Master Services Agreement

Last updated: April 29, 2026

1. Introduction & Acceptance

This Master Services Agreement (“MSA”) governs Customer’s access to and use of the Services provided by PostGrid Inc. (“PostGrid”). This MSA becomes binding when the Parties execute an Order Form that references this MSA. If the individual signing an Order Form does so on behalf of an entity, that individual represents and warrants that they have full legal authority to bind such entity to the terms of this MSA and any related Order Form.

Customer may not access or use the Services except as permitted under an executed Order Form and this MSA.

2. Structure & Order of Precedence

In the event of any conflict or inconsistency between documents, the following order of precedence will apply:

1. Any executed supplemental agreement between the Parties relating to the Services (including an NDA)
2. The applicable Order Form
3. The applicable Product Terms
4. This MSA
5. The applicable Policies (including the AUP, SLA, DPA, and other supplemental terms)

For clarity, the terms of any executed supplemental agreement supersede this MSA and the Policies solely to the extent of any direct conflict with respect to confidentiality, data protection, regulated health information, or permitted data uses. In all other respects, the terms of this MSA and any such supplemental agreement shall be read together and construed harmoniously to the extent possible.

3. Services

3.1 Provision of Services

PostGrid will provide the Services described in the applicable Order Form and will use commercially reasonable efforts to provide them in accordance with the SLA.

3.2 Subscription Term

Unless otherwise stated in the applicable Order Form, the Subscription Term for each Service begins on the effective date specified in the Order Form and continues for the initial term stated therein. Renewal terms follow the Order Form.

3.3 License to Use Services

During the Subscription Term and subject to Customer’s compliance with this MSA and the Policies, PostGrid grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services solely for Customer’s internal business purposes, in accordance with this MSA, the applicable Order Form, the Policies, and all applicable laws.

3.4 Service Updates

PostGrid may modify or update the Services from time to time. PostGrid will not materially decrease the core functionality of the Services during a Subscription Term, without providing Customer with at least thirty (30) days’ prior written notice. Notwithstanding the foregoing, PostGrid may make immediate changes to the Services if required by law, regulation, court order, or to address security vulnerabilities.

3.5 Product-Specific Terms

Certain Services are subject to additional product-specific terms (“Product Terms”). The Product Terms applicable to each Service are available on PostGrid’s Legal Page and may include, without limitation:

• Print & Mail Product Terms
• Address Verification Product Terms

In the event of a conflict between this MSA and the applicable Product Terms for a specific Service, the applicable Product Terms will control solely with respect to that Service.

4. Customer Obligations

Customer shall:

• comply with this MSA, the Policies, and all applicable laws;
• maintain the security of its accounts and API keys;
• ensure its users’ compliance with this MSA;
• not use the Services to avoid Fees or exceed usage limits; and
• not circumvent or interfere with the proper operation of the Services.

Customer is responsible for all actions taken under its accounts and by its authorized or unauthorized users.

5. Restrictions

Customer shall not (and shall not permit any third party to):

• copy, modify, reverse engineer, or create derivative works of the Services;
• use the Services to build a competing product or service;
• sublicense, resell, lease, or provide the Services to third parties (except as expressly allowed under an Order Form);
• remove proprietary notices;
• interfere with or attempt to circumvent security or usage limits; or
• use the Services in violation of the AUP.

6. Customer Data

6.1 Ownership

Customer retains all rights, title, and interest in Customer Data.

6.2 License to PostGrid

Customer grants PostGrid a worldwide, non-exclusive, royalty-free, limited license to use, process, store, transmit, and display Customer Data solely:

• to provide and support the Services;
• to improve and enhance the Services; and
• to generate Aggregated Anonymous Data (de-identified and non-identifiable in accordance with industry standards).

PostGrid may use Aggregated Anonymous Data for any lawful purpose, including analytics, benchmarking, product development, marketing, and other business purposes. PostGrid owns all right, title, and interest in and to such Aggregated Anonymous Data.

