PostCanary Terms of Service

1) Acceptance of Terms

These Terms of Service ("Terms") govern your access to and use of PostCanary's website, applications, and services (collectively, the "Service"). By creating an account, checking the acceptance box, or accessing or using the Service, you agree to these Terms. If you are using the Service on behalf of an entity, you represent that you have authority to bind that entity; "Customer" refers to that entity and its Authorized Users.

2) Definitions

"Customer Data" means data, files, and content (including CRM data and direct-mail files) that Customer or its Authorized Users upload or otherwise make available to the Service.

"Output" means results, analyses, match lists, scores, metrics, and reports generated for Customer from Customer Data.

"Service Data" means data relating to the operation of the Service and your use (e.g., logs, diagnostics, usage analytics).

"Aggregated/De-identified Data" means data derived from Customer Data or Service Data that has been aggregated and/or de-identified so it cannot reasonably be used to identify Customer, any individual, or Customer's confidential information.

"Authorized User" means an individual Customer permits to access the Service under Customer's account.

3) Accounts & Eligibility

You must provide accurate account information and keep it current. You are responsible for all activities under your account and for maintaining the confidentiality of your credentials. You will ensure your Authorized Users comply with these Terms.

4) Customer Data; Ownership & License

As between the parties, Customer owns all right, title, and interest in and to Customer Data and Output. PostCanary, Inc. owns the Service, its software, models, templates, and all related intellectual property.

License to Process. Customer grants PostCanary, Inc. a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Customer Data and Output solely to provide, maintain, secure, and support the Service and to prevent or address service, security, or technical issues.

Aggregates. PostCanary, Inc. may create, use, and disclose Aggregated/De-identified Data for analytics, benchmarking, and to improve and develop the Service, provided it does not identify Customer or disclose Customer's Confidential Information.

Retention & Deletion. Except as required by law, PostCanary, Inc. will retain Customer Data only for as long as needed to provide the Service and as stated in these Terms. Upon termination or Customer's written request, PostCanary, Inc. will delete Customer Data within a commercially reasonable period (typically 30–60 days), except for system backups retained on standard cycles.

5) Confidentiality

"Confidential Information" means non-public information disclosed by either party that is marked or reasonably understood to be confidential, including Customer Data, Output, and non-public product information.

A party will (a) use the other party's Confidential Information only to perform under these Terms; (b) not disclose it to third parties except to its personnel and subprocessors who need to know and are bound by confidentiality obligations at least as protective; and (c) protect it using commercially reasonable safeguards.

Exclusions include information that is public without breach, already known without restriction, independently developed, or rightfully received from a third party. A party may disclose Confidential Information when required by law with reasonable prior notice (if legally permitted). These obligations survive 3 years (trade secrets for as long as protected by law).

6) Data Protection; Processing of Personal Information

PostCanary, Inc. acts as a service provider/processor with respect to personal information contained in Customer Data and will process it only on Customer's documented instructions to provide the Service; PostCanary, Inc. will not "sell" or "share" such personal information as those terms are defined under applicable privacy laws.

PostCanary, Inc. will impose equivalent obligations on its subprocessors and provide reasonable assistance to Customer for responding to privacy rights requests and meeting legal obligations proportionate to the Service. A separate Data Processing Addendum ("DPA") forms part of these Terms and is incorporated by reference.

7) Security & Incident Notice

PostCanary, Inc. implements administrative, technical, and physical safeguards designed to protect Customer Data, including encryption in transit and access controls.

If PostCanary, Inc. becomes aware of unauthorized access to Customer Data in its possession, it will notify Customer without undue delay and provide information reasonably available to assist Customer in meeting any legal obligations.

Customer is responsible for securing its systems, devices, and Authorized User access (including strong passwords and role-based access).

8) Acceptable Use & Prohibited Data

Customer will not, and will not permit any third party to:

• use the Service in violation of law;
• upload or process Sensitive Data, including protected health information (PHI), payment card data, government IDs (e.g., SSNs), biometric templates, or children's data;
• attempt to probe, scan, or test the vulnerability of the Service or circumvent any security or access control;
• reverse engineer, decompile, or create derivative works of the Service;
• use the Service to build, train, or improve a competing product; or
• interfere with Service integrity or performance.

Marketing Compliance. Output is probabilistic and is provided for analytics/operational purposes. Customer is solely responsible for all marketing or outreach performed using Customer Data or Output (including compliance with the TCPA, CAN-SPAM, and any consent or suppression rules for calls, texts, emails, or mailings).

9) Third-Party Services & Subprocessors

The Service may interoperate with or rely on third-party services (e.g., authentication, payments). Use of third-party services may be subject to their own terms.

PostCanary, Inc. uses subprocessors to provide the Service; a current list of material subprocessors will be made available at a "Subprocessors" page and may be updated from time to time. PostCanary, Inc. will provide advance notice of material changes and, where required, a reasonable opportunity to object; if an objection cannot be resolved, Customer may terminate the affected Service as its sole remedy.

10) Plans, Fees, and Billing

Fees. The subscription fee is $0. Physical-mail sends and optional custom-design work are charged as pay-as-you-go line items. Prices and quantities are shown before payment.

