Open Letter Marketing

Terms of Service

These Terms and Conditions (“Terms”) are made available by Open Letter Marketing LLC, a Massachusetts limited liability company (“Provider”), for acceptance by the customer identified in the applicable separate order form, online ordering flow, statement of work, or similar ordering document issued or made available by Provider (“Customer”). These Terms are click-through terms and apply to each Order Form accepted by Customer. By clicking to accept, electronically accepting, signing or submitting an Order Form, paying any Fees, accessing the Platform, or using the Services, Customer agrees to be bound by the applicable Order Form, these Terms, Provider’s Privacy Policy, and any other policies, service-specific terms, or supplemental terms referenced or linked in the applicable Order Form.

1.0 Order Forms; Services

2.0 Grant of License; Intellectual Property

  1. Subject to Customer’s compliance with these Terms and the applicable Order Form, Provider grants Customer a limited, non-exclusive, non-transferable, revocable right to access and use the purchased Services, Platform, and Provider’s website solely for lawful business purposes during the applicable term.
  2. Subject to this Agreement, Customer grants Provider a non-exclusive, worldwide, royalty-free right to access, use, host, process, transmit, and otherwise use Customer Materials solely as necessary to provide, operate, maintain, secure, support, and improve the Services and fulfill Provider’s obligations under this Agreement.
  3. Customer retains all right, title, and interest in and to its Customer Materials (defined below). Provider, and its licensees, retain all right, title, and interest in and to the Services, including the Platform, Licensed Data, and all related software, templates, tools, workflows, documentation, know-how, processes, methodologies, enhancements, modifications, derivative works, and aggregate or de-identified data. Customer may provide suggestions, comments, or other feedback regarding the Services, and Provider may use, incorporate, and exploit such feedback without restriction or obligation to Customer.
  4. All content made available through Provider’s website, Platform, or Services, including text, graphics, photographs, logos, page layouts, code, software, and derivative rights, is owned by Provider or its licensors and is protected by applicable intellectual-property laws. Without Provider’s prior written consent, Customer shall not reproduce, duplicate, copy, sell, resell, frame, exploit, or use Provider’s trademarks, logos, proprietary graphics, metadata, or hidden text. Customer may link to Provider’s website home page only if the link does not portray Provider or its products or services in a false, misleading, derogatory, or offensive manner.

    3.0 Customer Account; Restrictions

  5. Customer is solely responsible for all activity under its accounts, credentials, API keys, webhook endpoints, and integrations, and shall comply with applicable U.S. laws and regulations in connection with the use of the Services, including privacy laws and export control laws. Customer shall: (i) notify Provider promptly upon becoming aware of any unauthorized use of the Services; (ii) immediately report to Provider, and use reasonable efforts to stop, any copying, distribution, or misuse of the Services that becomes known or suspected by Customer or Customer’s users; and (iii) not impersonate another user or provide false identity information to gain access to or use the Services.
  6. Customer shall not reverse engineer, copy, modify, create derivative works from, benchmark, scrape, misuse, resell, sublicense, circumvent metering or rate limits, avoid fees, or use the Services to build or assist a competing product or service, except as expressly permitted in an Order Form.

    4.0 Acceptable Use

    Customer shall not, and shall not permit any user, End User, or third party to use the Services, Platform, Licensed Data, API, SDK, webhooks, or related offerings to: (i) violate any applicable law, regulation, postal requirement, or third-party right; (ii) transmit, store, process, mail, publish, or distribute unlawful, fraudulent, misleading, defamatory, infringing, threatening, offensive, or harmful content; (iii) send unsolicited communications in violation of applicable law; (iv) introduce malicious code, malware, viruses, or other harmful technology into the Services; (v) impersonate any person or entity or misrepresent the source, origin, or authorization of any communication, mailing, order, or data; (vi) interfere with, disrupt, or compromise the security, integrity, availability, or operation of the Services or any third-party systems; or (vii) use the Services in a manner that could reasonably be expected to expose Provider to legal, regulatory, reputational, or operational risk.

    Provider may investigate suspected violations of this Section and may suspend, reject, remove, or refuse any order, content, Customer Materials, account, credential, integration, or activity that Provider reasonably believes violates this Agreement, applicable law, or Provider’s acceptable use requirements. Provider may cooperate with law enforcement and regulatory authorities as required by applicable law.