6.3 Customer Responsibilities

Customer is solely responsible for:

• the accuracy, quality, legality, and reliability of Customer Data;
• obtaining and maintaining all necessary consents, permissions, and rights to provide Customer Data to PostGrid and to permit PostGrid’s use of Customer Data as contemplated by this MSA; and
• ensuring Customer Data does not violate or infringe any third-party intellectual property rights, privacy rights, or other rights, or violate any applicable laws or regulations.

Customer represents and warrants that it has all necessary rights to provide Customer Data to PostGrid for processing as contemplated under this MSA.

7. Security

PostGrid will maintain administrative, technical, and physical safeguards designed to protect Customer Data as described in the DPA. PostGrid is not responsible for unauthorized access resulting from Customer’s acts or omissions.

8. Third-Party Services

The Services may interface with third-party software, platforms, or carriers. Customer’s use of third-party services is governed by those providers’ terms. PostGrid makes no representations or warranties regarding third-party services and is not responsible or liable for any third-party content, functionality, availability, performance, or any acts or omissions of third-party providers.

9. Fees & Payment

9.1 Fees

Customer will pay all Fees specified in the applicable Order Form. 

9.2 Invoicing

Unless otherwise specified in the Order Form, invoices are due within fifteen (15) days of the invoice date. Past-due undisputed amounts will accrue interest at 1% per month or the maximum rate permitted by law. whichever is less, from the due date until paid in full. Customer shall reimburse PostGrid for all reasonable costs of collection, including attorneys’ fees.

9.3 Payment Disputes

Customer must notify PostGrid of any disputed Fees within fifteen (15) days of the invoice date, or the invoice is deemed accepted.

9.4 Taxes

All Fees are exclusive of any applicable federal, state, provincial, local, or foreign taxes, duties, levies, or similar governmental assessments (“Taxes”). Customer is responsible for paying all Taxes imposed on or arising from the transactions under this Agreement, other than Taxes based on PostGrid’s net income. If PostGrid is required to collect or remit Taxes, PostGrid will invoice Customer for such Taxes unless Customer provides timely documentation of a valid exemption.

9.5 Usage

If Customer exceeds the usage limits set out in an Order Form, PostGrid may invoice Customer for such overages at the rates specified in the Order Form or PostGrid’s standard rates.

9.6 Recurring Payment Authorization

By providing credit card or ACH details, Customer authorizes PostGrid and its payment processors to charge recurring payments for all amounts due under this Order Form until the End Date or until all outstanding amounts are paid in full. Recurring payments may be processed via credit card (up to USD $5,000 per individual transaction) or ACH (no cap). This authorization extends to any replacement card or account.

9.7 Billing Adjustments & Service Credits

(a) General Policy. Except as expressly provided in this MSA or the applicable Order Form, all Fees are non-refundable. Notwithstanding the foregoing, PostGrid may issue billing adjustments or service credits in accordance with this Section to address verified errors that are solely and directly attributable to PostGrid.

(b) Eligible Credit Events. Customer may request a billing adjustment or service credit only where an issue (i) resulted solely from a demonstrable system, configuration, or production error caused by PostGrid; and (ii) was not caused in whole or in part by Customer’s acts, omissions, misuse, failure to follow Documentation, failure to use required workflows or applications, or inaccurate Customer Data.

Subject to the foregoing, eligible events may include:

1. Duplicate Charges. Verifiable duplicate billing for the same Services or mailpiece processing caused solely by PostGrid’s internal system error. For clarity, duplicate submissions, parallel API calls, failure to use designated production workflows, or other Customer-controlled actions that result in duplicate processing are not eligible.
2. Processing Errors. Mailpieces that fail to print, insert, or dispatch due solely to a confirmed production failure within PostGrid’s controlled systems.
3. Confirmed Misconfiguration by PostGrid. Errors in rate calculation, postage classification, or production settings directly and exclusively attributable to PostGrid.
4. SLA Credits. Availability failures governed exclusively by the Service Level Agreement.

