customer via the Service.

7.2 Sendoso’s Indemnities. Sendoso shall defend, indemnify and hold harmless Customer and its officers, directors, consultants, employees, successors and permitted assigns, from and against any Claim arising out of or relating to an allegation that the Service infringes any intellectual property right of a third party.

8. Limitation of Liability.

8.1 EXCLUSION OF DAMAGES. IN NO EVENT WILL SENDOSO BE LIABLE FOR (A) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT SENDOSO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (B) ANY DAMAGES CAUSED BY CUSTOMER’S USE OF THE SERVICE OR IN CONNECTION WITH ITEMS SENT BY CUSTOMER; (C) ANY DAMAGE TO INVENTORY HELD BY SENDOSO ON BEHALF OF CUSTOMER (EXCEPT IN THE CASE OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY SENDOSO).

8.2 MAXIMUM AGGREGATE LIABILITY. SENDOSO’S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO SENDOSO DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE LIABILITY FIRST ARISES.

9. Term; Termination.

9.1 Term. This Agreement shall commence on the Effective Date and shall remain in effect for so long as there is a valid Order Form in effect or until terminated as provided herein (the “Term”). Unless otherwise specified in the Order Form, each Order Form will automatically renew at then-current pricing for successive 12 month terms unless written notice of non-renewal is given by either party at least 60 days prior to the end of the then-current Subscription Term.

9.2 Term. Either party may terminate this Agreement (i) for the other party’s material breach, if the breaching party does not cure such breach within 30 days after receipt of written notice specifying in detail the nature of the breach, effective upon the expiration of such 30 day period, or (ii) upon notice if the other party is judged bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party or any petition by or on behalf of such party is filed under any bankruptcy or similar laws.

9.3 Effect of Termination. Effect of Termination. Upon termination or expiration of this Agreement, Customer will immediately cease use of the Service and this Agreement shall terminate and be of no further force or effect, provided that he following provisions shall survive any expiration or termination of this Agreement: (i) the obligation of Customer to pay fees incurred prior to termination; (ii) Section 3 (Sendoso Intellectual Property Rights & Restrictions), (iii) Section 5 (Confidentiality); Section 6.2 (Disclaimer of Warranties); Section 7 (Indemnification); Section 8 (Limitation of Liability); and Section 10 (Miscellaneous).

10. Miscellaneous.

10.1 Amendments. These terms may be amended by Sendoso from time to time in its sole discretion. In the event of such an amendment, Sendoso will notify Customer of such update via email and provide Customer 30 days to object to such amendment. If Customer does not object within such period, the amended terms will be effective with respect to Customer upon the end thereof. If Customer does object, the terms in effect immediately prior to such amendment will remain in effect until the end of the then-current Subscription Term, and the amended terms will go into effect upon the beginning of the next Subscription Term, if the agreement is renewed pursuant to the terms of the Order Form.

10.2 Governing law. This Agreement is governed by the laws of the State of California, without regards to its conflict of laws principles, and any dispute arising from this Agreement shall be brought exclusively before the state and federal courts in San Francisco, California, and each party irrevocably submits to the jurisdiction of such courts. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

10.3 Class Action Waiver. Both parties agree that all claims brought against the other must be brought in such party’s individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding, except to the extent such restriction is prohibited by applicable law.

10.4 Assignment. Neither party may transfer or assign its rights or obligations under this Agreement to any third party without the prior written approval of the other party, except for an assignment to an affiliated company or to a successor in connection with a merger, acquisition, reorganization or sale of substantially all of its assets or voting securities. Any purported assignment contrary to this section shall be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.

10.5 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when sent by email.

10.6 Relationship of Parties. The parties are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the other party. Neither party shall hold itself out as an agent of the other party. This Agreement will not be construed to create or imply any partnership, agency, joint venture or formal business entity of any kind.

10.7 Severability. If any provision of this Agreement is held invalid or unenforceable, it shall be replaced with the valid provision that most closely reflects the intent of the Parties and the remaining provisions of the Agreement will remain in full force and effect.