    5.0 Customer Materials

  7. Customer is solely responsible for all mailing lists, data, content, creative materials, offers, claims, approvals, instructions, and orders submitted to Provider (“Customer Materials”).
  8. Customer Lists. Customer mailing lists remain Customer’s property. Provider will use them only as instructed and will take reasonable measures to protect their confidentiality. Customer or its list vendor must maintain a duplicate copy. To the extent permitted by law, Provider is not responsible for loss or reprocessing costs caused by fire, vandalism, theft, system failure, or other events outside Provider’s reasonable control. Provider will not sell or offer Customer’s list for use by another party.
  9. Standardization and Validation. Provider may standardize and validate uploaded lists and append ZIP+4 information to improve formatting and deliverability.
  10. Duplicates and Move Update. Unless otherwise instructed or stated in the Order Form, Provider does not remove duplicate names or addresses. Provider may provide processing intended to support USPS Move Update requirements but does not guarantee that any particular number or percentage of records will be corrected.
  11. Formatting. Provider accepts CSV, XLS, and XLSX files for mailing-data compilation. Reformatting may be billed at $75 per hour. Provider will notify Customer before charging for material conversion or formatting work.
  12. Undeliverable and Returned Mail. Provider does not guarantee delivery to every address and is not responsible for undeliverable or returned pieces from a Customer-supplied list, even if CASS, NCOA, or other address-processing services have been performed.
  13. Provider may refuse or halt any job that Provider reasonably believes violates this Agreement, applicable law, or postal requirements.

    Provider may use Customer Materials or display completed work for promotional, marketing, portfolio, case study, or sample purposes only with Customer’s prior written consent.

    6.0 Proofs; Customer Approval; Product Variations

  14. Proof Timing. When a proof is required, Provider generally aims to send it within twenty-four (24) hours after receiving a complete order and usable files, but this timing is an estimate unless Provider agrees otherwise in writing. Customer is responsible for monitoring its inbox and spam folder and for contacting if a proof is not received.
  15. Customer Review and Approval. Customer must independently and thoroughly review each proof, including layout, bleeds, crops, copy, spelling, punctuation, spacing, images, merge fields, variable data, list data, return addresses, and other order details. Proof approval confirms that Customer accepts all content shown in the proof. After approval, no further changes may be made.
  16. Product Variations. Real Penned and other handwriting products may differ from digital previews. Minor smudging, ink variation, or splatter may occur and is considered a normal characteristic of the product. Provider does not guarantee a particular Forever Stamp design, and substitution of another valid stamp design does not affect mailability or delivery.

    7.0 Production Time; Shipping and Delivery

  17. Production Time. Production time begins only after Provider receives full payment, final proof approval, and all complete, print-ready source files and data. Unless Provider expressly states otherwise in writing, production, turnaround, delivery, and transit dates are estimates only, exclude weekends, Provider holidays, design time, mailing time, shipping time, and carrier transit time, and are not guaranteed.
  18. Shipping and Delivery. Provider is not responsible for carrier delays, USPS delivery time, shipping costs, loss, theft, damage, severe weather, equipment failures, carrier disruptions, customs, duties, taxes, or shipping-related legal compliance. Risk of carrier-caused loss or damage passes to Customer when the carrier takes possession. Provider does not track shipments using Customer-selected custom shipping options. For missing or damaged orders, Customer must contact info@openlettermarketing.com or 978-269-0245 and provide the order number.

