{"id":42253,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/distributor-agreement-stamps-com-inc-and-office-depot-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"distributor-agreement-stamps-com-inc-and-office-depot-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/distributor-agreement-stamps-com-inc-and-office-depot-inc.html","title":{"rendered":"Distributor Agreement &#8211; Stamps.com Inc. and Office Depot Inc."},"content":{"rendered":"<pre>\n                             DISTRIBUTOR AGREEMENT\n\n\n     This Distributor Agreement (the \"Agreement\") is made as of this 15th day of\nJanuary, 1999 (the \"Effective Date\"), by and between Stamps.com Inc., a Delaware\ncorporation with its principal place of business at 2900 31st Street, Suite 150,\nSanta Monica, California 90405 (\"Stamps.com\") and Office Depot, Inc., a Delaware\ncorporation with its principal place of business at 2200 Old Germantown Road,\nDelrey Beach, FL 33445 (the \"Distributor\").\n\n                                   RECITALS\n\n     WHEREAS, Stamps.com develops and publishes software which enables end-users\nto purchase postage stamps electronically through Stamps.com's network system;\nand\n\n     WHEREAS, pursuant to the terms and conditions of this Agreement, Stamps.com\ndesires to appoint Distributor as an independent contractor to distribute such\nsoftware and Distributor desires to provide such distribution services.\n\n     NOW THEREFORE, in consideration of the mutual promises contained herein and\nfor other good and valuable consideration, the receipt of which is hereby\nacknowledged, the parties agree as follows:\n\n1. DEFINITIONS.\n   ----------- \n\n     As used in this Agreement, the following terms shall have the meanings set\nforth in this Article 1:\n\n     \"Agreement\" has the meaning given to that term in the preamble to this\n      ---------                                                            \nAgreement.\n\n     \"Stamps.com\" has the meaning given to that term in the preamble to this\n      ----------                                                            \nAgreement.\n\n     \"Business Day\" means any weekday, Monday through Friday, excluding national\n      ------------                                                              \nholidays.\n\n     Calendar-Related\" refers to date values based on the Gregorian calendar as\n     ----------------                                                          \ndefined in Encyclopedia Britannica, 15th edition, 1982, page 602, and to all\nuses of those date values described in the Software documentation.\n\n     \"Century Compliant\" means that the Software satisfies the requirements set\n      -----------------                                                        \nforth in Section 9.3 below.\n\n     \"Century Noncompliant\" means any failure of the Software to be Century\n      --------------------                                                 \nCompliant.\n\n     \"Confidential Information\" has the meaning given to that term in Section\n      ------------------------                                               \n8.4 of this Agreement.\n\n     \"Customers\" means end-user licensees of Software.\n      ---------                                       \n\n     \"Date Data\" means any Calendar-Related data in the inclusive range January\n      ---------                                                                \n1, 1900 through December 31, 2050 that the Software uses in any manner.\n\n     \"Distributor\" has the meaning given to that term in the preamble of this\n     ------------                                                            \nAgreement.\n\n     \"Disputes\" has the meaning given to that term in Section 17.4(i).\n\n     \"Documentation\" means the user manuals and other documentation provided by\nStamps.com for use with Software. Unless expressly excluded, the term \"Software\"\nas used herein shall include the applicable Documentation.\n\n                                       1\n\n \n     \"Effective Date\" has the meaning given to that term in the preamble of this\n      --------------                                                            \nAgreement.\n\n     \"Exceptions\" has the meaning given to that term in Section 11.\n      ----------                                                   \n\n     \"Excess Warranty\" has the meaning given to this term in Section 12.\n      ---------------                                                   \n\n     \"Logo Program\" has the meaning given to this term in Section 6.7.\n      ------------                                                    \n\n     \"Materials\" has the meaning given to this term in Section 8.1.\n      ---------                                                    \n\n     \"OEM\" means original equipment manufacturer.\n      ---                                        \n\n     \"Service Fee Revenues\" has the meaning given to this term in Section 5.2.\n      --------------------                                                    \n\n     \"Software\" means (i) the object code version of Stamps.com's software\n     ---------                                                            \nprograms listed in Exhibit D, and (ii) the object code version of any updates,\nmodifications or revisions to such computer programs provided to Distributor\npursuant to the terms of this Agreement, all as unmodified by any party other\nthan Stamps.com.\n\n     \"Software License Agreement\" means the agreement provided in Exhibit B.\n      --------------------------                                            \n\n     \"System Date\" means any Calendar-Related date value in the inclusive range\n      -----------                                                              \nfrom January 1, 1985 through December 31, 2035 (including the transition between\nsuch values) that the Software will be able to use as its current date while\noperating.\n\n     \"Term\" has the meaning given to that term in Section 16.1.\n      ----                                                     \n\n     \"Trademarks\" means all then-current names, marks and designations used by\n      ----------                                                              \nStamps.com.\n\n     \"Warranty Period\" has the meaning given to that term in Section 9.1.\n      ---------------                                                    \n\n2. APPOINTMENT OF DISTRIBUTOR.\n   ---------------------------\n\n     2.1  Grant to Distributor. Subject to all the terms and conditions of this\n          --------------------\nAgreement and the limitations set forth below, Stamps.com hereby grants and\nDistributor hereby accepts, a non-transferable, non-exclusive right to market\nand distribute copies of Software solely to Customers in the United States.\nCopies of Software are licensed for distribution and not sold. Distributor shall\nnot appoint, hire or otherwise engage subdealers to market or distribute\nSoftware without the express written consent of Stamps.com.\n\n     2.2  Software License. Subject to all the terms and conditions of this\n          ----------------\nAgreement, Stamps.com hereby grants a non-exclusive, non-transferable, royalty-\nfree, sub-licensable and fully-paid-up license to Distributor, for so long as\nthis Agreement remains in effect, to use, reproduce and copy all Software and to\nprovide and make available to Customers, copies of all Software; provided that\n                                                                 -------------\nthe user of all such copies provided or made available to Customers shall be\nsubject to the terms of the applicable Software License Agreement between each\nsuch Customer and Stamps.com. The foregoing license is provided by Stamps.com to\nDistributor free of charge.\n\n     2.3  Title and Ownership. Distributor hereby acknowledges that all right,\n          -------------------\ntitle and interest in and to Software shall at all times remain that of\nStamps.com, including all rights in the nature of copyright, patent, trade-\nsecret and other intellectual property and proprietary rights with respect to\nSoftware. Distributor shall have no right, title, or interest therein, and\nDistributor is not authorized to grant any right or license with respect thereto\nexcept as expressly set forth in, and permitted under, this Agreement.\n\n                                       2\n\n \n3. DISTRIBUTOR'S OBLIGATIONS GENERALLY. \n   ----------------------------------  \n   \n     3.1  Distribution of Software. Distributor shall use its commercially\n          ------------------------\nreasonable efforts to distribute Software to Customers pursuant to the\nprovisions set forth in Exhibit A.