AGENCY AGREEMENT - WHITE LABELING OF THE MAILBOX POWER PLATFORM

These terms govern the use of our white-labeled direct mail solution, which allows subscribing agencies to earn revenue on each sub-account and product. By using our services, you agree to these terms and are hereinafter referred to as the "Agency".

IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT ACCEPT THEM, CREATE AN ACCOUNT, OR USE THE PLATFORM. IN THE EVENT OF A CONFLICT BETWEEN THESE TERMS OF SERVICE AND THE ADDITIONAL AGREEMENTS INCORPORATED HEREIN BY REFERENCE, THESE TERMS OF SERVICE SHALL PREVAIL.

Mailbox Power reserves the right to make changes to these Terms at any time. All changes are effective immediately when posted. Your continued use of the Platform following the posting of any revised Terms constitutes your acceptance and agreement to the updated Terms.

You should consult a lawyer for legal advice to ensure your use of the Platform complies with these Terms and applicable law.

GRANT OF RIGHTS

The Company hereby grants the Agency a non-exclusive right to resell access to a version of the Mailbox Power Platform (the “Platform”) that is customized for or by the Agency under the terms and conditions set forth in this Agreement.

TERMS OF USE

The Agency acknowledges and agrees with the Mailbox Power Terms of Use which are incorporated into and form a part of this Agreement.

PRIVACY

Mailbox Power has a firm commitment to safeguarding your privacy. Please review the Mailbox Power Privacy Policy. The terms of the Mailbox Power Privacy Policy are incorporated into and form a part of this Agreement.

RESALE MAP POLICY

The Agency acknowledges and agrees to comply with the Company's Minimum Advertised Price Policy (“MAP Policy”) as described below:

a) Minimum Advertised Price. You cannot advertise access to the Platform for an effective price that is less than the Standard Prices offered by Mailbox Power (the “MAP Policy”). Standard Price for one Sub-Account is $199 USD for monthly subscriptions or $1990 USD for an annual subscription. Mailbox Power reserves the right to change its Standard Prices at any time, for any reason. In the event of a change to Mailbox Power’s Standard Prices, you are responsible for ensuring your continued compliance with the MAP Policy. For the avoidance of doubt, Mailbox Power may run special pricing offers, promotions, or discounts from time-to-time (“Special Pricing”). Mailbox Power’s use of Special Pricing does not create an exception to the MAP Policy. Any changes to this MAP Policy will be communicated by a change to these Terms or by other forms of communication deemed appropriate by Mailbox Power in its sole discretion.

b) Advertised Price and Final Sale Price. The price at which you are advertising access to the Platform is determined after deduction of coupon discounts, rebates, value of product giveaways, gift card amounts, and other promotional offers, that have the effect of lowering an advertised price (“Advertised Price”). The MAP Policy only applies to the Advertised Price. The final price at which you resell access to the Platform (“Final Price”) is not subject to the MAP Policy.

c) Exceptions to MAP Policy.

i) Mailbox Power reserves the right to make exceptions to this MAP Policy at any time, for any reason, in its sole and absolute discretion. Such exceptions must be made in writing, and may be revoked at any time, for any reason, in its sole and absolute discretion.

ii) The MAP Policy does not apply to Advertised Prices displayed at brick-and-mortar selling locations where the Advertised Price is not distributed or visible to customers outside said location, or where Final Prices are first disclosed to customers in “shopping carts” for web-based sales (so long as such Final Prices cannot be retrieved by search engines or otherwise displayed to customers).

iii)This MAP Policy does not apply to advertising within any jurisdiction in which minimum advertised price policies are prohibited by law. It is a violation of this policy, however, to transmit an Advertised Price less than the MAP Policy from any such jurisdiction to customers in any jurisdiction in which the MAP Policy is permissible.

iv)For sales into the European Union and United Kingdom, this MAP Policy does not prohibit you from offering customers discounts or communicating to customers that the Final Price could differ from the Advertised Price.

d) Resale Restrictions. When reselling access to the Platform, you agree that you are fully liable to your customers for their access to and use of the Platform, and you are solely responsible for the resolution of all customer disputes and inquiries. Mailbox Power may offer, but is not obligated, to assist in resolving customer disputes or inquiries in its sole discretion. If Mailbox Power determines, in its sole discretion, that you are failing to provide your customers with adequate resolutions to their disputes and inquiries, or if we receive complaints that you are not responding to legitimate customer disputes or inquiries, we may exercise our ability to terminate your Agency Account.

e) You Are Not Mailbox Power. You are prohibited from representing yourself as a Mailbox Power employee or otherwise implying an association with Mailbox Power when reselling access to the Platform. You may not direct your customers to contact Mailbox Power for any reason, including but not limited to Platform support.

f) Suspension and Termination. We may suspend or terminate your ability to resell access to the Platform in our sole discretion, with or without notice, if you violate the MAP Policy or these Terms or for any other reason in our sole and absolute discretion.