(c) Non-Eligible Events. Credits will not be issued for issues arising from:

• Customer Data errors, formatting defects, or incorrect input;
• failure by Customer to use the correct application, workflow, or integration method;
• duplicate submissions, repeated API calls, or internal Customer operational processes;
• address inaccuracies or undeliverable mail;
• postal carrier delays, delivery failures, or returned mail;
• Customer-requested cancellations after production has commenced;
• usage exceeding limits or plan parameters;
• third-party systems outside PostGrid’s direct control; or
• minor cosmetic variances that do not materially impair functionality.

(d) Credit Form. Approved adjustments will be issued as either (i) A correction to the applicable invoice; or (ii) A credit applied to a future invoice. Credits are not refundable in cash unless required by applicable law.

(e) Credit Cap. Total credits issued for any single incident shall not exceed the Fees paid for the affected Services during the applicable billing period.

(f) Claim Process. Customer must submit any credit request in writing within thirty (30) days of the applicable invoice date or production date and provide reasonable supporting detail. PostGrid will determine eligibility based on its internal production logs and system records, which shall control in the event of discrepancy.

(g) Discretionary Goodwill Credits. Nothing in this Section obligates PostGrid to issue credits where the issue was caused in whole or in part by Customer. Any credit issued in such circumstances is provided solely as a discretionary accommodation and does not establish precedent or modify this MSA.

(h) Sole Remedy. The remedies described in this Section and in the SLA constitute Customer’s sole and exclusive monetary remedy for billing disputes, processing errors, or Service performance issues.

9.8 Chargebacks & Payment Disputes

If Customer initiates a chargeback, payment reversal, or dispute with its bank, credit card issuer, or payment provider relating to any Fees that were validly invoiced or charged under this MSA, and PostGrid reasonably determines that such dispute is improper, unauthorized, or made in bad faith, Customer shall remain responsible for the full amount of the disputed Fees, together with any chargeback fees, penalties, processing costs, or administrative expenses incurred by PostGrid as a result of such dispute.

Customer agrees that it will first contact PostGrid in good faith to resolve any billing concerns before initiating any chargeback or payment dispute.

PostGrid reserves the right to immediately suspend or restrict access to the Services if:

1. Customer initiates a chargeback or payment reversal for undisputed or valid Fees;
2. Customer fails to cooperate in resolving a payment dispute; or
3. Customer engages in repeated, excessive, or abusive chargeback activity.

For clarity, “excessive” chargeback activity includes more than one (1) chargeback within any rolling twelve (12) month period, or any pattern of disputes that PostGrid reasonably determines to be abusive or intended to avoid payment obligations.

Suspension under this Section will not relieve Customer of its obligation to pay all outstanding Fees, including any remaining Subscription Fees due for the applicable Subscription Term.

10. Confidentiality

10.1 Obligations

Each Party must protect the other Party’s Confidential Information using at least reasonable care, may use it only to perform or receive the Services, and may disclose it only to personnel or contractors who need to know it and are bound by confidentiality obligations no less protective than these.

10.2 Exclusions

Confidential Information does not include information that: (a) is or becomes public through no breach of this MSA; (b) was already lawfully known to the receiving Party; (c) is received from a third party without breach of confidentiality; or (d) is independently developed without use of the disclosing Party’s Confidential Information.

10.3 Required Disclosure

A Party may disclose Confidential Information if required by law or legal process, but must provide prompt notice (where legally permitted) to allow the other Party to seek protective measures.

10.4 Survival

These confidentiality obligations survive termination of this MSA without limitation.

10.5 Supplemental Agreement Precedence

If the Parties have executed a supplemental agreement, the terms of that such supplemental agreement will control solely to the extent of any direct conflict with this Section or the DPA.

11. Intellectual Property

PostGrid retains all rights to the Services, Products, Documentation, and related intellectual property. No rights are granted except those expressly stated. Customer owns its trademarks and Customer Data.

12. Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THIS MSA, THE SERVICES ARE PROVIDED “AS IS.” POSTGRID DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

PostGrid does not warrant uninterrupted or error-free operation of the Services.