\n\n     3.2  Copying\/Reverse Engineering. In no event shall Distributor use, market\n          ---------------------------\nor distribute Software other than as provided herein. Distributor agrees not to\n(i) disassemble, decompile or otherwise reverse engineer Software or otherwise\nattempt to learn the source code, structure, algorithms or ideas underlying\nSoftware, (ii) take any action contrary to Stamps.com's Software License\nAgreement, except as expressly and unambiguously allowed under this Agreement,\n(iii) alter or modify Software, (iv) attempt to disable any security devices or\ncodes incorporated in Software, or (v) allow or assist others to do any of the\nforegoing.\n\n     3.3  Competing Products. Distributor agrees that it does not currently\n          ------------------\nrepresent, distribute or promote any software that competes with any Software.\nDistributor shall conduct its business in a manner that reflects favorably on\nStamps.com and Software.\n\n     3.4  Software Package; Software License Agreement. Subject to Exhibit A,\n          ----------------\nDistributor shall ensure that each copy of Software distributed by or through\nDistributor to Customers shall include all components of such Software as\nprepackaged by Stamps.com, including, without limitation, (i) diskettes or other\nmedia bearing labels, (ii) Stamps.com's end user manuals and Documentation,\nStamps.com's Software License Agreement, and (iii) at the option of Stamps.com,\nadvertising and promotional materials supplied by Stamps.com. The parties to\neach Software License Agreement shall be Stamps.com and the Customer. The terms\nof the Software License Agreement shall be subject to change by Stamps.com, at\nits sole discretion, upon reasonable notice to Distributor. Stamps.com shall\nhave the right to add to or discontinue any or all Software, but only upon\nthirty (30) days' prior written notice to Distributor.\n\n     3.5  Third Party Infringement. Distributor shall notify Stamps.com promptly\n          ------------------------\nof any infringement of any copyrights, Trademarks, or other intellectual\nproperty or proprietary rights relating to any Software. Stamps.com may, in its\nsole discretion, take or not take whatever action it believes is appropriate in\nconnection with any such infringement. If Stamps.com elects to take any such\naction, Distributor agrees to reasonably cooperate, at no expense to\nDistributor, in connection therewith. If Stamps.com initiates and prosecutes any\naction with respect to infringement of any copyrights, Trademarks, or other\nproprietary rights relating to any Software, Stamps.com shall be entitled to\nretain all amounts (including court costs and attorneys' fees) awarded by way of\njudgment, settlement, or compromise with respect thereto.\n\n     3.6  Compliance. Distributor shall ascertain and comply with all applicable\n          ----------\nstate, federal and local laws and regulations and standards of industry or\nprofessional conduct, including, without limitation, those applicable to product\nclaims, labeling, approvals, registrations and notifications, the Internic, the\nInternet Assigned Numbers Authority and Internet community standards, and shall\nalso obtain Stamps.com's prior written consent before adding any product\nclaim,label, instructions, packaging or the like to any copy of Software.\n\n     3.7  Export Control. Distributor shall not export or re-export any Software\n          --------------     \noutside the United States without Stamps.com's express written consent. In the\nevent such consent is received, Distributor shall comply with the U.S. Foreign\nCorrupt Practices Act and all export laws, restrictions, national security\ncontrols and regulations of the United States and other applicable foreign\nagency or authority, and shall not export or re-export, or allow the export or\nre-export of Software, any component of Software, any other product or\nConfidential Information or any copy or direct product of any of the foregoing\nin violation of any such restrictions, laws or regulations, or to Cuba, Libya,\nNorth Korea, Iran, Iraq, or Rwanda or to any Group D:1 or E:2 country (or any\nnational of such country) specified in the then current Supplement No. 1 to Part\n740, or, in violation of the embargo provisions in Part 746, of the U.S. Export\nAdministration Regulations (or any successor regulations or supplement), except\nin compliance with and with all licenses and approvals required\n\n                                       3\n\n \nunder applicable export laws and regulations, including without limitation,\nthose of the U.S. Department of Commerce.\n\n4. DELIVERY TO DISTRIBUTOR.\n   ----------------------- \n\n     4.1  Delivery. Stamps.com shall deliver a master copy of all Software to\n          --------\nDistributor in a format which shall enable Distributor to provide copies thereof\nto Customers. Stamps.com shall provide sufficient copies of all Documentation to\nDistributor to allow Distributor to include such Documentation to Customers with\nSoftware pursuant to Distributor's obligations as set forth in Exhibit A.\n\n5. PRICES, PAYMENTS, AND PAYMENT TERMS.\n   ----------------------------------- \n\n     5.1  Distributor's Prices to Customers. Distributor shall provide or make\n          ---------------------------------\navailable copies of Software free of charge to Customers and shall not charge\nany fee or other consideration in connection with the delivery or distribution\nof such copies.\n\n     5.2  Revenue Sharing. As full consideration for its services hereunder,\n          ---------------\nStamps.com shall pay Distributor a quarterly fee equal to [***]\/*\/ of all\nService Fee Revenues received by Stamps.com attributable to purchases by\nCustomers using Software; provided that, if any such Customer previously\n                          -------------\nobtained any Software from any person other than Distributor, the Service Fee\nRevenues attributable to purchases by such Customer shall not be included for\npurposes of determining Distributor's quarterly fee. All quarterly fees payable\nby Stamps.com to Distributor shall be paid within forty-five (45) days after the\nend of the quarter in which Stamps.com receives the Service Fee Revenues from\nwhich such fees are derived. As used herein, the term \"Service Fee Revenues\"\nshall mean all service fees received by Stamps.com from purchases of postage by\nCustomers and shall specifically exclude (a) the cost of the postage that is\npurchased and (b) any taxes with respect thereto.\n\n6. MARKETING AND ADVERTISING.\n   ------------------------- \n\n     6.1  Distributor's General Undertaking, Representation, and Warranty.\n          ---------------------------------------------------------------\nDistributor represents, warrants, and covenants to Stamps.com that in all\nadvertising and marketing materials relating to Software and\/or Stamps.com that\nare developed by Distributor, Distributor shall endeavor to be accurate in all\nrespects.\n\n     6.2  Distribution of Software. Distributor hereby agrees to advertise,\n          ------------------------\nmarket, sell and distribute Software solely as provided in Exhibit A. In its\ndistribution efforts, Distributor will use the Trademarks, but shall not\nrepresent or imply that it is Stamps.com or is a part of Stamps.com; provided\n                                                                     -------- \nthat all advertisements and promotional materials, packaging and anything else\n----\nbearing a Trademark shall identify Stamps.com as the Trademark owner and\nSoftware manufacturer; provided further that any use of the Trademarks shall be\n                       ----------------\ngoverned by Section 8.3.\n\n     6.3  Marketing Materials. Stamps.com agrees to provide to Distributor, at\n          -------------------\nno cost to Distributor, such promotional materials for Software in camera ready\nor electronic format as Stamps.com generally makes available to its resellers\nand distributors, including technical specifications, prices, drawings, and\nadvertisements. Distributor may reproduce such promotional materials as\nreasonably required in connection with its promotional, advertising and\/or\nmarketing activities in connection with Software, provided that all copyright,\n                                                  -------------\ntrademark and other property markings of Stamps.com are reproduced. Such\npromotional materials, including all copies and reproductions made by\nDistributor, remain the property of Stamps.com and, except insofar as they are\ndistributed by Distributor in the course of its performance of its duties under\nthis Agreement, must be promptly returned to Stamps.com upon the expiration or\ntermination of this Agreement. Distributor may develop its own promotional\nmaterials for Software, provided that Distributor shall submit any such\n                        -------------\n\n__________________\n     * Confidential treatment has been requested for the bracketed portions.