SUBSCRIPTION AND CANCELLATION

a) Subscription Term. The Subscription Term is twelve (12) months from the date of account creation. During the Subscription Term and any renewal terms, the Agency may choose to cancel its subscription early. However, the Company will not provide any refunds for any unused portion of the Subscription Term.

b) No refunds. The Company does not offer refunds if the Agency decides to stop using the Mailbox Power subscription during its Subscription Term.

c) Automatic Renewal. The Agency's Subscription Term will automatically renew for the initial subscription period of twelve (12) months, unless the Agency provides notice of non-renewal at least (30) days prior to renewal.

d) Renewal Fees. Upon renewal, the Company reserves the right to increase the fees to reflect changes in its list prices. Should this increase apply to the Agency, the Company will notify the Agency at least thirty (30) days in advance of the Agency's renewal.

INTELLECTUAL PROPERTY

The Company retains all rights, title, and interest in and to the Platform, including any software, modifications, and improvements made thereto. The Agency does not acquire any rights, express or implied, in the Platform, other than those specified in this Agreement.

COMPENSATION FOR PHYSICAL PRODUCT SALES

Agency has the opportunity to receive a commission for each physical product sale (“product”) that is purchased through each of its Sub-Accounts. For the avoidance of doubt, “Sub-Account” means a subscription for one business under an Agency Account. Provided that the Agency and Ageny’s Sub-Account remains in good status within thirty (30) days from the Sale, You will be paid a commission for each Sub-Account that generates a payment to Mailbox Power in a month (“Commission”). Except as otherwise provided herein, Commission payments will be paid on the 10th of each month following Mailbox Power’s receipt of payment for a Sub-Account, subject to the other terms of this Agreement. In the event the 10th of each month falls on a weekend or holiday, Commission payments will be paid on the business day succeeding the holiday. All Commission payments are based on the amount of fees received by Mailbox Power, less sales taxes.

The amount of Commissions paid on Agency’s Sub-Accounts are as follows:

a) 10% of physical product sales, excluding gift cards, postage, and handling.

All Commissions are paid in U.S. Dollars (USD) or otherwise in currencies offered by the payment provider.  Some payment methods may incur processing fees that may be deducted from Your Commissions. Your combined Commission must equal or exceed One Hundred and 00/100 Dollars ($100.00) (USD) before You receive a payment from Mailbox Power.  If Your combined Commissions in a one (1) year period do not exceed $100.00 (USD), Your Commissions will not be paid and will be forfeited.

Once a Commission of $100 (USD) or more is earned, You will need to register with our third-party payment provider to receive payment of Commissions. This means You are authorizing third-party companies to contact You.  Before You can be paid any Commission or bonus, You must provide Mailbox Power a completed W-8 or W-9 tax form, as instructed by Mailbox Power, as well as any supporting documentation requested by Mailbox Power or its third-party payment provider.  You will be deemed to have permanently waived all rights to Commissions that were earned more than 120 days before submitting a completed W-8 or W-9 tax form or any ancillary supporting documentation that is requested to confirm the information on your tax form. If You are not a resident of the United States, Mailbox Power may withhold tax (including without limitation VAT) where required by applicable law. You are solely responsible for complying with all tax laws in Your respective jurisdiction(s), including, but not limited to, the payment of all required taxes and filing of all returns and other required documents with the applicable governing agencies. Agency will not be paid any Commissions for physical products sales made on Agency’s own Agency account. 

Commissions are paid only for Sale transactions that actually occur between Mailbox Power and customers in which payment is received by Mailbox Power.  If payment for a Sold Account later results in a refund or chargeback, and if a Commission was paid to You for that Sold Account payment, then the Commission will be deducted from Your future Commissions.  