10.8 Force Majeure. Except for payment obligations under this Agreement, neither party hereto shall be liable for any loss, damage, or penalty resulting from such party’s failure to perform its obligations hereunder when such failure is due to events beyond its reasonable control, such as, without limitation, flood, earthquake, fire, acts of God, military insurrection, civil riot, or labor strikes.

10.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

10.10 Publicity. Either party may issue publicity or general marketing communications concerning its involvement with the other party, subject to such other party’s prior written/verbal approval, which shall not be unreasonably withheld or denied; provided, that Customer hereby approves the display by Sendoso of Customer’s name and logo on its website and in marketing materials, subject to Customer’s right to revoke such approval upon written notice to Sendoso.

Custom Sender Training Package:

• Sendoso Education Services will work with the Customer Team listed in the approval correspondence.
• NO SERVICES WILL BE PERFORMED until the Customer approves the training package.
• Education services will begin on the date of Customer approval.

A. Introduction:

The Custom Sender Training Package is an education services offering designed to increase adoption for Sales, Marketing, Customer Success, HR, and other Sendoso sender groups who are focused on one-to-one sending either through Sendoso or one of our integrations. The program’s main objective is to educate and enable senders to start building connections by sending through Sendoso.
This training package is ideal for customers that are onboarding with Sendoso, or existing customers bringing new teams onto the platform. This package does not include platform admin training

B. Duration:

Education services begin on the date of Customer approval, and will continue for a maximum of six (6) weeks unless otherwise terminated or extended in writing, subject to Final Acceptance. Sendoso and the Customer agree that the start of the training will be within fourteen (14) days from the date of Customer approval. Each session will last a maximum of one hour plus time for Q&A.

C. Custom Sender Training Package:

The Package includes one session per Customer of each of the following sessions:

‍Completion of the steps above is reliant upon the Customer scheduling the training sessions and providing the required preparation materials/information to the Sendoso Education Services team.

SENDOSO MAKES NO WARRANTIES OR ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING FITNESS FOR PARTICULAR PURPOSE WHETHER ALLEGED TO ARISE BY LAW, BY USAGE IN THE TRADE, BY COURSE OF DEALING OR COURSE OF PERFORMANCE. SENDOSO DOES NOT WARRANT THE SERVICES WILL ACHIEVE ANY PARTICULAR BUSINESS RESULTS.

OUT OF SCOPE: The following items are out of scope for Sendoso Education Services:

1. Additional custom education services from Sendoso beyond what is included above; and
2. Editing/updating/maintaining training materials provided from the specified training package.

D. Fees And Payment Terms:

• Fees. The pricing below represents the fixed fees for the Custom Sender Training Package, exclusive of taxes (if any).
  

• Payment Terms. Customer will pay to Sendoso all Fees in full, either:
  • Net 30 of receipt of invoice. For avoidance of doubt, all invoices are due in advance and not contingent upon any acceptance criteria; OR
  • Immediately by permitting funds to be drawn from an established funding source on the Sendoso platform.

E. Program Roles:

To support Sendoso’s collaborative training program, the Customer will identify the following Personnel:

• Customer Personnel:
  • Program Lead – Customer’s Sendoso platform lead and point of contact for communications with the Sendoso team, coordination and facilitation of calls/training sessions, and for assisting with prep calls.
  • Senders – Customer’s active Sendoso senders who will receive training on the platform. Senders will be invited to 101 and 201 sessions, and their participation is highly encouraged.

• Sendoso Personnel:
  • Sendoso will provide the following personnel
    • Dedicated Customer Trainer – Designated point of contact throughout the program, responsible for delivering Sendoso’s portion of the Program Scope activities.

F. Assumptions:

The Customer understands Sendoso’s performance is dependent upon the Customer’s timely and complete performance of its Customer roles and responsibilities described above. In addition, Sendoso’s performance is based on the following assumptions:

1. Sendoso and the Customer will use reasonable efforts to attend all scheduled meetings and training sessions.
2. This Education Services Package and all associated activities will be completed remotely/virtually.
3. The Customer will provide Sendoso with prompt and adequate responses to applicable information requests related to the Project Scope.