13. Indemnification

13.1 Customer Indemnity

Customer shall defend PostGrid, its affiliates, and each of their respective officers, directors, employees, contractors, suppliers, and representatives (collectively, the “PostGrid Indemnitees”) from and indemnify them for all liabilities, claims, damages, and expenses paid or payable (including reasonable attorneys’ fees) that have been finally awarded by a court of competent jurisdiction or agreed in an approved settlement (collectively, “Losses”), arising from:

1. Customer’s use of the Services in a manner not authorized under this MSA, the applicable Order Form, the AUP, or applicable law;
2. any claim that Customer Data infringes, misappropriates, or otherwise violates any third-party intellectual property, privacy, publicity, or other rights; or
3. Customer’s combinations of the Services with products, services, processes, or materials not provided by PostGrid, to the extent the claim would not have arisen but for such combination.

13.2 PostGrid Indemnity

PostGrid shall defend Customer, its affiliates, and each of their respective officers, directors, employees, contractors, and representatives from and indemnify them for Losses arising from a third-party claim that the Services, as provided by PostGrid and used in accordance with this MSA and the applicable Order Form, infringe or misappropriate a third party’s intellectual property rights in any jurisdiction where Customer is authorized to use the Services.

If such a claim arises, or if PostGrid reasonably determines that such a claim is likely, PostGrid may, at its option and expense:

1. procure for Customer the right to continue using the affected Services;
2. modify or replace the affected Services to make them non-infringing without materially reducing core functionality; or
3. if neither (a) nor (b) is commercially reasonable, terminate the affected Services and refund any prepaid, unused Subscription Fees attributable to the terminated portion of the applicable Subscription Term.

This Section 13.2 states PostGrid’s entire liability, and Customer’s sole and exclusive remedy, for third-party intellectual property infringement claims.

13.3 Exclusions

PostGrid’s indemnification obligations under Section 13.2 do not apply to claims arising from:

1. Services or components not created or provided by PostGrid;
2. combinations with products, services, processes, or materials not provided by PostGrid, if the claim would not have arisen but for such combination;
3. modifications made after delivery by PostGrid and not authorized by PostGrid;
4. Customer’s continued use of the allegedly infringing Services after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or
5. Customer’s use of the Services not strictly in accordance with this MSA or the applicable Order Form.

13.4 Procedures

Each indemnifying party’s obligations under this Section 13 are conditioned upon the indemnified party:

1. providing prompt written notice of the claim (provided that failure to give such notice shall relieve the indemnifying party of its obligations only to the extent it is materially prejudiced by such failure);
2. granting the indemnifying party sole control over the defense and settlement of the claim (provided that the indemnified party may participate at its own expense); and
3. providing reasonable information and assistance in connection with such defense and settlement (at the indemnifying party’s expense).

The indemnifying party shall not settle any claim in a manner that admits fault or imposes any liability or non-monetary obligation on the indemnified party without the indemnified party’s prior written consent (not to be unreasonably withheld).

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; AND EACH PARTY’S TOTAL LIABILITY IS LIMITED TO THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS IN THIS SECTION 14 APPLY TO ALL CLAIMS ARISING OUT OF OR RELATING TO THIS MSA, INCLUDING CLAIMS FOR INDEMNIFICATION.

15. Term & Termination

15.1 Term

This MSA begins on the Effective Date of the first executed Order Form and continues until all Order Forms have expired or been terminated.

15.2 Suspension of Services

PostGrid may suspend Customer’s access to all or part of the Services, without liability, upon written notice (which may be provided electronically) if:

1. Customer fails to pay undisputed amounts when due and such failure continues for ten (10) days after notice;
2. Customer materially breaches this MSA, the applicable Order Form, or the Policies;
3. Customer’s use of the Services violates the AUP or applicable law;
4. Customer’s use of the Services poses a security risk, legal risk, or material operational risk to PostGrid, its systems, or other customers; or
5. suspension is required to comply with law, regulation, court order, or governmental request.

PostGrid will use commercially reasonable efforts to limit suspension to the affected portion of the Services and to restore access promptly once the issue giving rise to the suspension is resolved. Suspension does not relieve Customer of its payment obligations under this MSA.

