Reseller agreement

Effective starting: February 18, 2025

This Postman Reseller Agreement (“Agreement”) is entered into by and between Postman, Inc. ("Postman" or "we"), a Delaware corporation with an address of 201 Mission Street, Suite 2375, San Francisco, CA 94105 and the applicable reseller ("Reseller” or "you"). Individually, either of us may be referred to as a “party” and together as the “parties” to this Agreement. By placing an Order for one or more Postman Products with Postman, Inc. or a Postman affiliate, Reseller agrees to be bound by the version of this Agreement in effect on the Postman website as of the Effective Date of the Order and, if you are an individual accepting on behalf of your employer or another entity, you represent and warrant that you have read and understand this Agreement, agree to this Agreement on behalf of the party you represent and have full legal authority to bind your employer or such entity to this Agreement. If you do not agree to the terms of this Agreement, do not submit an Order to resell Postman Products.

Notwithstanding anything to the contrary herein, Postman reserves the right to modify this Agreement at its discretion by providing notice of material changes by email or posting an updated version on this website. If Reseller does not agree to, or cannot comply with this Agreement, it must stop reselling Postman Products.

This Agreement is non-binding on Postman until Postman accepts an Order submitted by Reseller according to the terms of Section 3 (Ordering). This Agreement shall apply to any Orders placed by Reseller for resale of subscription to, or license of, Postman Products.

2.1 Subject to all the terms and conditions of this Agreement including Postman's acceptance of the applicable Order, Postman hereby grants Reseller a revocable, nonexclusive right to (i) resell the Postman Products to end customers (“Customers”) that are bound in writing by a direct agreement with Postman or Postman's standard Terms of Service, located at https://www.postman.com/legal/terms/ (either referred to herein as the “Customer Agreement”), for such Customer's own internal use, subject to the applicable Usage Metrics, and (ii) use Postman branding elements solely in connection with identifying Reseller as an authorized ”reseller” or “distributor” of Postman Products in accordance with Section 8.2 (Postman Trademarks) below. No indirect sales are allowed and Reseller shall not act as a sub-licensor or provider of the Postman Products and has no right to embed the Postman Products, reframe, operate or administer the Postman Products.

2.2 Regional Considerations. Postman provides the Postman Products from data centers located in the United States and may add other hosting locations from time to time and Postman's subprocessors process data in various countries, see https://www.postman.com/legal/sub-processors/. Postman operations, support and other personnel who service and maintain the Postman Products may be located in any country where a Postman affiliate is established, as well as other countries determined by Postman. Reseller will take into account that the location where a Postman Product is hosted or where data may be processed may restrict or prohibit sales into some countries. The Parties acknowledge that country-specific terms may be requested by a Party to be added to an Order to address local legal requirements or business practice and such requests shall be considered by the other Party in good faith.

2.3 Customer Management. Reseller will be solely responsible for account-related activities with Customer such as invoicing, collections, and renewal and expansion negotiations. Reseller agrees to keep Postman informed as to any customer problems encountered with the Postman Products (of which Reseller is aware), and to communicate promptly to Postman any and all modifications, design changes or improvements of the Postman Products suggested by any customer, employee or agent.

2.4 Access and Use by Reseller. Employees of Reseller may, by permission of the Customer, be Authorized Users (as defined in the Customer Agreement) of the Customer's Postman Product account if acting as contractors to the Customer and provided that it shall use Customer's Postman Product Account (as defined in the Customer Agreement) strictly as an employee of Customer would access and use the Postman Product, and such access shall count toward Customer's Usage Metrics for the subscription. Reseller may not use the Postman Products for Reseller's own benefit, or on behalf of, or to provide any product or service to, third parties. If Reseller purchases any subscription or license to Postman Products for its own use, its use of such Postman Products will be governed by a separate customer-facing agreement between Reseller and Postman and not this Agreement.

2.5 Placing an Order under this Agreement does not enroll Reseller in any Postman Partner Program and the Parties will not undertake any joint development under this Agreement. Postman is not granting, and Reseller agrees that it has no rights, under this Agreement to use Postman Products or Postman Intellectual Property to provide implementation, training or other services to a Customer in connection with their use of the Postman Products (/“Postman Related Services/”). Reseller is encouraged to contact Postman if it would like to offer Postman Related Services. For information on Postman Partner Programs, please contact Postman and ask to speak with a representative of the channel program team.