Unanswered requests may result in project delays that could result in Sendoso issuing a Final Project Notice to the Customer, due to its inability to provide the Program activities without the Customer’s active participation. If the Customer does not respond to the Final Notice, this Education Services Package will be deemed delivered as of the date outlined in the Final Notice and all Fees associated with the package will be owed and due without refund. If after a Final Notice has been issued that Customer requests Education Services, as a separate approval and applicable Fees will be required at that time.

Fulfillment Center Terms and Conditions:

Prohibited Items Policy:

We take compliance extremely seriously. Prohibited Items are substances or articles that pose an extremely high risk to safety or property or the environment resulting in us not being able to store or ship those products.

Under no circumstances will Customer send or Sendoso receive any of the below items:

• Firearms, ammunition, flammable liquids or explosives
• Intoxicating liquors or products containing alcohol (except for our designated beverage fulfillment centers)
• Knives and sharp instruments
• Motor vehicle master keys and locksmithing devices
• Building construction material
• Cigarettes and smokeless tobacco
• Cannabis, narcotics, drugs or controlled substances of any kind
• Chemicals or hazardous material
• Plants, flowers, animals and other living things

Restricted Items Policy:

Restricted Items are defined as those items of inventory which cannot be sent through the system without express prior written approval by Sendoso’s contact for warehousing/sends.

Previous receipt of Restricted Items does not constitute a waiver of Sendoso’s right to refuse future Restricted Items. Sendoso does not assume liability for any Restricted Items.

• Furniture and personal items
• Household appliances
• Perishable items
• Items of a value greater than $600
• Activation required items
• On Boarding IT equipment (laptops, monitors, keyboards…)
• Items greater than 20 pounds in weight
• Items greater than 24 inches in width and/or height

Mistakenly Received Prohibited or Restricted Items:

Should Sendoso become aware of any violation of the Restricted Items Policy or Prohibited Items Policy, Sendoso will immediately suspend any related shipment and send notification of such suspension to Customer. Any Mistakenly Received Prohibited or Restricted Items shall be forfeit without any additional liability or repayment required by Sendoso.

Customer Indemnity:

Customer agrees to indemnify and hold harmless Sendoso against all third-party claims asserting damages resulting from a Restricted Item or Prohibited Item warehoused or sent through Sendoso’s platform, with or without Sendoso’s prior written authorization.

High Value Policy (Items of value greater than $600):

With prior written notice by Customer and approval by Sendoso, Sendoso will host items of a value greater than $600 (“High Value Items”) on a case-by-case basis pursuant to the below special terms:

• Sendoso will house High Value Items for a maximum of six (6) months (“High Value Retention Period”).
• Upon expiration of the High Value Retention Period, Sendoso will provide written notice to Customer.
• Failure from Customer to respond to this notification within 14 days will result in Sendoso’s assumption of ownership of such High Value Items.

Perishable Items Policy:

Perishable Item(s) are defined as those items which, by their nature, are 1) lessened in value and become worse by being kept and 2) which need to be delivered within a certain time frame dependent on the item (the “Perishable Item Timeline”). Sendoso shall receive Perishable Items on a case-by-case basis with prior written notice by Customer and approval by Sendoso. For each Perishable Item accepted by Sendoso, Customer will provide the applicable Perishable Item Timeline prior to Sendoso’s receipt. Sendoso disclaims all liability for any Perishable Items not sent within the Perishable Item Timeline.

Inactive Inventory Policy:

• Inactive Inventory is defined as those SKUs that Sendoso received 12 or more months prior and which Sendoso has shipped no quantity of within the prior 12 months.
• Inactive Inventory will be identified by Sendoso and communicated to Customer every quarter.
• Upon receipt of a notification of Inactive Inventory, Customer shall communicate within fourteen (14) days an Inventory Disposition Plan.
• Any Inventory Disposition Plan must result in the total removal of remaining Inactive Inventory from Sendoso’s fulfillment center within thirty (30) days of Customer’s initial receipt of notice. Any Inactive Inventory remaining following the completion of the Inventory Disposition Plan shall be forfeit.
• Customer assumes the cost of completing the Inventory Disposition Plan, including but not limited to:
  • Shipping
  • Pick/Pack
  • Order processing charges
  • Cost of destruction or donation
• Failure to provide an adequate Inactive Inventory Plan within fourteen (14) days shall result in the assumption of ownership of Inactive Inventory by Sendoso.