If Mailbox Power determines, in its sole and exclusive discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement or applicable law, no Commission will be paid for such Sale and, for past sales, such payment amounts shall be deducted from Your future Commissions, and Mailbox Power may terminate this Agreement immediately without Mailbox Power having any liability to You.

DISCLAIMERS

THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THE WARRANTY OF NON-INFRINGEMENT. YOUR USE OF THE PLATFORM IS AT YOUR OWN DISCRETION AND RISK, AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. YOU AGREE THAT MAILBOX POWER HAS NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE ANY INFORMATION OR CONTENT MAINTAINED OR TRANSMITTED ON OR THROUGH THE PLATFORM.

WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE PLATFORM WILL MEET YOUR REQUIREMENTS, (B) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF THE PLATFORM WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

YOU ACKNOWLEDGE THAT THE INTERNET, TELECOMMUNICATIONS PROVIDERS’ NETWORKS  ARE INHERENTLY INSECURE. ACCORDINGLY, YOU AGREE THAT MAILBOX POWER IS NOT LIABLE FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF YOUR DATA WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER’S NETWORK.

MAILBOX POWER MAKES NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH A THIRD PARTY OR THIRD-PARTY SERVICES OR IN CONNECTION WITH THE PLATFORM, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY SERVICES OR CONTENT AVAILABLE ON OR THROUGH THE PLATFORM FROM A THIRD PARTY OR THROUGH THIRD-PARTY SERVICES IS PROVIDED SOLELY BY SUCH THIRD PARTY.

WE RESERVE THE SOLE RIGHT TO EITHER MODIFY OR DISCONTINUE THE PLATFORM, INCLUDING ANY SERVICES OR FEATURES THEREIN, AT ANY TIME WITH OR WITHOUT NOTICE TO YOU. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD WE EXERCISE SUCH RIGHT. MODIFICATIONS MAY INCLUDE, BUT ARE NOT LIMITED TO, CHANGES IN THE PRICING STRUCTURE AND THE ADDITION OF FREE OR FEE-BASED SERVICES. ANY NEW FEATURES THAT AUGMENT OR ENHANCE THE THEN-CURRENT SERVICES ON THIS PLATFORM SHALL ALSO BE SUBJECT TO THESE TERMS OF SERVICE.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION

LIMITATION OF LIABILITY, INDEMNIFICATION, AND MITIGATION

Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms and your use of the Platform or the Services shall be limited to the amount you paid us for Services purchased on the Platform during the three (3) month period before the act giving rise to the liability.

IN NO EVENT SHALL MAILBOX POWER BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM MALICIOUS CODE, LOSS OF USE, DATA OR PROFIT LOSS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM OR THIRD PARTY SERVICES OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THE PLATFORM.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY SERVICES OR DISRUPTIONS THEREOF, OR THIRD PARTY PROMISES AND/OR STATEMENTS REGARDING OUR PLATFORM SERVICES OR CONTENT OR FOR TRANSACTIONS WITH THE THIRD PARTY THROUGH THE PLATFORM, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.

You agree to defend, indemnify, and hold Mailbox Power harmless against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) directly or indirectly arising from or in any way connected with your use of the Platform  (“Claims”), including, but not limited to:  (a) our use of or reliance on information or data supplied or to be supplied by you, your employees, agents, or customers; (b) any breach of or default under these Terms  by you, your employees, agents, or customers; (c) the wrongful use or possession of any Mailbox Power property by you, your employees, agents, or customers; (d) any negligence, gross negligence or willful misconduct by you or your employees, agents, or customers; (e) misrepresentations by you, your employees, agents, or customers (f) violation(s) of applicable law by you, your employees, agents, or customers, (g) your actions and the actions of your employees, agents, or customers; (h) the acts or omissions of you, your employees, agents, or customers in connection with providing notice and obtaining consents regarding the origination or content of the SMS or MMS messages, email, direct mail or other communications using the Services, (i) Taxes and other Fees and/or (j) any disputes between (1) you and other users (2) you and your client(s) and/or (3) your customers.

If the Platform is found to violate any third party intellectual property right, at our option, we may: (a) obtain the right for you to continue to use the Platform as contemplated by these Terms; (b) modify or replace the Platform, in whole or in part, to seek to make the  Platform non-infringing; or (c) require you to cease any use of the  Platform immediately.