2.6 Export Restrictions. Use and distribution of the Postman Products are subject to Export Laws. Without limiting the foregoing, Reseller agrees to comply with all applicable Export Laws and regulations. Reseller represents and warrants that it is not, and that it will not market or resell the Postman Products to any party that is, listed on any U.S., EU Member State, or UK government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S., EU Member State, or UK government embargo or that has been designated by the U.S. government as a “terrorist supporting” country (“Restricted Entity”) and (b) Reseller will not, and will not permit any of its Customers to, (i) access or use Postman Products from a country or territory, or otherwise, in violation of any U.S., EU Member State, or UK export embargo, prohibition or restriction (“Sanctioned Use”) or (ii) with any information controlled under the U.S. International Traffic in Arms Regulations.

2.7 During the term of this Agreement, if Reseller facilitates the distribution or provision of any product or service that is competitive with any of the Postman Products - it must immediately notify Postman in writing.

1. Ordering Process. Reseller must submit Orders using Postman's standard ordering process, as designated by Postman from time to time, which may, for example, be an order document signed by authorized representatives of each Party. Postman may reject any Reseller Order at its sole discretion for any reason. Each Order must specify the applicable Customer and its contact information, the Postman Products to be included, the subscription term(s), the Usage Metrics, and prices to be paid to Postman by Reseller. Each Order placed by Reseller must correspond to an ordering agreement between Reseller and the Customer (“Resale Agreement”) for the same list of Postman Products, the same Usage Metrics and must be clearly subject to the Customer Agreement. Any disparity between the Order and the Reseller's Resale Agreement with Customer will not be binding on Postman and Reseller shall be solely liable for any claims arising from such disparity in terms.

2. Auto-Flex. Unless otherwise agreed by Postman and expressly set forth in an Order, Reseller's Customers are not eligible to use Postman's Auto-Flex functionality and Reseller agrees to make that clear in the Reseller's agreement with each Customer.

3.In Scope Products. Postman reserves the right to change, modify or discontinue the Postman Products that Reseller may offer for sale at any time by either rejecting an Order submitted for such Postman Product or by providing notice to Reseller. If Postman discontinues the provision of a Postman Product for which a Customer has an active subscription, Postman will continue to provide such discontinued Postman Product for the remaining term of the Customer's committed subscription (as provided in the Order), not to exceed twelve months

4. Customer Agreements. Reseller is responsible for ensuring each Customer has entered into a Customer Agreement, at or before such Customer's purchase or use of the Postman Products, in a manner that is legally binding upon the Customer, based upon the local law applicable to the Customer. Reseller has no authority to (and shall not) modify, add or remove, or otherwise negotiate the terms of the Customer Agreement.

5. Customer Information. For each Order, Reseller will provide Postman with all relevant information reasonably requested by Postman about the Customer, which may include, but is not limited to the accurate address, email and phone number for a primary Customer contact, the countries for which use by Customer is authorized, and evidence the Order is subject to the Customer's applicable Customer Agreement. Some of the data may be regulated as personal data under Applicable Data Protection Law. Postman agrees to handle such information in accordance with the Postman Privacy Policy.

4.1 Prices, Taxes, and Payments. Prices payable to Postman by Reseller for the Postman Products are those set forth on Postman's then-current price list unless otherwise established in the Order or by written mutual amendment to this Agreement. Fees are nonrefundable and non-cancelable. Postman shall have the right, in its sole discretion, at any time to change such prices as applicable to new Orders and renewal terms with fifteen (15) days advance notice. Reseller will pay all taxes, duties and other governmental assessments including, without limitation, sales and use taxes, unless Reseller provides appropriate resale certificates. Payment shall be made in U.S. dollars unless otherwise mutually agreed. Unless otherwise set forth in the Order, Reseller shall pay all amounts invoiced within thirty (30) days from receipt of invoice. Other than as expressly set forth in Section 6.2 (Warranties for the Benefit of Customer), Postman will not issue any refunds to Reseller under this Agreement.