Returns Policy:

• Customers will have the option to accept returns for most sends.
• The cost of facilitating a return will be billed to Customer at $30 per return.
• Preset kits cannot be returned to inventory.
• No perishable items will be accepted for return.
• Returns that come from trade shows or events will not be accepted.
• Sendoso disclaims any liability for damages that may have occurred to any returned item.
• Sendoso will not accept any international returns and disclaims any lost value related to such returns.

Receipts Policy:

The following requirements apply to all inbound shipments:

• All inbound shipments must be delivered with a valid ship notice printout.
• All inbound shipments should include the applicable ship notice number on the shipping label.
• The ship notice printout needs to match the ship notice created in the Sendoso platform.
• The shipment must contain the same products and quantities as listed on the ship notice printout.
• No carton should contain more than one product.
• All products that may be damaged by the direct addition and subsequent removal of a barcode should be individually polybagged.

Failure to comply with the Receipts Policy will result in the following:

• First violation: communication to Customer from Sendoso reiterating the Receipts Policy
• Second and subsequent violations: the additional cost of facilitating such receipt will be billed to Customer at $500 per violation

Sendoso is not responsible for any delays of shipping resulting in a failure to adhere to the above Receipts Policy.

Sendoso AI Terms and Conditions:

These Sendoso AI Supplementary Terms (these “Terms”) supplement and/or amend your agreement with Sendoso, including the Terms of Service or other agreement, as applicable, for the Service (in each case, as applicable, the “Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Agreement.

By accessing or using the Al Functions, you agree to these Terms on behalf of the applicable entity or organization that you represent.

1. Al Functions. From time to time, Sendoso may introduce features and capabilities as part of the Service that utilize artificial intelligence, machine learning, or similar technologies (the “AI Functions”). These Al Functions may be developed by Sendoso and/or Sendoso’s third-party providers, and are a part of the Service. These Terms only apply to Al Functions provided within the Service and not to any artificial intelligence, machine learning, or similar technologies provided by Third Party Services. Sendoso and its licensors exclusively own all right, title, and interest in and to the Al Functions, including all associated intellectual property rights.
2. Al Content. You may provide User Content for use with Al Functions (“Input”) and receive output generated and returned by the Al Functions based on the Input (“Output”, and together with Input, “Al Content”). When you use AI Functions, as between the parties and to the extent permitted by applicable law, you own the AI Content. You are solely responsible for your AI Content, including compliance with applicable laws and the Agreement. Other users providing similar Input to Al Functions may receive the same or similar Output. Responses received by other users are not your AI Content.
3. License. You authorize Sendoso and its third-party providers to process your AI Content to provide you with the Al Functions. To the extent your Input contains Personal Information (as defined in the Data Processing Addendum), you instruct Sendoso and its third-party providers to process such Personal Information for the purpose of providing the Al Functions and Output. You agree that Sendoso may use subprocessors to provide the Al Functions to you.
4. Disclaimer. AI SERVICES ARE PROVIDED TO YOU ON AN “AS IS” BASIS. Sendoso DOES NOT MAKE ANY WARRANTY REGARDING THE RESULTS OBTAINABLE FROM USING AI FUNCTIONS OR THE ACCURACY OR SUITABILITY FOR YOUR NEEDS OF ANY INFORMATION (INCLUDING, BUT NOT LIMITED TO, MATERIALS, DESIGNS, WORKFLOWS/PROCESSES, CODE, OR OTHER DATA) OBTAINED THROUGH AI FUNCTIONS. YOU UNDERSTAND AND AGREE THAT ANY SUCH INFORMATION OBTAINED THROUGH USING AI FUNCTIONS IS AT YOUR SOLE RISK. DO NOT RELY ON FACTUAL ASSERTIONS IN OUTPUT WITHOUT INDEPENDENT FACT-CHECKING. DO NOT RELY ON DESIGNS, WORKFLOWS/PROCESSES, OR CODE IN OUTPUT WITHOUT INDEPENDENT REVIEW OF FUNCTIONALITY AND SUITABILITY FOR YOUR NEEDS. NO SUCH INFORMATION, SUGGESTIONS, OR OUTPUT, OBTAINED BY YOU FROM Sendoso OR THROUGH AI FUNCTIONS SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
5. Improvement of Services. Sendoso may process, store, and otherwise use Al Content to further develop, enhance, and improve the Service and the Al Functions, and you expressly consent to Sendoso’s usage therefor. We do not permit our third-party subprocessors of the Al Functions to use your User Content to train their Al models.
6. Usage Restrictions. You may not use AI Functions or Output (a) to develop foundation models or other large-scale models that compete with Sendoso or the AI Functions, (b) to mislead any person that Output from the Service was solely human-generated, (c) in a manner that violates any technical documentation, usage guidelines, or parameters, (d) to make automated decisions that may have a detrimental impact on individual rights without appropriate human supervision, or (e) in a manner that infringes, violates, or misappropriates any of our rights or the rights of any third party.
7. Early Access Release. You acknowledge and agree that the Al Functions are an Early Access Release. You are not required to use, test, or trial any of the Al Functions, and you do so at your own discretion and risk. These Terms and your rights and access to the Al Functions are limited and may be terminated by Sendoso at any time for any reason or no reason.
8. General. All other terms and conditions of the Agreement not expressly modified by these Terms shall remain in full force and effect. The Agreement, together with these Terms, set forth the final, complete, and exclusive agreement between the parties relating to the subject matter hereof, and supersedes any other agreements or communications relating thereto.
9. Modifications. We may, in our sole discretion, modify, or update these Terms from time to time (including any documentation referenced in the Agreement), so you should review such terms periodically. Your continued use of the Al Functions after any such change constitutes your acceptance of any modifications to these Terms.