    8.0 Fees, Wallet, Taxes, and Payment

  19. Customer shall pay all fees, expenses, and other amounts for products and Services, including processing, printing, postage, shipping, mailing, data, design, and applicable add-ons, as stated in the applicable Order Form or otherwise presented at the time of order (collectively, the “Fees”).
  20. To access the Platform, Customer must pay the annual Platform Rate and or the Software Subscription as specified in the applicable Order Form.
  21. Unless Provider has approved written credit terms in a separate agreement signed by both parties, all Fees are due when an order is submitted. Customer shall pay all Fees without setoff, deduction, withholding, or chargeback. Overdue undisputed amounts accrue lawful interest at 1.5% per month or the maximum lesser amount permitted by law, and Customer shall reimburse Provider for all collection costs and reasonable attorneys’ fees incurred to collect overdue amounts. Returned checks are subject to a $25 fee.
  22. Store Credit. If Customer is utilizing a wallet or store credit, Customer must maintain sufficient funds in its wallet or available store credit, as specified in the applicable Order Form, before any order can be released to production. Customer authorizes Provider to charge, fund, or replenish the wallet as necessary to process and fulfill orders submitted through Customer’s account, credentials, API keys, or integrations. Store credit is nontransferable, has no cash value, and may be used only by the account to which it was issued. Unless Provider states otherwise in writing, store credit does not expire and may be applied to eligible Provider products or Services. Purchases of store credit are nonrefundable.
  23. All Sales Final; Order Cancellations. All sales are final. Provider does not provide cash refunds, including for postage, data, designs, undeliverable mail, returned mail, subscriptions, add-ons, or other products or Services, except where required by law. An order may not be canceled for a cash refund. If Provider approves a cancellation before proof approval, Provider may issue store credit for the amount paid, less discounts and any costs already incurred. No cancellation, refund, or store credit is available after proof approval or after production, processing, printing, mailing, shipping, data work, design work, or another ordered Service has begun, whichever occurs first.
  24. Subscriptions. Canceling a subscription stops future renewal charges but does not refund or credit charges already paid or incurred. Any minimum term, notice requirement, or other subscription commitment stated in an Order Form or separate agreement remains enforceable.
  25. Provider may suspend production, mailing, delivery, account access, Services, or future orders immediately for unpaid amounts, failed payment methods, insufficient wallet funds or store credit, suspected misuse, or risk to Provider’s systems or operations. Provider shall use reasonable efforts to provide prior notice where possible.
  26. Fees are exclusive of taxes, and Customer is responsible for all applicable sales, use, excise, postal, and similar taxes other than taxes on Provider’s net income.

    9.0 USPS Adjustments; Reserved Capacity

  27. Unless otherwise stated, postage is included in the applicable per-piece rate. USPS rate changes apply automatically to affected rates upon effectiveness, without a signed amendment. Provider will use commercially reasonable efforts to notify Customer of adjusted rates, but notice is not a condition to the adjustment.
  28. If an Order Form specifies a minimum committed volume, Customer's agreement to that commitment entitles Customer to reserved production capacity, locked pricing, and priority access within Provider's print network during the applicable term. Only mail pieces that are ordered, paid for, and released to production before the end of the then-current Term, will be credited toward the minimum committed volume. Upon expiration of the commitment period, Customer will be charged for any unused portion of the minimum committed volume at the Unused Capacity Rate stated in the applicable Order Form. The parties agree that such charge constitutes payment for capacity reserved for Customer's benefit and does not constitute damages, a penalty, liquidated damages, or any other form of breach-related remedy.

    10.0 Change Orders

    Any material change to the scope, assumptions, timing, entitlements, integrations, rate card, committed volume, or other commercial terms of an Order Form requires a written change order signed or accepted by both parties (a “Change Order”). Provider may defer work affected by a requested change until the parties agree on the Change Order, including any related Fee or timeline adjustments. If both parties do not agree on and execute a Change Order, Provider shall continue to provide the Services as specified in the Order Form.

    11.0 Developer Tools; API; Webhooks

  29. If Customer’s elected services, as documented in the applicable Order Form, include SDK, API, or webhook access, Customer is responsible for all use of those tools and all resulting orders, charges, wallet funding, data transfers, and activity. Customer hereby acknowledges that API calls may create paid mail orders and trigger wallet funding without separate human approval. Customer authorizes Provider to fulfill and charge for orders submitted through Customer’s credentials, including bulk operations, and waives dispute and reversal rights for amounts applied to orders released to production.
  30. Customer bears sole responsibility for securing its API keys, credentials, systems, and webhook endpoints and shall promptly revoke or rotate credentials upon suspected compromise. Provider is not liable for data delivered to an endpoint configured by Customer or for Customer’s failure to verify signatures, secure endpoints, or handle duplicate, delayed, failed, or out-of-order webhook events.