4.2 Customer Pricing and Disputes. Postman does not control what prices Reseller charges to Customers. Reseller may set such prices as it determines. Nonpayment by Customers to Reseller will not relieve Reseller of its obligations to pay fees to Postman under the Order. If Reseller is unable to collect fees from Customer when due for a Postman Product, Reseller may request that Postman suspend or terminate the Customer's subscription access to such Postman Product and Postman will consider such requests in good faith, provided that, in case of such dispute, Postman shall not be required to prevent Customer from accessing Customer's Data for download purposes or as otherwise required by applicable law.

4.3 Delivery. Postman will not deliver Postman Products listed in an Order to Reseller. Postman will deliver access, login or other instructions for initiating access to and use of the Postman Products directly to the Customer contact specified in the Order in accordance with Postman's standard procedures.

4.4 Records and Audit. Reseller shall maintain complete, up-to-date, and accurate records of transactions with Customers and performance under this Agreement including evidence that Customer has accepted the Customer Agreement. Reseller shall maintain such records for at least three years following expiration or termination of this Agreement. Upon reasonable advance notice of at least ten business days, Reseller shall make records available, during normal business houses in a manner intended to cause minimal disruption to Reseller's normal business activities, for review or audit by Postman or its representative to confirm compliance with this Agreement.

5.1 Reseller represents and warrants that (i) it has all right, power and authority to enter into this Agreement and performs its obligations hereunder, including, with regard to each Customer, the rights, permits and licenses that are appropriate and necessary to market and sell products and services in the country in which the Customer is located, and (ii) it will comply with good business practice and all laws applicable to its business in connection with performance of obligations under this Agreement (foreign and domestic), including Anti-Corruption Laws, Applicable Data Protection Laws, and Export Laws. Reseller expressly agrees that in sales and marketing of the Postman Products, it shall not provide, offer, or promise anything of value to any official, person or entity in violation of Anti-Corruption Laws. Reseller will abide by the Postman Community Code of Conduct with regard to communications and posting of content on the Postman web sites and platform (available at https://www.postman.com/legal/community-code-of-conduct/).

5.2 Reseller further represents, warrants, and agrees: (A) not to (i) disassemble, decompile or otherwise reverse engineer the Postman Products, or otherwise attempt to learn the source code, structure, algorithms or ideas underlying the Postman Products (provided that clause (i) shall not apply to the extent it is expressly prohibited by applicable law), (ii) copy or modify the Postman Products, (iii) except as authorized herein, remove any names, designations or notices from the Postman Products, or (iv) allow others to do any of the foregoing. All restrictions herein will also apply to all Postman-provided documentation and other materials; (B) it will avoid all misleading, disparaging, unethical and/or deceptive practices and will only provide Customers (and potential Customers) with accurate and positive information with respect to Postman and the Postman Products; (C) it will not make any statements to any Customer (or potential Customer) that purport to be by or on behalf of Postman or that may otherwise legally bind Postman (other than having the Customer execute the Customer Agreement); (D) to sell the Postman Products only to Customers that have entered into a binding Customer Agreement as required herein and who Reseller has confirmed are not Restricted Entities and who have not communicated intent for Sanctioned Use of the Postman Products.

6.1 Warranty Disclaimer. THE POSTMAN PRODUCTS, ANY SUPPORT, AND ALL OTHER SERVICES ARE PROVIDED BY POSTMAN “AS IS.” POSTMAN MAKES NO WARRANTIES TO RESELLER WITH RESPECT TO THE POSTMAN PRODUCTS OR ANY RELATED SERVICES PROVIDED BY POSTMAN AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT.

6.2 Warranties for the Benefit of Customer. Any product-related warranties by Postman are made directly by Postman to Customer in the Customer Agreement, and any refund Postman may agree to provide as a remedy for breach of such warranties will be, at Postman's sole discretion, either (a) issued as a refund or credit directly to the Customer in lieu of a refund or service credit to Reseller or (b) issued to Reseller, which Reseller shall promptly transfer to the Customer.

The parties hereto expressly understand and agree that Reseller is an independent contractor in the performance of every part of this Agreement, is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith. Postman is in no manner associated with or otherwise connected with the actual performance of this Agreement on the part of Reseller, nor with Reseller's employment of other persons or incurring of other expenses. Except as expressly provided herein, Postman shall have no right to exercise any control whatsoever over the activities or operations of Reseller.