15.3 Termination for Cause

Either Party may terminate this Agreement or any Order Form with written notice if the other Party:

• fails to cure a material breach within 30 days after receiving written notice; or
• becomes insolvent, makes an assignment for the benefit of creditors, has a receiver appointed, or becomes subject to a bankruptcy or similar proceeding not dismissed within 60 days.

15.4 Consequences of Termination

Upon termination:

• Customer must stop all use of the Services;
• PostGrid will provide a download of Customer Data (upon request within 60 days);
• Usage fees and invoiced fees remain payable;
• The provisions relating to confidentiality, intellectual property, payment obligations, disclaimers, indemnification, limitation of liability, and any provisions that by their nature should survive will survive termination.

15.5 Early Termination

If Customer terminates any Order Form for convenience before the end of the applicable Subscription Term, Customer remains responsible for payment of all remaining Subscription Fees that would have become due through the end of the Subscription Term, unless the applicable Order Form expressly states otherwise.

If Subscription Fees are billed periodically, all remaining unpaid Subscription Fees that would have become due during the remainder of the Subscription Term shall become immediately due and payable. If Subscription Fees were prepaid for the applicable Subscription Term, such prepaid amounts are non-refundable and no refund or credit shall be issued for any unused portion of the Subscription Term.

15.6 Renewal

Unless an Order Form states otherwise, each Subscription Term will automatically renew for successive one-year periods unless either Party provides written notice of non-renewal at least 30 days prior to the end of the then-current term.

15.7 Fee Adjustments Upon Renewal

Upon each renewal, Subscription Fees may be adjusted to reflect product enhancements, inflation, or market conditions. Any such adjustment will appear on the renewal invoice. Customer may request to discuss renewal terms in advance of the renewal date.

16. Publicity

Unless otherwise specified in the applicable Order Form, PostGrid may use Customer’s name, logo, and marks to identify Customer as a PostGrid customer on PostGrid’s website and other marketing materials, including but not limited to presentations, case studies, and other promotional or investor communications. These rights will automatically terminate upon expiration or termination of Customer’s subscription to all Services.

17. Miscellaneous

17.1 Independent Contractors

The Parties are independent contractors. Nothing in this MSA creates a partnership, joint venture, or agency relationship.

17.2 Force Majeure

Neither Party is liable for delays or failures to perform caused by events beyond its reasonable control, including natural disasters, government actions, epidemics, labor disputes, civil unrest, war, terrorism, utility or Internet outages, or carrier or third-party service failures (“Force Majeure Event”). The affected Party’s obligations are suspended for the duration of the Force Majeure Event, provided it uses reasonable efforts to mitigate the impact and resume performance. Customer remains responsible for payment for Services rendered or made available prior to or during the Force Majeure Event. If a Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate the affected Order Form upon written notice.

17.3 Subcontractors

Customer acknowledges and agrees that PostGrid may engage subcontractors and subprocessors to assist in providing the Services, including for print production, mail handling, data processing, hosting, and related operational functions. PostGrid remains responsible for the acts and omissions of its subcontractors and subprocessors and will ensure they are bound by written obligations that are no less protective than those applicable to PostGrid under this MSA, including confidentiality, data-protection, and security requirements.

17.4 Notices

Notices must be provided in writing. Notices to PostGrid must be sent to legal@postgrid.com, and include “Attention: Legal Department” in the subject line. Notices to Customer must be sent to the notice contact specified in the applicable Order Form, or the primary email address associated with Customer’s account. Notices sent by email will be deemed received when delivered unless the sender receives a bounce-back or similar failure notice. 

PostGrid may also provide operational notices regarding the Services or other business-related notices through conspicuous posting of the notice on PostGrid’s website or the dashboard. Each party consents to receiving electronic notices. PostGrid is not responsible for any automatic filtering that Customer or its network provider may apply to emails.

17.5 Governing Law

This MSA is governed by the laws of the Province of Ontario, Canada, excluding its conflict-of-laws principles.