\nThe confidential redacted portion has been omitted and filed separately with the\nSecurities and Exchange Commission\n\n                                       4\n\n \npromotional materials to Stamps.com for Stamps.com's review, and Stamps.com\nshall have the right to approve or reject any such promotional materials in\nStamps.com's sole discretion.\n\n     6.4  Web Sites.\n          --------- \n\n            (i)  Hypertext Links. If Distributor has a World Wide Web site (\"Web\n                 ---------------\nsite\"), Distributor shall establish a hypertext link to Stamps.com's Web site\nwithin thirty (30) days of the Effective Date. With respect to each hypertext\nlink linking users of Distributor's Web site to Stamps.com's Web site,\nDistributor shall not alter the look, feel, or functionality of Stamps.com's Web\nsite and shall not act to prevent the look and feel of Stamps.com's Web site\n(including, without limitation, page format, navigational bars, colors, fonts,\nStamps.com's trademarks, all hyperlinks appearing on Stamps.com's Web site or,\nin general, the overall design of Stamps.com's Web site) from being displayed.\n\n            (ii) Responsibilities. Each party shall be solely responsible for\n                 ----------------\nthe development, operation, and maintenance of its Web site and for all\nmaterials that appear on its Web site, including without limitation, (i) the\ntechnical operation of its Web site and all related equipment, (ii) the accuracy\nand appropriateness of materials posted on its Web site, and (iii) ensuring that\nmaterials posted on its Web site do not violate any law, rule, or regulation, or\ninfringe upon the rights of any third party and are not defamatory, obscene or\notherwise illegal. Each party disclaims all liability for all such matters with\nrespect to the other's Web site.\n\n     6.5  Advertising and Public Relations. Distributor may advertise Software\n          --------------------------------\nin appropriate periodicals and in a manner insuring proper and adequate\npublicity for Software. Each time Distributor places any such advertising in any\nperiodical, Distributor shall provide Stamps.com with notice (pursuant to\nSection 17.8 below) that Distributor has done so, specifying the name and date\nof the applicable periodical. Distributor shall engage in public relations\nactivities to encourage the publication, of articles and other publications\nregarding Software.\n\n     6.6  Announcements. Within thirty (30) days following the Effective date,\n          -------------\nStamps.com and Distributor shall jointly issue a press release announcing\nDistributor's appointment under this Agreement. Thereafter, each party shall\nobtain the other party's prior written approval of all press releases that such\nparty issues with respect to this Agreement and the transactions contemplated by\nthis Agreement. Distributor also shall obtain Stamps.com's prior written\napproval of all other press releases that Distributor issues with respect to\nSoftware.\n\n     6.7  Logo Program. During the Term, upon mutual agreement of the parties,\n          ------------\nDistributor shall participate in a promotional logo program (\"Logo Program\") as\nfollows: Distributor shall be entitled to offer free postage to Customers for a\nperiod of up to twelve months from the Effective Date; provided that, (a) the\namount of free postage to be given to any Customer shall not exceed ten dollars\n($10), (b) Stamps.com shall be entitled to immediately terminate the Logo\nProgram at its sole discretion, (c) Customers shall not be entitled to receive\nfree postage until they have made an initial purchase of postage from Stamps.com\n(d) Customers shall not be entitled to receive free postage if they have\npreviously obtained Software (whether from Distributor or another person), (e)\nDistributor and Stamps.com shall mutually agree on one or more logos which\nDistributor shall display on all of its packaging and marketing materials which\nare generally seen by Customers, including but not limited to external packaging\nand Web sites, and (f) Distributor shall not alter any such logos and shall\ndisplay such logos in strictly compliance with the parties' agreement with\nrespect to size, color, location and any other relevant criteria with respect to\nsuch logos. The logos used in the Logo Program shall be deemed Trademarks for\nall purposes of this Agreement, including the license granted by Stamps.com in\nSection 8.3 Section 8.3.\n\n7. INSTALLATION AND SUPPORT.\n   ------------------------ \n\n     Stamps.com shall be solely responsible for providing Customers with\ninstallation, maintenance and technical integration support with respect to\nSoftware. Distributor shall notify Stamps.com as soon as possible, and within no\nmore than twenty-four (24) hours or one (1) Business Day, whichever period is\nlonger, of Distributor's receipt of any Customer request for support or\nassistance with respect to Software.\n\n                                       5\n\n \n8. PROTECTION OF PROPRIETARY RIGHTS.\n   -------------------------------- \n\n     8.1  Acknowledgment of Proprietary Materials. Distributor hereby\n          ---------------------------------------\nacknowledges that all Software, Documentation and technical support and training\nmaterials provided to Distributor by Stamps.com (collectively, the \"Materials\")\nare protected by the copyright laws of the United States and other countries and\nthat the Materials embody valuable confidential and trade secret information of\nStamps.com, the development of which required the expenditure of considerable\ntime and money by Stamps.com.\n\n     8.2  Proprietary Markings. Distributor hereby agrees to ensure that all\n          --------------------\ncopyright, trademark and other proprietary notices of Stamps.com affixed to or\ndisplayed on Software and Documentation will not be removed, obscured or\nmodified by Distributor.\n\n     8.3  Stamps.com Trademarks. Distributor acknowledges that Stamps.com is the\n          ---------------------\nowner of all right, title and interest in and to all the Trademarks set forth in\nExhibit C, together with any new or revised names, designs or designations that\nStamps.com may adopt to identify it or any Software during the Term, and\nDistributor agrees not to adopt or use any of such Trademarks in any manner\nwhatsoever except as expressly provided in this Agreement.\n\n     Stamps.com hereby grants Distributor a license during the Term to use the\nTrademarks, provided that (i) they are used solely in connection with the\n            -------------\nmarketing and distribution of Software and in accordance with Stamps.com's\nspecifications as to style, color and typeface set forth in Exhibit C (ii) such\nuse shall be subject to prior written approval of Stamps.com, which approval\nshall not be unreasonably withheld, and, (iii) no other right to use any name or\ndesignation is granted by this Agreement. Upon expiration or termination of this\nAgreement, Distributor will take all action necessary to transfer and assign to\nStamps.com, or its nominee, any right, title or interest in or to any of the\nTrademarks, and the goodwill related thereto, which Distributor may have\nacquired in any manner as a result of the marketing and distribution of Software\nunder this Agreement, and Distributor shall cease using any Trademark.\nDistributor hereby agrees to notify Stamps.com immediately upon Distributor\ngaining knowledge of any infringement or potential infringement of any\nTrademark.\n\n     Distributor agrees not to apply for registration of any Trademarks anywhere\nin the world or for any mark confusingly similar thereto. Stamps.com may elect\nto apply for registration of one or more of the Trademarks anywhere in the world\nat its expense, and, in such event, Stamps.com shall so notify Distributor and\nDistributor shall assist and cooperate with Stamps.com in connection therewith.