    12.0 Customer Representations and Obligations

  31. Customer represents and warrants that it has all rights, permissions, notices, consents, and legal bases required for Provider to process Customer Materials and provide the Services. Customer is responsible for its privacy policies, data sources, suppression lists, do-not-mail obligations, and compliance with applicable privacy, advertising, consumer protection, postal, and data broker laws. Provider may process Customer Materials as necessary to provide, secure, support, and improve the Services.
  32. If Customer submits content, Customer represents that it owns or controls the necessary rights, that the content is accurate, and that its use will not violate any third-party rights or cause injury. Customer may report suspected copyright or trademark infringement to info@openlettermarketing.com.
  33. Customer may not use Licensed Data for any use other than that specified in the Order Form. Customer shall not sublicense, resell, reuse, compile, enhance, transfer, use for eligibility determinations, use for digital display advertising or data onboarding, reference selection criteria or data source in marketing pieces, use telephone number data in mail pieces, or use Licensed Data with artificial intelligence or machine learning systems except as expressly permitted by Provider in writing. Customer shall delete or otherwise destroy all Licensed Data in its possession upon termination or expiration of the applicable Order Form or this Agreement, whichever comes first.
  34. Customer shall timely provide all information, Customer Materials, approvals, access, and cooperation reasonably required for Provider to perform the Services. Provider is not responsible for delays, errors, costs, or failures caused by Customer’s delay, inaccurate information, defective Customer Materials, rejected payments, failed funding, unavailable systems, or failure to cooperate.

    13.0 Confidentiality

    Each party shall protect the other party’s non-public business, technical, financial, customer, product, pricing, security, and operational information (collectively, the “Confidential Information”) using at least reasonable care and shall use such Confidential Information solely as necessary to perform or receive the Services, or as otherwise expressly permitted under these Terms. Confidential Information does not include information that, at the time of disclosure is: (i) in the public domain not through act of the receiving party; (ii) rightfully known to the receiving party at the time of disclosure; (iii) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (iv) independently developed by the receiving party as demonstrated by competent evidence. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure shall, to the extent permitted by law, provide the other party with prior written notice and cooperate with such other party in its efforts to resist such disclosure. Each party’s obligations of confidentiality, non-use, and non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the receiving party; provided, however, with respect to any Confidential Information that constitutes a trade secret under applicable law, such obligations shall survive the termination or expiration of these Terms for so long as they remain subject to trade secret protection.

    14.0 Warranties; Disclaimers

  35. Provider warrants that it will perform the Services in a professional and workmanlike manner.
  36. Provider will reproduce submitted print-ready files as closely as reasonably possible, but exact color, density, paper, material, finish, or appearance is not guaranteed. Variations may result from printing processes, neighboring ink requirements, equipment, electronic proof displays, conversions from RGB or Pantone to CMYK, supply availability, or differences between production runs. Electronic proofs predict layout, text, image proportion, and placement, but not exact color or density. Color or material variations within normal commercial tolerances are not defects and do not qualify for a refund, credit, or reprint. Provider may substitute reasonably comparable paper or materials when the specified stock is unavailable.
  37. EXCEPT FOR THE LIMITED WARRANTY STATED ABOVE IN SECTION 14(A), THE SERVICES, PLATFORM, DEVELOPER TOOLS, BETA FEATURES, LICENSED DATA, DATA SERVICES, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PROVIDER DISCLAIMS ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROVIDER DOES NOT GUARANTEE THAT THE SERVICES, PLATFORM, OR LICENSED DATA WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT CUSTOMER WILL ACHIEVE ANY MARKETING RESULT, RESPONSE RATE, DELIVERY OUTCOME, USPS PERFORMANCE, OR OTHER RESULT FROM USING THEM.