Billing & Taxes. Fees are billed in advance per term; usage charges are typically billed in arrears. Fees are exclusive of taxes; Customer is responsible for applicable taxes, except taxes on PostCanary, Inc.'s net income.

Payment & Refunds. Physical-mail sends are paid at campaign checkout, before fulfillment starts. Custom-design fees are charged at the campaign checkout that includes the design; no payment is taken when a design is requested. Refunds are not automatic. Contact support@postcanary.com to request operator review. Except where required by law or expressly approved, fees are non-refundable.

Late Payments. Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law, and PostCanary, Inc. may suspend the Service after reasonable notice for non-payment.

Changes. PostCanary, Inc. may modify plan features or pricing on renewal with reasonable prior notice.

11) Trials, Beta, and Free Features

Trials, beta, or free features are provided "AS IS," may be suspended at any time, and may be subject to additional terms. Usage limits or fair-use policies may apply.

12) Availability; Support

PostCanary, Inc. will use commercially reasonable efforts to make the Service available, excluding planned maintenance and events beyond reasonable control. Standard support is provided during business hours via support@postcanary.com.

13) Output; Disclaimers

Output is generated from Customer Data using probabilistic matching and other analytical methods and may contain inaccuracies.

THE SERVICE AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." EXCEPT AS EXPRESSLY STATED, PostCanary, Inc. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

14) Indemnification

Customer Indemnity. Customer will defend and indemnify PostCanary, Inc. and its affiliates against third-party claims arising from Customer Data, Customer's use of the Service in violation of law or these Terms, or Customer's marketing communications or practices.

PostCanary, Inc. Indemnity. PostCanary, Inc. will defend and indemnify Customer against third-party claims alleging that the Service, as provided by PostCanary, Inc. to Customer, infringes any U.S. intellectual-property right, and will (at its option) procure rights, modify, or replace the Service to resolve the claim. If none is commercially reasonable, PostCanary, Inc. may terminate the affected portion of the Service and refund prepaid fees for the terminated portion.

This section does not apply to claims arising from Customer Data, combinations not provided by PostCanary, Inc., or use outside the scope of these Terms. These are the parties' sole and exclusive remedies for such IP claims.

15) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

EXCEPT FOR (A) A PARTY'S IP INDEMNITY OBLIGATIONS, (B) WILLFUL MISCONDUCT, OR (C) BREACH OF CONFIDENTIALITY, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO PostCanary, Inc. FOR THE SERVICE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

16) Term; Suspension; Termination; Data Return/Deletion

Term. These Terms apply from account creation or first use and continue until terminated.

Suspension. PostCanary, Inc. may suspend access with reasonable notice for (i) non-payment, (ii) security risk, (iii) violation of these Terms, or (iv) requests by law enforcement.

Termination. Either party may terminate for material breach if not cured within 30 days after written notice. Customer may terminate at any time as described in Section 10.

Data Return/Deletion. Upon termination, Customer may export Output and Customer Data using available tools or by request. PostCanary, Inc. will delete Customer Data in accordance with Section 4 and its data-retention practices.

17) Changes to the Service or Terms

PostCanary, Inc. may make commercially reasonable changes to the Service. For material changes to these Terms, PostCanary, Inc. will provide at least 30 days' advance notice, and the changes will take effect at the next renewal. If Customer objects, Customer may terminate before the effective date; continued use after the effective date constitutes acceptance.

18) Governing Law; Dispute Resolution; Class Waiver

These Terms are governed by the laws of the State of Minnesota, excluding conflicts-of-law rules. Any dispute will be resolved by binding arbitration under the AAA Commercial Rules by a single arbitrator seated in Minneapolis, MN. Either party may seek individual relief in small-claims court with jurisdiction.

CLASS ACTIONS AND CLASS ARBITRATIONS ARE NOT PERMITTED. You may opt out of arbitration by sending written notice to support@postcanary.com within 30 days of first acceptance of these Terms.

19) DMCA (If You Host User Content)

If the Service allows users to post content publicly (e.g., forums), PostCanary, Inc. will designate a DMCA agent and follow the notice-and-takedown process. Details will be published on the site.

20) Force Majeure

Neither party is liable for delay or failure due to events beyond reasonable control, including acts of God, internet failures, power outages, labor disputes, and governmental actions.

21) Assignment

Either party may assign these Terms in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee is not a direct competitor and assumes all obligations. Other assignments require the other party's consent, not unreasonably withheld.

22) Entire Agreement; Order of Precedence; Waiver; Severability

These Terms (together with any order document, the DPA, and policies referenced herein, including any Acceptable Use Policy and Privacy Policy) constitute the entire agreement and supersede all prior agreements regarding the Service. In case of conflict, an order document prevails over these Terms. Failure to enforce a provision is not a waiver. If any provision is unenforceable, the remainder will remain in effect.

23) Notices

Notices must be sent by email to support@postcanary.com and are deemed given when sent (customer notices to PostCanary, Inc.) or when PostCanary, Inc. posts within the Service or sends to the email on Customer's account (notices to Customer). Legal notices and DMCA notices should be addressed as specified on the site.