\nDistributor also agrees not to use or contest, during or after the term of this\nAgreement, any Trademark, name, mark or designation used by Stamps.com anywhere\nin the world (or any name, mark or designation similar thereto). Distributor\nacknowledges and agrees that all use of the Trademarks by Distributor shall\ninure to the benefit of Stamps.com.\n\n     8.4  Confidential Information. Distributor hereby agrees to hold any\n          ------------------------\ninformation, materials and data made available to it by Stamps.com that\nreasonably should be understood to be confidential (collectively, \"Confidential\nInformation\"), in confidence and agrees not to use, copy, or disclose, or permit\nany of its personnel to use, copy, or disclose the same for any purpose that is\nnot specifically authorized herein. For the purposes of this Section 8.4, the\nterms and conditions of this Agreement and the Materials are Confidential\nInformation of Stamps.com.\n\n9. WARRANTY.\n   -------- \n     \n     9.1  Limited Warranty of Performance. 9.1.1 Stamps.com warrants to\n          -------------------------------\nDistributor, for a period of ninety (90) days following delivery to a Customer\n(the \"Warranty Period\"), that the Software will substantially conform to the\nDocumentation and that the media on which the Software is provided is free from\nmaterial defects. The foregoing warranty will apply only to the most current\nversion of Software issued by Stamps.com from time to time. Stamps.com assumes\nno responsibility for claims resulting from the distribution of superseded,\noutdated, or uncorrected versions of Software.\n\n                                       6\n\n \n     9.1.2  Stamps.com warrants that Calendar-Related processing by the Software\nof the Date Data or of any System Date will not cause the Software to cease to\noperate substantially in accordance with the Documentation. Stamps.com further\nwarrants that all data fields for the Date Data contained in the Software are\nfour-digit fields capable of indicating century and millennium and that\nStamps.com has verified through the testing procedures that no change in the\nSystem Date (including the change from the year 1999 to the year 2000) will\ncause the Software to cease to operate substantially in accordance with the\nDocumentation. Notwithstanding any provision to the contrary set forth in this\nAgreement, Stamps.com makes no representation or warranty as to that the\nSoftware will be Century Compliant when it is used with any Century Noncompliant\ncomputer software, computer firmware, computer hardware, or any combination of\nthe foregoing supplied by third parties.\n\n     9.2  Exclusive Remedy. Software supplied by Stamps.com hereunder which does\n          ----------------\nnot comply with the warranties set forth in (i) Section 9.1.1 and is returned\n(by Distributor only) to Stamps.com during the Warranty Period (with proof of\nthe date of purchase) or (ii) Section 9.1.2 and is returned (by Distributor\nonly) to Stamps.com will be corrected or replaced at no expense to Distributor,\nprovided Distributor returns the Software in its original packaging (if\napplicable) and bears the shipping cost of returning the Software to Stamps.com\n(except in the event the defective Software was downloaded by the end-user from\nStamps.com's Web site, in which case Stamps.com will advise the end-user to\ncontact Stamps.com directly for warranty claims). Stamps.com will bear the\nshipping cost of replacement Software to Distributor. If Stamps.com cannot, or\ndetermines that it is not commercially practical to, correct or replace the\nreturned Software, Stamps.com will refund the purchase price of the returned\nSoftware paid by Distributor. The warranty set forth in Section 9.1 shall not\napply to any version of the Software which has been discontinued or superseded\nor updated by a new version or release made available to Distributor (or\nDistributor's end-user customer) by Stamps.com for distribution hereunder.\nDISTRIBUTOR'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY WARRANTY CLAIM, IF\nVERIFIED, IS EXPRESSLY LIMITED TO STAMPS.COM'S REASONABLE EFFORTS TO CORRECT OR\nREPLACE SUCH DEFECTIVE SOFTWARE AND\/OR DOCUMENTATION AT STAMPS.COM'S SOLE\nEXPENSE OR REFUND THE PRICE PAID BY DISTRIBUTOR.\n\n     9.3  Disclaimer. No representation or other affirmation of fact not set\n          ----------\nforth herein, including, without limitation, statements regarding capacity,\ncompliance, suitability for use, or performance of any Software, shall be or be\ndeemed to be a warranty or representation by Stamps.com for any purpose, or give\nrise to any liability or obligation of Stamps.com whatsoever. EXCEPT AS\nSPECIFICALLY PROVIDED IN THIS AGREEMENT, THERE ARE NO OTHER WARRANTIES EXPRESS\nOR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF\nMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLIANCE, AND NON\nINFRINGEMENT, OR CENTURY COMPLIANCE.\n\n10. LIMITATION OF LIABILITY; INJUNCTIVE RELIEF.\n    ------------------------------------------ \n\n     10.1   No Consequential Damages; Limitation of Liability. IN NO EVENT SHALL\n            -------------------------------------------------\nEITHER PARTY BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT FOR\nLOSS OF PROFITS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR\nINCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES UNDER ANY\nCONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY.\nEXCEPT WITH RESPECT TO A BREACH OF SECTION 8.4 AND THE INDEMNIFICATION\nOBLIGATIONS UNDER SECTION 12 BELOW, THE LIABILITY OF EITHER PARTY FOR ANY CLAIM\nARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT\nPAID BY STAMPS.COM TO DISTRIBUTOR WITH RESPECT TO THE SPECIFIC ITEMS OF SOFTWARE\nGIVING RISE TO SUCH CLAIM.\n\n     10.2   Injunctive Relief. Distributor acknowledges that any breach of its\n            -----------------\nobligations under this Agreement with respect to the proprietary rights or\nConfidential Information of Stamps.com will cause\n\n                                       7\n\n \nStamps.com irreparable injury for which there are inadequate remedies at law,\nand therefore Stamps.com will be entitled to injunctive relief in addition to\nall other remedies provided by this Agreement or available at law.\n\n11. DEFENSE OF INTELLECTUAL PROPERTY CLAIMS.\n    --------------------------------------- \n\n     If notified promptly in writing of any action (and all prior claims\nrelating to such action) against Distributor based on a claim that Distributor's\ndistirbution and\/or use of Software infringes a third party's copyright or\ntrademark or misappropriates a third party's trade secret, and if given access\nby Distributor to any information Distributor has regarding such alleged\ninfringement, Stamps.com agrees to defend and hold harmless Distributor in such\naction at its expense and will pay any costs or damages finally awarded against\nDistributor in any such action; provided that, Stamps.com shall have had sole\n                                -------------\ncontrol of the defense of any such action and all negotiations for its\nsettlement or compromise. In the event that Stamps.com reasonably believes that\nany Software infringes a copyright or trademark or misappropriates a trade\nsecret, Stamps.com may, at its option and at its expense, either procure for\nDistributor the right to continue using any Software, modify the same so it\nbecomes non-infringing or allow the Distributor to terminate this Agreement\npursuant to Section 16.2(ii). Stamps.com shall not have any liability to\nDistributor under any provision of this clause if any infringement, or claim\nthereof, is based upon: (i) the Distributor's use of Software in combination\nwith other computer hardware or software programs that Stamps.com has not\napproved for use with such Software, (ii) Software that has been modified by\nDistributor, (iii) Distributor's use of Software beyond the scope of the license\ngranted to it by Stamps.com hereunder, (iv) Distributor's use after notice of\ninfringement or misappropriation, or (v) Infringement by the Distributor\nrelating solely to the use of Software but not the Software itself. Distributor\nshall indemnify Stamps.com and hold it harmless against any expense, judgment or\nloss for infringement of any patent or other intellectual property right which\nresults from the exceptions set forth in the immediately preceding sentence of\nthis Section 11 (collectively, \"Exceptions\"). No costs or expenses shall be\nincurred for the account of Stamps.com without the prior written consent of\nStamps.com. THE FOREGOING STATES THE ENTIRE LIABILITY OF STAMPS.COM WITH RESPECT\nTO INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER INTELLECTUAL\nPROPERTY RIGHTS BY ANY SOFTWARE, OR ANY PART THEREOF, OR BY ITS OPERATION.