LIMITATION ON TIME TO FILE CLAIMS

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM MUST BE COMMENCED WITHIN THREE (3) MONTHS AFTER THE EVENT GIVING RISE TO THE ACTION OR CLAIM OCCURRED, REGARDLESS OF WHEN YOU KNEW OR SHOULD HAVE KNOWN ABOUT IT; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

INJUNCTIVE RELIEF

You agree that a breach of these Terms will cause irreparable injury to Mailbox Power for which monetary damages would not be an adequate remedy, and Mailbox Power shall be entitled to seek equitable relief, in addition to any remedies it may have hereunder or at law, without having to post a bond or other security.

WAIVER AND SEVERABILITY

You agree that a breach of these Terms will cause irreparable injury to Mailbox Power for which monetary damages would not be an adequate remedy, and Mailbox Power shall be entitled to seek equitable relief, in addition to any remedies it may have hereunder or at law, without having to post a bond or other security.

No waiver by Mailbox Power of a term or condition set forth in these Terms shall be deemed a continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of Mailbox Power to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

CHANGE OF CONTROL

Mailbox Power may assign its rights under these Terms at any time, without notice to you. You may not assign your rights under these Terms without Mailbox Power’s prior written consent which may be withheld at Mailbox Power’s sole discretion.

TERMINATION

These Terms will remain in full force and effect so long as you maintain an Agency Account. The sections of these Terms that are intended to survive termination of your Agency Account will remain binding even after you are no longer an Agency user.

a) Grounds for Termination.  You agree that Mailbox Power, in its sole discretion, may suspend or terminate your access to the Platform (or any part thereof) for any reason, with or without notice, and without any liability to you or to any third party for any claims, damages, costs or losses resulting therefrom.  Any suspected fraudulent, abusive or illegal activity may be grounds for barring your access to this Platform, and reporting you to the proper authorities, if necessary. Mailbox Power reserves the right to delete Platform Accounts that have remained inactive for at least one (1) year.

b) No Right to Services Upon Termination. Upon termination and regardless of the reason(s) motivating such termination, your right to use the Platform will immediately cease. Mailbox Power is not liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us with regards to your Platform access.

c) How to Terminate or Make Adjustments. If you, for any reason, would like to terminate your access to the Platform or make adjustments, Mailbox Power requires written notice at least 30 days before your next billing date.

d) No Termination by Third Party Users. Mailbox Power has limited access to subscriptions not directly purchased from us. Any user who has been given access to the Platform by any party other than Mailbox Power must contact the party who originally provided access to the Platform for any inquiries related to termination.

e) Force Majeure. In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of the Platform or any associated product or service through the Platform arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

APPLICABLE LAW, BINDING ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.

The laws of the State of Utah will govern these Terms of Service and any disputes under them, without giving effect to any principles of conflicts of laws.

Any controversy or claim arising out of or relating to these Terms shall be exclusively settled by arbitration administered by the American Arbitration Association in accordance with Commercial Arbitration Rules, then in effect. This arbitration provision is governed by the Federal Arbitration Act. The arbitration proceedings shall be held in Salt Lake City, Utah. Any arbitration award may be entered in a court of competent jurisdiction.

All claims and disputes within the scope of this arbitration agreement must be arbitrated or litigated on an individual basis and not on a class basis. Claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user.

COMMUNICATIONS AND CONTACT INFORMATION

All notices to a party shall be in writing and shall be made via email. Notices to Mailbox Power must be sent to [email protected]. You agree to allow us to submit notices to you either through the email address you provided when registering, or to any address we have on record.  Notices are effective on receipt.

Mailbox Power may contact you regarding these Terms using any information you provide, or by any other means if you do not provide contact Information. If you no longer wish to receive communications from Mailbox Power, you can click on the “unsubscribe link” provided in such communications or contact us at [email protected].

When you create a Platform account, you must designate a primary email address that will be used for receiving electronic communication related to these Terms. Mailbox Power will never send you an email requesting confidential information such as account numbers, usernames, or passwords, and you should never respond to any email requesting such information. If you receive such an email purportedly from Mailbox Power, do not respond to the email and notify Mailbox Power by emailing us at.

For all other feedback, comments, requests for technical support, and other communications relating to the Platform or the Terms, please contact us at [email protected] or by mail at:

Mailbox Power LLC
ATTN: Legal Department
14701 S 855 W
Bluffdale, UT 84065