SENDER, INC.

Marketplace Guarantee Terms and Conditions

1. Marketplace Guarantee:

Sendoso will match or beat any price offered by a Merchant Partner on any comparable Sending Platform for any inventory available on Sendoso’s platform (“Marketplace Guarantee”). This guarantee excludes lower priced inventory due to marketing promotions including, but not limited to promotional sales and special offers. If an item listed on Sendoso’s platform is offered at a higher price, not including shipping and pick/pack fees, Sendoso will provide to Customer a credit to Customer’s Account Balance equaling the difference between Sendoso’s offered price for that specific item and the listed retail amount charged by the Merchant Partner ("Marketplace Credit"). The listed retail amount must be for the same or similar volume of inventory purchased through Sendoso and generally made available by Merchant Partner.

In the event that the Customer notifies Sendoso in writing within ten (10) business days after the purchase of such Inventory being made that the Marketplace Guarantee is not met and Sendoso has confirmed the same, as Customer’s sole remedy, Sendoso will provide the Marketplace Credit. Customer must provide Sendoso with a copy of the third party evidence showing the inventory type and related pricing within ten (10) business days of notification.

2. Conflict or Inconsistency:

In the event of any conflict or inconsistency between these Guarantee Terms and Conditions and the SaaS Terms and Conditions or Order Form(s), the documents shall prevail in the following order: a) the Order Form(s), (b) the SaaS Terms and Conditions, (c) the Guarantee Terms and Conditions.

3. Modifications:

The Guarantee Terms and Conditions are subject to change from time to time, and Sendoso reserves the right to make these changes at any time, without notice.

4. Governing Law:

The governing law and jurisdiction provisions of the SaaS Terms and Conditions shall apply to these Guarantee Terms and Conditions.

5. Contact:

Any questions regarding the Guarantee Terms and Conditions can be sent to Sendoso in writing.

SENDER, INC.

Return on Investment Guarantee Terms and Conditions

1. ROI Guarantee

Sendoso will guarantee five times return on investment (total SaaS platform fees) on Customer Pipeline Value generated within the first twelve months with Sendoso (the “ROI Guarantee”), as calculated from the Start Date of the Order Form (“ROI”). This ROI Guarantee is contingent on the Customer utilizing a Salesforce integration and tying campaigns to the touches they create in Sendoso. Customer must also create unique touches for each campaign.