\n\n12. INDEMNITY.\n    --------- \n\n     12.1  Distributor's Indemnity. If notified promptly in writing of any\n           -----------------------\naction (and all prior claims relating to such action) against Stamps.com based\non a claim arising from (i) infringement of any patent or other intellectual\nproperty right which results from the Exceptions; (ii) Distributor's grant of a\nwarranty to any Customer exceeding the limited warranty set forth in Section 9.1\nof this Agreement (an \"Excess Warranty\"), (iii) Distributor's material breach of\nthis Agreement, or (iv) Distributor's negligence or willful misconduct,\nDistributor shall indemnify Stamps.com and hold Stamps.com harmless from and\nagainst any judgment, damage, liability, or expenses, including reasonable\nattorney's fees, arising out of any claim with respect to the breach or alleged\nbreach of such Excess Warranty or this Agreement or such negligence or willful\nmisconduct; provided that Distributor shall have had sole control of the defense\n            -------------\nof any such action and all negotiations for its settlement or compromise; and,\nprovided further, that no cost or expense shall be incurred for the account of\n----------------\nDistributor without Distributor's prior written consent.\n\n     12.2  Stamps.com's Indemnity. If notified promptly in writing of any action\n           ----------------------\n(and all prior claims relating to such action) against Distributor based on a\nclaim arising from (i) Stamps.com's material breach of this Agreement, or (ii)\nStamps.com's negligence or willful misconduct, Stamps.com shall indemnify\nDistributor and hold Distributor harmless from and against any judgment, damage,\nliability, or expenses, including reasonable attorney's fees, arising out of any\nclaim with respect to the breach or alleged breach of this Agreement or such\nnegligence or willful misconduct; provided that Stamps.com shall have had sole\n                                  -------------\ncontrol of the defense of any such action and all negotiations for its\nsettlement or compromise; and, provided further, that no cost or expense shall\n                               ----------------\nbe incurred for the account of Stamps.com without Stamps.com's prior written\nconsent.\n\n                                       8\n\n \n13. REPORTS AND RECORDS.\n    ------------------- \n\n       13.1  Reports. Distributor shall keep complete records concerning all\n             -------\ncopies of Software provided to, or downloaded by, Customers, as the case may be.\nWithin ten (10) Business Days of the close of each month during the Term,\nDistributor shall complete and forward to Stamps.com a monthly report containing\na summary setting forth the number of copies of Software provided to, or\ndownloaded by, Customers, as the case may be.\n\n       13.2  Audit. Distributor agrees to maintain copies of all documentation\n             -----\nrelating to the distribution of Software under this Agreement. If requested in\nwriting by Stamps.com, Distributor shall permit Stamps.com to have access to\nsuch documentation at Distributor's place of business during ordinary business\nhours. Distributor agrees to keep for three (3) years after termination of this\nAgreement records of all copies of Software provided to or downloaded by\nCustomers, as the case may be, in each case sufficient to adequately administer\na recall of any Software and to fully cooperate in any decision by Stamps.com to\nrecall, retrieve and\/or replace any Software. Stamps.com agrees to maintain\ncopies of all documentation relating to Service Fee Revenues from Customer\npurchases using Software distributed by Distributor hereunder. Within fifteen\n(15) days after the end of each month, Stamps.com shall provide a report to\nDistributor setting forth the revenues received by Stamps.com for such month\nwhich are attributable to purchases from Customers using such Software. If\nrequested in writing by Distributor, Stamps.com shall permit, at Distributor's\nsole expense, Distributor's independent certified public accountants, subject to\na non-disclosure agreement with Stamps.com, up to once per calendar year, to\nhave access solely to such documentation as is reasonably necessary for such\naccountants to verify the amount of revenues set forth on such report; provided,\nin no event shall such access include access to Stamps.com's servers. For a\nperiod of three (3) years after termination of this Agreement, Stamps.com agrees\nto keep records of all Customer purchases made pursuant to Software distributed\nby Distributor hereunder.\n\n14. RELATIONSHIP OF PARTIES.\n    ----------------------- \n\n       Distributor is an independent contractor and nothing contained in this\nAgreement shall be construed to constitute either party as a partner, joint\nventurer, co-owner, employee, or agent of the other party, and neither party\nshall hold itself out as such. Neither party has any right or authority to\nincur, assume or create, in writing or otherwise, any warranty, liability or\nother obligation of any kind, express or implied, in the name of or on behalf of\nthe other party, it being intended by both Distributor and Stamps.com that each\nshall remain an independent contractor responsible for its own actions.\nDistributor agrees to indemnify and hold Stamps.com harmless from and against\nany damage or expenses, including reasonable attorney's fees, arising out of\nDistributor's breach of the provisions of this Section 14.\n\n15. ASSIGNMENT.\n    ---------- \n\n       Distributor shall not assign, transfer or otherwise dispose of this\nAgreement in whole or in part to any individual, corporation or other entity\nwithout the prior written consent of Stamps.com, except that Distributor may\nassign or transfer this Agreement to an affiliate or parent of Distributor at\nDistributor's discretion without the necessity of any consent requirement,\nprovided that Distributor shall continue to remain obligated to Stamps.com for\nthe assignee's performance or breach of Distributor's duties and obligations\nhereunder.\n\n\n16. TERM OF AGREEMENT; TERMINATION.\n    ------------------------------ \n\n       16.1  Term. This Agreement shall be effective as of the Effective Date\n             ----\nand shall have an initial term of two (2) years. Upon the expiration of such\nterm (or any renewal term), this Agreement shall automatically renew for\nadditional one (1) year periods unless either party notifies the other party at\nleast sixty (60) days prior to the applicable renewal date of its intention to\nnot renew the Agreement (the initial term and any renewal term shall be\ncollectively referred to as the \"Term\").\n\n                                       9\n\n \n     16.2 Events of Termination.\n          ---------------------\n\n          (i)    Bankruptcy\/Reorganization. Either party may terminate this\n                 -------------------------\nAgreement immediately upon written notice to the other party if the other party\nbecomes insolvent, seeks protection under any bankruptcy, receivership, trust\ndeed, creditors arrangement, composition or comparable proceeding, proceedings\nin bankruptcy or insolvency are instituted against the other party, or a\nreceiver is appointed, or if any substantial part of the other party's assets is\nthe object of attachment, sequestration or other type of comparable proceeding,\nand such proceeding is not vacated or terminated within thirty (30) days after\nits commencement or institution.\n\n          (ii)   Default. Either party may terminate this Agreement if the other\n                 -------\nparty commits a material breach of any of the material terms or provisions of\nthis Agreement and does not cure such breach within thirty (30) days after\nreceipt of written notice given by the other party. Notwithstanding the\nforegoing, Stamps.com may immediately terminate this Agreement in the event\nDistributor breaches its obligations under Section 2.1, 3.2, 8.3 or 8.4.\n\n          (iii)  Licenses. Either party may terminate this Agreement immediately\n                 --------\nif it or the other party is unable to obtain or renew any permit, license or\nother governmental approval necessary to carry on the business contemplated\nunder this Agreement.\n\n     16.3 Termination for Convenience. Notwithstanding anything herein to the\n          ---------------------------\ncontrary, either party may terminate this Agreement at any time with or without\ncause upon thirty (30) days' prior written notice.