    15.0 Indemnification

  38. Provider Indemnification. Provider shall defend Customer against any third-party claim alleging that the Services, as provided by Provider and used by Customer in accordance with these Terms, infringe or misappropriate a United States patent, copyright, trademark, or trade secret, and shall pay any damages finally awarded against Customer by a court of competent jurisdiction or agreed to in a settlement approved by Provider. Provider shall have no obligation under this Section 15(a) to the extent a claim arises from (i) Customer Materials; (ii) specifications, instructions, or requirements provided by or on behalf of Customer; (iii) modifications to the Services not made by Provider; (iv) the combination of the Services with products, services, data, or materials not provided by Provider, if the claim would not have arisen but for such combination; (v) use of the Services in violation of these Terms; or (vi) third-party materials.
  39. Customer Indemnification. Customer shall defend, indemnify, and hold harmless Provider and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (i) Customer Materials; (ii) Customer’s or its End Users’ use of the Services; (iii) Customer’s violation of applicable law; (iv) Customer’s products or services; (v) Customer’s instructions, specifications, or requirements; or (vi) any allegation that Customer Materials infringe, misappropriate, or otherwise violate the intellectual property, privacy, publicity, or other rights of a third party.

    16.0 Limitation of Liability

    NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING ANY LOST PROFIT, LOST REVENUE, LOST GOODWILL, OR INDIRECT DAMAGES.

    PROVIDER’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, ANY ORDER FORM, OR THE SERVICES, PLATFORM, OR LICENSED DATA SHALL NOT EXCEED THE FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

    17.0 Term; Suspension; Termination

  40. Term. These Terms begin on the date Customer first accepts an Order Form or otherwise assents to these Terms and continue for so long as any Order Form remains in effect or Customer uses the Services. Each Order Form continues for the term stated in that Order Form.
  41. Termination. Neither party may terminate these Terms or any Order Form for convenience. Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice, except that non-payment must be cured within ten (10) days. Provider may suspend Services in accordance with Section 8.0. Customer’s continued access to or use of the Services after termination of these Terms or the applicable Order Form is not authorized.
  42. Effect of Termination. Upon expiration or termination, Customer shall immediately cease using the Services and pay all Fees due, including amounts for orders released to production, non-cancellable commitments, wallet funding obligations, and reserved capacity amounts. If Provider terminates for cause, all Fees for the remaining term, including Unused Capacity Rate Fees on committed volume, become immediately due. Provider may retain copies of Customer Materials and Confidential Information as required for legal, archival, backup, audit, security, or compliance purposes, subject to these Terms.

    18.0 Force Majeure

    Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including labor disruption, supplier failure, inability to obtain materials, hosting or network failures, USPS disruption, postal regulatory changes, paper or material supply failure, governmental action, natural disaster, war, terrorism, civil unrest, epidemic, or other force majeure event. Payment obligations are not excused by force majeure.

    19.0 Notices

    Notices must be in writing and delivered by personal delivery, reputable overnight courier, certified mail, or email to the addresses stated in the applicable Order Form or this Agreement. Email notices are deemed given upon transmission if sent to the designated notice address and no bounceback or delivery failure is received.

    20.0 Insurance; Independent Contractor; Non-Solicitation

    Each party shall maintain insurance coverage customary for companies of similar size, risk profile, and activities. The parties are independent contractors, and neither party may bind the other. During the term and for twelve (12) months thereafter, neither party shall knowingly solicit for employment or engagement the other party’s employees or contractors who were materially involved in the Services, excluding general solicitations not targeted at such individuals.

    21.0 Assignment; Subcontractors

    Customer may not assign this Agreement or any Order Form without Provider’s prior written consent. Provider may assign this Agreement or any Order Form without Customer consent in connection with a merger, acquisition, reorganization, financing, sale of equity, sale of assets, or other corporate transaction. Provider may use subcontractors and service providers, including print partners, hosting providers, data providers, and payment processors, provided Provider remains responsible for overall performance of the Services.

    22.0 Choice of Law; Venue

    This Agreement is governed by the laws of the Commonwealth of Massachusetts, without regard to conflict of laws rules. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Massachusetts for any dispute arising out of or relating to this Agreement, except that Provider may bring an action for collection or injunctive relief in any court of competent jurisdiction.

    23.0 Survival; Entire Agreement; Counterparts

    Sections that by their nature should survive will survive expiration or termination. These Terms, together with each separate Order Form and all incorporated terms, are the entire agreement between the parties regarding their subject matter and supersede prior discussions and agreements. Any amendment must be in writing and signed, electronically accepted, or otherwise accepted through a click-through or similar electronic process made available by Provider. Electronic acceptance records, including click-through records, account activity, order submissions, and usage records, are effective to evidence Customer’s acceptance of these Terms, the applicable Order Form, and any incorporated terms.