The ROI is calculated based on dividing the Pipeline Value by the total amount of Send Fees paid by Customer through the Sendoso platform. Pipeline Value equals the aggregate open opportunities for net new customers, as defined by Salesforce, created in Customer’s qualified sales pipeline and linked to the recipient, and

The ROI is detailed below:

(A-B) / B = ROI

Where:

A = Pipeline Value, and

B = The aggregate Send Fees within the first nine months of the period

The ROI Guarantee is subject to the ROI Guarantee Requirements. Where the Customer fails to meet the ROI Guarantee Requirements, the ROI Guarantee will not apply. 

In the event that the ROI Guarantee is not met, as Customer’s sole remedy, Sendoso will provide a one-time credit to Customer’s Account Balance equaling 10% of SaaS License Fees paid during the applicable Term, not to exceed $10,000.00 USD within thirty (30) days of notice by Customer (the “ROI Guarantee Credit”).

In order to be eligible for ROI Guarantee credits, Customer must notify Sendoso in writing within ten (10) business days after the conclusion of the applicable period in which Customer believes the ROI Guarantee has not been met.  Upon receiving such notice, Sendoso will confirm whether Customer is eligible for ROI Guarantee Credits. Sendoso reserves the right to audit all information related to the ROI calculation to ensure the validity and accuracy of the information.  Decisions made on the validity and accuracy of the information and the earning of credit are at the sole discretion of Sendoso and decisions made by Sendoso are final. Credits can only be earned in the first twelve (12) months of a new Customer contract with Sendoso.

ROI Guarantee Requirements. The ROI Guarantee is subject to the following requirements:

1. Customer must sign a contract that is at least twelve (12) months in length that expressly includes an ROI Guarantee in the Order Form. 
2. Customer must be live on the Sendoso Platform within thirty (30) days of the Order Form’s subscription start date. 
3. Customer must integrate their Salesforce (inclusive of the Chrome browser widget) instance using the steps linked here.
4. In the first nine (9) months, starting from the subscription start date, Customer must have:
   1. sent at least 2,000 executed Sends via the Sendoso Platform
   2. at least 100 redeemed or delivered Sends 
   3. Total executed send value of at least 3x SaaS License Fees during this period; and 
   4. an average ACV of at least $15,000.

2. Conflict or Inconsistency

In the event of any conflict or inconsistency between these Guarantee Terms and Conditions and the SaaS Terms and Conditions or Order Form(s), the documents shall prevail in the following order: a) the Order Form(s), (b) the SaaS Terms and Conditions, (c) the Guarantee Terms and Conditions.

3. Modifications

The Guarantee Terms and Conditions are subject to change from time to time, and Sendoso reserves the right to make these changes at any time, without notice.

4. Governing Law

The governing law and jurisdiction provisions of the SaaS Terms and Conditions shall apply to these Guarantee Terms and Conditions.

5. Contact

Any questions regarding the Guarantee Terms and Conditions can be sent to Sendoso in writing.

‍

SENDER, INC.

Fulfillment Service Level Agreement

1. Overview

This Fulfillment Service Level Agreement (“SLA”) details the service level commitments associated with the services (the “Service”) provided by Sender, Inc. (“Sendoso”) pursuant to the agreement by and between Customer and Sendoso (the “Agreement”).  Capitalized terms used but not defined in this SLA shall have the meanings given to them in the Agreement. This SLA applies only to orders originating from or arriving to the PHX (Phoenix) SFC.

2. Order Processing

Sendoso commits to use commercially reasonable efforts to process orders placed on the Sendoso platform at www.sendoso.com within the Processing Timeline after such order is placed (the “Service Commitment”), except for Exceptional Orders as set forth below.  If an order is placed after 12:00 pm Pacific Time, then for purposes of the SLA, the order will be deemed to have been placed on the next business day thereafter.  The SLA for processing orders begins when the order is successfully entered by a User into the Sendoso platform (or as otherwise stated below) and completes when  Sendoso ships the order (“Processing Timeline”).

An order will be deemed to have been processed at the time that the applicable items have been delivered for shipping to the designated carrier.