\n\n     16.4 Rights Upon Termination. Upon termination of this Agreement by\n          -----------------------\nexpiration of the Term or otherwise, all further rights and obligations of the\nparties shall cease, except that the parties shall not be relieved of (i) their\nrespective obligations to pay any moneys due or which become due as of or\nsubsequent to the date of termination, and (ii) any other respective obligations\nunder Sections 2.3, 3.2, 3.3, 3.7, 8.1, 8.3 (first and third paragraphs only),\n8.4, 9.2, 9.3, 10.1, 10.2, 11, 12, 13.1, 13.2, 14, 15, 16.4, 16.5, and 17.1 -\n17.9. Without limiting the foregoing, upon termination of this Agreement, all\nlicenses granted to Distributor hereunder shall terminate and each party shall\nremove any links from its Web site to the other party's Web site.\n\n     16.5 Existing Licenses. All Software License Agreements in effect as of the\n          -----------------\ndate of termination or expiration of this Agreement shall survive such\ntermination or expiration and continue in effect until terminated in accordance\nwith their terms.\n\n17. MISCELLANEOUS.\n    ------------- \n\n     17.1 Force Majeure. If the performance of any obligation (other than\n          -------------\npayment and confidentiality obligations) under this Agreement is prevented,\nrestricted or interfered with by reason of war, revolution, civil commotion,\nacts of public enemies, blockade, embargo, strikes, outage of the Internet, law,\norder, proclamation, regulation, ordinance, demand, or requirement having a\nlegal effect of any government or any judicial authority or representative of\nany such government, or any other act whatsoever, whether similar or dissimilar\nto those referred to in this Section 17.1, which is beyond the reasonable\ncontrol of the party affected, then the party so affected shall, upon giving\nprior written notice to the other party, be excused from such performance to the\nextent of such prevention, restriction, or interference, provided that the party\nso affected shall use reasonable commercial efforts to avoid or remove such\ncauses of nonperformance, and shall continue performance hereunder with\nreasonable dispatch whenever such causes are removed. The parties agree and\nacknowledge that the foregoing shall include Stamps.com's failure to obtain any\nnecessary governmental approval required in connection with the use of any\nSoftware, including without limitation any postal service approval.\n\n     17.2 Entire Agreement. This Agreement constitutes the entire agreement\nbetween the parties hereto and supersedes all previous negotiations, agreements\nand commitments with respect thereto, and shall not be released, discharged,\nchanged or modified in any manner except by instruments signed by duly\nauthorized\n\n                                       10\n\n \nofficers or representatives of each of the parties hereto. No course of prior\ndealing between the parties and no usage of the trade shall be relevant to\nsupplement or explain any term used herein. Acceptance or acquiescence in a\ncourse of performance rendered hereunder shall not be relevant to determine the\nmeaning of these terms and conditions even though the accepting or acquiescing\nparty has knowledge of the performance and opportunity for objection.\n\n     17.3  Applicable Law. Any claim or controversy relating in any way to this\n           -------------- \nAgreement shall be governed and interpreted exclusively in accordance with the\nlaws of the State of California and the United States without regard to the\nUnited Nations Convention on Contracts for the International Sale of Goods. This\nAgreement shall be deemed to have been made in, and shall be construed under,\nthe internal laws of the State of California, without regard to the principles\nof conflicts of laws thereof and the United Nations Convention on Contracts for\nthe International Sale of Goods. Any mediation under Section 17.4(iii) below\nshall be conducted in Los Angeles County, California. In addition, Stamps.com\nand Distributor acknowledge and agree that the courts located in such county\nshall have exclusive jurisdiction in any action or proceedings with respect to\nthis Agreement, including the federal district courts located in such county.\n\n     17.4  Dispute Resolution.  All disputes arising in connection with this\n           ------------------\nAgreement shall be resolved as follows:\n\n           (i)   General Intent.  Stamps.com and Distributor intend that all\n                 --------------\nproblems and disputes relating to this Agreement or arising from the\ntransactions contemplated hereby (\"Disputes\") shall be resolved through the\nprocedures of this Section 17.4; provided, however, that neither party shall be\n                                 ----------------- \nunder any obligation to proceed in accordance with this Section 17.4 with\nrespect to Disputes concerning any alleged breach of Section 2.3, 3.2, 8.1, 8.2,\n8.3 or 8.4 of this Agreement, as to which a party may take any legal action in a\ncourt of law or equity (without the necessity of posting any bond) to assert or\nenforce a claim that it has against the other party under this Agreement. The\nprocedures in this Section 17.4 shall not replace or supersede any other remedy\nto which a party is entitled under this Agreement or under applicable law.\n\n           (ii)  Informal Resolution Efforts.  Stamps.com and Distributor\n                 ---------------------------\ninitially shall attempt to resolve Disputes through informal negotiations\nconducted by the president or any vice president of Stamps.com and the president\nor any vice president of Distributor.\n\n           (iii) Mediation.  If a Dispute cannot be resolved under subsection\n                 ---------\n17.4(ii), the Dispute shall be submitted to mediation by written notice of the\nparty seeking mediation to the other party. In the mediation process, Stamps.com\nand Distributor shall attempt in good faith to resolve their differences\nvoluntarily with the aid of an impartial mediator, who will attempt to\nfacilitate negotiations. The mediator shall be selected by mutual agreement of\nStamps.com and Distributor. If Stamps.com and Distributor cannot agree on a\nmediator, the American Arbitration Association or JAMS\/Endispute shall designate\na mediator at the request of either party. Any mediator so designated must be\nacceptable to both parties. The mediation shall be confidential, and the\nmediator may not testify for either party in any later proceeding relating to\nthe Dispute. Each party shall bear its own costs in the mediation. The fees and\nexpenses of the mediator shall be shared equally by the parties.\n\n           (iv)  Court Actions.  If Stamps.com and Distributor cannot resolve a\n                 -------------\nDispute through mediation pursuant to Section 17.4(iii) above, either party may\nseek further redress by taking legal action in a court of law or equity to\nassert or enforce a claim that it has against the other party under this\nAgreement.\n\n     17.5  Statute of Limitations.  Any action by the Distributor for breach of\n           ---------------------- \nthese terms and conditions must be commenced within one (1) year after the cause\nof action has accrued.\n\n     17.6  Partial Illegality.  If any provision of this Agreement or the\n           ------------------ \napplication thereof to any party or circumstances shall be declared void,\nillegal or unenforceable, the remainder of this Agreement shall be valid \n\n                                       11\n\n \nand enforceable to the extent permitted by applicable law. In such event, the\nparties shall use their best efforts to replace the invalid or unenforceable\nprovisions by a provision that, to the extent permitted by the applicable law,\nachieves the purposes intended under the invalid or unenforceable provision. Any\ndeviation by either party from the terms and provisions of this Agreement to the\nlimited extent necessary to comply with applicable laws, rules or regulations\nshall not be considered a breach of this Agreement.\n\n     17.7  Waiver of Compliance.  Any failure by any party hereto to enforce at\n           -------------------- \nany time any term or condition under this Agreement shall not be considered a\nwaiver of that party's right thereafter to enforce each and every item and\ncondition of this Agreement.\n\n     17.8  Notices.  