Each Party irrevocably submits and attorns to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada in respect of any dispute arising out of or relating to this MSA.

17.6 Severability

If any provision is held invalid, the remaining provisions will remain in effect and the invalid provision will be modified to the minimum extent necessary to be enforceable.

17.7 Waiver

Failure to enforce any provision of this MSA does not constitute a waiver of such provision.

17.8 Entire Agreement

This MSA, together with all Order Forms and referenced Policies, constitutes the entire agreement between the Parties concerning the Services and supersedes all prior or contemporaneous agreements, proposals, negotiations, representations, and understandings, whether written or oral, relating to the subject matter hereof. 

Definitions

Acceptable Use Policy (“AUP”) means PostGrid’s acceptable use policy, which sets out permitted and prohibited uses of the Services.

Aggregated Anonymous Data means data derived from Customer Data that has been de-identified and aggregated so that it cannot reasonably be associated with Customer or any individual.

Application Programming Interface (API) means the software interfaces, endpoints, and related technical specifications made available by PostGrid to enable programmatic access to the Services, including the Address Verification API  and Print & Mail API.

Business Associate Agreement (“BAA”) means a HIPAA-compliant addendum executed between the Parties, if applicable, governing the handling of Protected Health Information.

Confidential Information means any non-public or proprietary information disclosed by one Party to the other in connection with this MSA that is designated as confidential or would reasonably be understood to be confidential.

Cookie Policy means PostGrid’s cookie policy, which explains PostGrid’s use of cookies, tracking tools, and similar technologies.

Customer means the legal entity identified as the customer in the applicable signed Order Form referencing this MSA. The individual executing the Order Form represents and warrants that they have authority to bind such entity to this MSA.

Customer Data means all data, content, documents, mailing lists, address files, templates, metadata, and other materials submitted, transmitted, or made available by or on behalf of Customer through the Services. Customer Data does not include Aggregated Anonymous Data.

Data Processing Addendum (“DPA”) means PostGrid’s data processing addendum, which governs PostGrid’s processing of personal data where required by applicable law.

DMCA Policy means PostGrid’s copyright policy, which describes how copyright infringement notices and counter-notices may be submitted.

Documentation means PostGrid’s user guides, API documentation, technical specifications, onboarding materials, and other written or electronic documentation describing operation or use of the Services.

Effective Date means the earliest of: (a) the date of the last signature on an Order Form, (b) the effective date specified in an Order Form, or (c) the date PostGrid first receives payment from Customer.

Legal Page means PostGrid’s online legal terms portal, where the Policies and supplemental terms applicable to the Services are maintained.

Order Form means any ordering document, referencing this MSA and describing Customer’s subscribed Services, usage tiers, pricing, Subscription Term, and any other applicable commercial terms.

Party means PostGrid or Customer, as applicable. Parties means PostGrid and Customer collectively.

Platform means PostGrid’s proprietary software-as-a-service platform, including all APIs, interfaces, documentation, and related technology provided to Customer.

Policies means the AUP, Privacy Policy, Cookie Policy, SLA, DPA, DMCA Policy, and any additional terms referenced in an Order Form or published on the Legal Page, as each may be updated from time to time.

PostGrid means PostGrid Inc., a Canadian corporation, together with any affiliated entities supporting delivery of the Services.

Privacy Policy means PostGrid’s privacy policy, which describes PostGrid’s privacy practices and how personal information is handled.

Service Level Agreement (“SLA”) means PostGrid’s service level agreement, which sets out uptime commitments, performance metrics, and applicable service credits.

Services means PostGrid’s hosted software, APIs (including Address Verification APIs and Print & Mail APIs), dashboards, print-and-mail production and fulfillment services, address verification tools, mailing workflows, integrations, data processing capabilities, and any related features, functionality, or products made available by PostGrid to Customer, whether through an executed agreement, online subscription, or otherwise.

Subscription Term means the term identified in the applicable Order Form during which Customer is entitled to access and use the Services.

Third-Party Services means any products, platforms, data sources, postal or carrier services, or other third-party offerings that the Services integrate with, rely on, or interact with.