The Service Commitment will not apply to the extent that a delay is caused by any of the following (“Excused Delays”): (a) acts or omissions of Customer, (b) communication disruptions in network or internet connectivity originating from Customer; (c) acts or omissions of third party carriers; (d) scheduled system down periods or maintenance updates; (e) acts of God, acts of civil or military authorities, riots or civil disobedience, wars, strikes or labor disputes (“Force Majeure Events”); or (f) any other cause outside the reasonable control of Sendoso.

Additionally, certain orders may require longer processing times, either due to the nature of the item orders, the level of additional services required in connection with the item, or the volume or quantity of the order (”Exceptional Orders”).  In such cases, Sendoso will make reasonable efforts to provide notification to the customer of the applicable order processing timeline, and the Service Commitment will not apply to such order. Notwithstanding the above, Sendoso commits to the following Processing Timelines, according to the below use cases:

• 3 business days (“Standard Processing Timeline”)

Exceptional Orders:

• Bulk orders and event orders with greater than 15 items‍
• ‍Special Services or Customization, including Handwritten notes
• In instances where additional customer follow-up is sought, including address confirmation and validation‍
• ‍An order that does not meet our international shipping requirements available at https://sendoso.zendesk.com/hc/en-us/categories/360005550151-Warehouse-Capabilities‍
• An order that is an Amazon order 
• An order that cannot be filled due to insufficient inventory
• Any changes to orders after the order is placed in the system
• An order that is suspended due to issues with, but not limited to, inventory missing, inaccurate notecard details, inaccurate packing instructions, failed integrations
• Instances of unexcused Processing Timeline failures of physical sends will be resolved through mutually beneficial solutions (which may include overnight shipping) as determined by the parties and based on the communicated delivery date.

3. Receiving Processing

Sendoso is responsible for making received inventory available for sending on the platform (“Receiving Timeline”) within 3 Business Days of receipt of actual physical inventory (“Receiving Timeline”). Business Days are calculated according to the receiving Sendoso Fulfillment Center. Business Days for PHX (Phoenix) Fulfillment Center are Monday - Friday, 6:00 am - 2:30 pm PST. The Receiving Timeline shall not apply when inventory is received 1) without a Ship Notice, 2) with a Ship Notice containing inaccurate information or 3) not in accordance with Sendoso’s receiving guidelines available at https://sendoso.zendesk.com/hc/en-us/articles/115008222727-How-to-create-a-Ship-Notice-and-ship-items-to-Sendoso-s-warehouse (“Inaccurate SN Delay”). Receiving Timelines shall not apply when delay is due to Excused Delays beyond Sendoso’s control. The Receiving Timeline and SLA applies only to inventory sourced through Sendoso.   

4. Service Level Credit

Sendoso will complete no fewer than 95% of all orders within the Processing Timeline and Receiving Timeline. (“SLA Target”). At the end of each quarter of a year, (as determined by a financial calendar beginning January 1), and provided Customer gives written notice within ten days of the end of the applicable quarter, Customer may request that Sendoso review its attainment of the SLA Target. 

Should Sendoso fail to achieve the SLA Target for the Processing Timeline over the course of a given quarter, Sendoso will credit the Customer’s Account Balance in the amount of the shipping cost for all qualified orders that fell outside of the Standard Processing Timeline Commitment owed under the affected Order Form, up to 95% (“Outbound SLA Credit.”)

Should Sendoso fail to achieve the SLA Target for the Receiving Timeline over the course of a given quarter, Sendoso will credit the Customer’s Account Balance in the amount of $250.00 USD per Ship Notice up to 95% (“Inbound SLA Credit.”)

In no event shall the aggregate of Outbound and Inbound Credits exceed more than $10,000.00 USD within one calendar year. 

5. Customer Support

Sendoso will be available for customer support between 2:00am and 8:00pm Eastern Time on weekdays.  Sendoso will respond as promptly as reasonably possible to all support calls placed by Customer, and following initial contact using the primary number, Sendoso will respond within a time frame which is determined based on severity.  The contact for customer support is as follows:

Support Portal: http://sendoso.zendesk.com/

Support chat available within the Sendoso platform.