All notices and other communications in connection with\n           ------- \nthis Agreement shall be in writing and shall be sent to the respective parties\nat addresses set forth below in this Section 17.8, or to such other addresses as\nmay be designated by the parties in writing from time to time in accordance with\nthis Section 17.8, by registered or certified air mail, postage prepaid, or by\nexpress courier service, service fee prepaid, or by telefax with a hard copy to\nfollow via air mail or express courier service in accordance with this Section\n17.8. All notices shall be deemed received (i) if given by hand, immediately,\n(ii) if given by air mail, five (5) business days after posting, (iii) if given\nby express courier service, three (3) business days after delivery to courier\nservice, or (iv) if given by telefax, upon receipt thereof by the recipient's\ntelefax machine as indicated either in the sender's identification line produced\nby the recipient's telefax machine or in the sender's transmission confirmation\nreport as produced electronically by the sender's telefax machine.\n\n     To Stamps.com:      Stamps.com Inc.\n                         2900 31st Street, Suite 150\n                         Santa Monica, CA  90405\n                         Attention: President\n                         Facsimile: (310) 450-7337\n\n                         With a copy to:\n\n                         Brobeck, Phleger &amp; Harrison LLP\n                         38 Technology Drive\n                         Irvine, California  92618\n                         Attention: Bruce R. Hallett, Esq.\n                         Fax: (949) 790-6301\n\n     To Distributor:     Office Depot, Inc.\n                         818 Mission Street, 4th Floor\n                         San Francisco, CA  94103\n                         Attention:   Mr. Keith Butler, Executive Director\n                         Fax: (415) 974-1001\n\n                         With a copy to:\n\n                         Office Depot, Inc.\n                         2200 Old Germantown Road\n                         Delray Beach, FL.  33445\n                         Attn: Legal Department: Brian D. Dan, Esq. Senior \n                               Corporate Counsel\n                         Fax: (561) 438-4464\n\n     17.9  Counterparts.  This Agreement may be executed in counterparts, each\n           ------------\nof which shall be deemed to be an original and all of which together shall be\ndeemed to be one and the same instrument.\n\n                                       12\n\n \n     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed\nby their respective duty authorized representative as of the Effective Date.\n\n                                   STAMPS.COM INC.\n\n                                   By:______________________________\n                                   Name:____________________________\n                                   Title:___________________________\n\n                                   DISTRIBUTOR:\n\n                                   _______________________________\n                                   By:______________________________\n                                   Name:____________________________\n                                   Title:___________________________\n\n                                       13\n\n \n                                   EXHIBIT A\n\n                           DISTRIBUTION OBLIGATIONS\n                           ------------------------\n\n\nDistributor obligations under the Agreement are as follows:\n\n1.   Distributor shall promote the Software and Stamps.com during Phase III of\n     Stamps.com's beta-testing program.\n2.   Distributor shall market and make available for downloading the Software on\n     Distributor's World Wide Web site (the \"Officedepot Site\").\n3.   Distributor shall use good faith efforts to negotiate with Stamps.com the\n     terms of a point of purchase (\"POP\") advertising campaign in all of\n     Distributor's retail stores. As part of such POP advertising campaign,\n     Stamps.com will provide copies of a co-branded version of the Software on\n     CD-ROM to be used for distribution in Distributor's retail stores at no\n     charge. Stamps.com will provide the free postage offer that is described in\n     Section 6.7 of the Agreement (the \"Free Postage Offer\") will all such CD-\n     ROMs.\n4.   Distributor shall provide Stamps.com with preferred positioning of its\n     \"Free Postage\" logo hypertext link on the top half of the home page of the\n     Officedepot Site and promote Stamps.com as Distributor's preferred postage\n     provider. Distributor shall also place the \"Free Postage\" logo on each\n     other page of the Officedepot Site on which a reference to Stamps.com, the\n     Software, or both appears.\n5.   Distributor shall provide Stamps.com with the exclusive right to direct\n     market the Software and other products, via e-mail or direct mail, to\n     registered users of the Officedepot Site once per calendar quarter during\n     the Term (the \"Campaign\"). Distributor must approve the Campaign, which\n     approval will not be unreasonably withheld, and shall at all times maintain\n     control of, and access to, Distributor's list of registered users.\n     Stamps.com must submit all marketing materials to Distributor for\n     distribution to its registered users.\n6.   Distributor shall have the right to market Free Postage Offer as a special\n     promotion that Distributor secured on behalf of its customer base.\n     Stamps.com will provide Distributor's Customers with the Free Postage Offer\n     during the Term.\n7.   Distributor shall use commercially reasonable and good faith efforts to\n     promote the Software at appropriate trade and promotional events during the\n     Term.\n8.   Distributor shall negotiate with Stamps.com in good faith to develop a\n     comprehensive program for the distribution of the Software throughout\n     Distributor's existing retail and e-commerce fulfillment networks.\n\nStamps.com's obligations under this Agreement are as follows:\n\n1.   Stamps.com shall provide Distributor with Revenue Sharing fees, as\n     described in Section 5.2 of this Agreement, at a percentage no less than\n     the percentage Stamps.com pays to either Staples or Officemax from time to\n     time during the Term.\n2.   Stamps.com shall include Distributor's logo graphic on all postage printed\n     from the Software by Distributor's Customers.\n3.   Stamps.com shall provide and maintain a hypertext link from the Stamps.com\n     World Wide Web site (the \"Stamps.com Site\") to the Officedepot Site.\n4.   Stamps.com shall provide Distributor the right to market, once per calendar\n     quarter, Distributor's special discounted product offerings (the\n     \"Offerings\") in a Stamps.com promotional e-mail (the \"Promotion\")\n     distributed from time to time during the Term to its customer base who has\n     opted into the Promotion. Distributor's Offerings must be equivalent to a\n     $10 value and are subject to Stamps.com's approval. Stamps.com shall at all\n     times maintain control of, and access to, Stamps.com's list of registered\n     users.\n\n                                      A-1\n\n \n                                   EXHIBIT B\n\n                      STANDARD SOFTWARE LICENSE AGREEMENT\n                      -----------------------------------\n                                        \nSTAMPS.COM, INC. END-USER SOFTWARE LICENSE AGREEMENT FOR STAMPS.COM INTERNET\nPOSTAGE SINGLE-USER VERSION\n\n                          IMPORTANT:  READ CAREFULLY\n                      BEFORE OPENING THE SEALED ENVELOPE\n\nTHIS PRODUCT CONTAINS CERTAIN COMPUTER PROGRAMS AND OTHER PROPRIETARY MATERIAL,\nTHE USE OF WHICH IS SUBJECT TO THIS END-USER SOFTWARE LICENSE AGREEMENT.\nOPENING THE SEALED ENVELOPE CONSTITUTES YOUR AND (IF APPLICABLE) YOUR COMPANY'S\nASSENT TO AND ACCEPTANCE OF THIS END-USER SOFTWARE LICENSE AGREEMENT (THE\n\"LICENSE\" OR \"AGREEMENT\").  IF YOU DO NOT AGREE WITH ALL OF THE TERMS, YOU MUST\nNOT USE THIS PRODUCT.  WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR\n                                           ---                                  \nENFORCEABILITY OF THIS AGREEMENT, AND NO SOLICITATION OF SUCH WRITTEN APPROVAL\nBY OR ON BEHALF OF STAMPS.COM, INC. (\"STAMPS.COM\") SHALL BE CONSTRUED AS AN\nINFERENCE TO THE CONTRARY.  IF THESE TERMS ARE CONSIDERED AN OFFER BY\nSTAMPS.COM, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.\n\nLICENSE AND WARRANTY:\nThe Software which accompanies this License (the \"Software\") is the property of\nStamps.com, and is protected by state, federal, and international copyright law.\nAlthough Stamps.com continues to own the Software, you will have certain rights\nto use the Software after your acceptance of this License. Except as may be\nmodified by a license addendum which accompanies this License, your rights and\nobligations with respect to the use of this Software are as follows:\n\n1.   YOU MAY:\n\nA.   Use only one copy of any version of the Software contained on the enclosed\n     CD-ROM or floppy disk or downloaded from the Internet or any other online\n     source on a single computer;\n\nB.   Install the Software from its original distribution medium onto another\n     computer so long as any other copies of the Software are deleted or\n     otherwise made irreversibly inoperative;\n\nC.   Make one copy of the Software for archival purposes; and\n\nD.   Distribute unmodified and unregistered copies of the Software on the\n     original distribution medium for non-commercial use.\n\n2.   YOU MAY NOT:\n\nA.   Use the Software to purchase or print evidence of United States postage\n     until and unless you have been issued a Postal Meter License by the United\n     States Postal Service;\n\nB.   Sublicense, rent or lease any portion of the Software;\n\nC.   Reverse engineer, decompile, disassemble, modify, translate, make any\n     attempt to discover the source code of the Software, or create derivative\n     works from the Software;\n\n                                      B-1\n\n \nD.   Copy or move any version of the Software after it has been installed and\/or\n     registered to another computer;\n\nE.   Use the Software to commit or attempt to commit any form of fraud against\n     or engage in any form of criminal activity involving the United States\n     Postal Service or related agencies and organizations;\n\nF.   Authorize or allow other persons or entities to use the Software unless\n     such persons are members of your immediate family or household;\n\nG.   Make known or allow to be made known information relating to Software\n     serial numbers, accounts, passwords, device identification numbers, or any\n     other information that could reveal or jeopardize the integrity of your\n     Stamps.com account; or\n\nH.   Install or use the Software on a computer located outside the United States\n     of America or its territories and possessions.\n\n3.   Warranty\n\nStamps.com warrants that the tangible media on which the Software is distributed\nwill be free from defects sixty (60) days from the date of delivery of the\nSoftware to you. Your sole remedy in the event of a breach of this warranty will\nbe that Stamps.com will, at its option, replace any defective media returned to\nStamps.com within the warranty period. Stamps.com does not warrant that the\nSoftware will not meet your requirements or that operation of the Software will\nbe uninterrupted or that the Software will be error-free.\n\nTHE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER\nEXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS\nFOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTY, GUARANTEE OR\nREPRESENTATION AS TO (1) THE ABILITY OF THE SOFTWARE TO PROCESS CALENDAR DATE\nVALUES, INCLUDING BUT NOT LIMITED TO, CALENDAR DATE VALUES FROM JANUARY 1, 1999\nTHROUGH AND BEYOND JANUARY 1, 2000, AND IN PROCESSING SUCH CALENDAR DATE VALUES,\nTO OPERATE IN ACCORDANCE WITH THE DOCUMENTATION, OR (2) WHETHER ANY OR ALL DATA\nFIELDS FOR CALENDAR DATE VALUES AND DATA ARE FOUR-DIGIT FIELDS CAPABLE OF\nINDICATING CENTURY AND MILLENNIUM OR ADDRESSING LEAP YEARS CORRECTLY.\n\nTHIS ABOVE WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS,\nWHICH VARY FROM STATE TO STATE.\n\n4.   Disclaimer of Damages\n\nREGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL\nPURPOSE, IN NO EVENT WILL STAMPS.COM BE LIABLE TO YOU FOR ANY SPECIAL,\nCONSEQUENTIAL, INDIRECT, OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST\nDATA ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF STAMPS.COM\nHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.\n\nSOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL\nOR CONSEQUENTIAL DAMAGES. SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO\nYOU.\n\n                                      B-2\n\n \nIN NO CASE SHALL STAMPS.COM 'S LIABILITY EXCEED THE PURCHASE PRICE FOR THE\nSOFTWARE. The disclaimers and limitations set forth above will apply regardless\nof whether you accept the Software.\n\n5.   U.S. Government Restricted Rights:\n\nIf your company is an agency of the United States government, as defined in FAR\nsection 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227-\n7014(a)(5) or otherwise, all software and accompanying documentation provided in\nconnection with this Agreement are \"commercial items,\" \"commercial computer\nsoftware,\" and\/or \"commercial computer software documentation.\"  Consistent with\nDFAR section 227.7202 and FAR section 12.212, any use, modification,\nreproduction, release, performance, display, disclosure or distribution thereof\nby or for the United States government shall be governed solely by the terms of\nthis Agreement and shall be prohibited except to the extent expressly permitted\nby the terms of this Agreement.\nUSE, DUPLICATION, OR DISCLOSURE BY THE UNITED STATES GOVERNMENT IS SUBJECT TO\nRESTRICTIONS AS SET FORTH IN SUBPARAGRAPH (C) (1) (II) OF THE RIGHTS IN\nTECHNICAL DATA AND COMPUTER SOFTWARE CLAUSE AT DFARS 252.227-7013 OR\nSUBPARAGRAPHS (C) (1) AND (2) OF THE COMMERCIAL COMPUTER SOFTWARE  RESTRICTED\nRIGHTS CLAUSE AT 48 CFR 52.227-19, AS APPLICABLE.\n\n6.   Export:\n\nYou may not export or re-export the Software outside the United States without\nStamps.com's express written consent.  In the event such consent is received,\nyou must comply with the U.S. Foreign Corrupt Practices Act and all export laws,\nrestrictions, national security controls and regulations of the United States\nand other applicable foreign agency or authority.  You shall not export or re-\nexport, or allow the export or re-export of the  Software, any component of\nSoftware, or any copy of the Software in violation of any such restrictions,\nlaws or regulations, or to Cuba, Libya, North Korea, Iran, Iraq, or Rwanda or to\nany Group D:1 or E:2 country (or any national of such country) specified in the\nthen current Supplement No. 1 to Part 740, or, in violation of the embargo\nprovisions in Part 746, of the U.S. Export Administration Regulations (or any\nsuccessor regulations or supplement), except in compliance with and with all\nlicenses and approvals required under applicable export laws and regulations,\nincluding without limitation, those of the U.S. Department of Commerce.\n\n7.   General\n\nThis Agreement will be governed by the laws of the State of California and any\napplicable federal law or Postal Regulations. This Agreement may only be\nmodified by a license addendum which accompanies this License or by a written\ndocument which has been signed by both you and Stamps.com. Should you have any\nquestions concerning this Agreement, or if you desire to contact Stamps.com for\nany reason, please write:\n\nStamps.com, Inc.\n2900 31st Street, Suite 150\nSanta Monica, CA 90405.\n\n                                      B-3\n\n \n                                   EXHIBIT C\n\n                            STAMPS.COM'S TRADEMARKS\n                            -----------------------\n                                        \n1.  \"S\" Design\n2.  \"S\" Design with \"Internet Postage\"\n3.  \"StampFX\"\n4.  \"stamps.com\"\n5.  \"Stamps for Home\"\n6.  \"Stamps for Office\"\n7.  \"Stamps for Networks\"\n8.  \"Stamps2000\"\n9.  \"Essurance\"\n\n*Free Postage Logo and trademark to be provided by Stamps.com\n\n                                      C-1\n\n \n                                   EXHIBIT D\n\n                               SOFTWARE PROGRAMS\n                               -----------------\n\n1.  USPS approved Stamps.com software\n\n                                      D-1\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8401],"corporate_contracts_industries":[9501],"corporate_contracts_types":[9613,9619],"class_list":["post-42253","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-office-depot-inc","corporate_contracts_industries-retail__misc","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42253","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42253"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42253"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42253"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42253"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}