8.1 Reservation of Rights. Neither Party grants the other Party any rights or licenses not expressly set forth in this Agreement. As between the parties, Postman have all right, title and interest in and to the Postman Products, content and information contained therein), marketing materials created by Postman and made available to Reseller, and documentation provided by Postman for the Postman Products, and will retain all rights, title and interest in and to all patents, copyrights, trade secrets, goodwill, and know-how relating to the Postman Products, Software and Postman Marks, all copies and derivative works thereof, now and in the future (“Postman Intellectual Property Rights”).

8.2 Postman Trademarks. Reseller will not use any of Postman's trademarks or logos without Postman's prior written consent in each instance, except as follows: Reseller may use the “POSTMAN” trademark and the then-current Postman logo images (together “Postman Marks”) found at https://www.postman.com/legal/logo-usage/ (“Trademark Guidelines”) in presentation and marketing materials consistent with identifying Reseller as a reseller of Postman Products, but always clearly articulating that Postman is the operator and provider of the Postman Products. Any such use of the Postman Marks must be in accordance with the Trademark Guidelines and other terms communicated by Postman in writing. Reseller will provide Postman with samples and a listing of how Postman Marks are being used by Reseller, promptly upon request.

8.3 Feedback. If Reseller or its representatives submit feedback, comments, or suggestions about the Postman Products to Postman or post such comments on Postman's community or support forums (together “Feedback”), Reseller agrees that Postman (or others we authorize) may freely use, disclose, reproduce, license, distribute, or otherwise exploit in any manner such Feedback without any obligation to Reseller, restriction of any kind (including on account of any intellectual property rights), and without paying any compensation to Reseller or any third party.

8.4 Customer Data. The parties agree that, as between Partner and Customer, Customer owns all rights to the Customer Data (as defined in the Customer Agreement) and the subscription rights to the Postman Products and Partner may not withhold access to or interfere with Customer's exercise of its rights in and to the Customer Data or access to the Postman Products, except as provided in Section 4.2 (Customer Pricing and Disputes).

9.1 Indemnification by Reseller. Reseller will defend, indemnify and hold harmless Postman, its affiliates and its and their officers, directors, employees, agents, and affiliates from and against any claim, action, demand or proceeding by a third party (collectively “Claims”) and any resulting liability, direct damages, cost, loss or expense, including court costs and reasonable attorney's fees, and fines and penalties imposed by any governmental entity (collectively “Losses”) to the extent arising from or related to: (a) Reseller's communications, or those of its employees or agents, to a prospective or existing Customer of product capabilities or warranties regarding Postman or the Postman Products not provided in the Customer Agreement; (b) Reseller's activities, or those of its employees or agents, in violation of law or in breach of Sections 2.6 or 5.1 of this Agreement; or (c) claims for compensation from any of Reseller's employees or agents.

9.2 Process. The Party seeking indemnification under this Agreement will: (i) give the indemnifying Party prompt written notice of the Claim, (ii) tender to the indemnifying Party control of the defense and settlement of the Claim, and (iii) cooperate with the indemnifying Party in defending or settling the Claim. The indemnified Party will have the right to participate at its own expense in any indemnification action or related settlement negotiations using counsel of its own choice. Neither Party may consent to the entry of any judgment or enter into any settlement that adversely affects the rights or interests of the other Party without that Party's prior written consent, which may not be unreasonably withheld.

10.1 Each party (as “Recipient”) agrees that all code, inventions, algorithms, designs, know-how, ideas, and all business, technical and financial information it obtains from the other party (as “Discloser”) that are either identified as confidential or proprietary by the disclosing Party or that should be reasonably understood to be such due to its nature and the circumstances surrounding the disclosure are the confidential property of Discloser and its licensors and providers (“Confidential Information”). Except as expressly and unambiguously allowed herein, Recipient will hold in confidence and not use or disclose, other than to its officers, employees, contractors, or representatives with a need to know for purposes of this Agreement and who are subject to confidentiality obligations no less stringent than the terms of this Agreement (“Representatives:), any Confidential Information. Recipient will safeguard disclosure of such Confidential Information to the same extent that Recipient safeguards its own Confidential Information, but in any case will at a minimum use reasonable care. Because of the unique and proprietary nature of the Confidential Information, it is understood and agreed that Discloser's remedies at law for a breach by Recipient of its obligations under this Section 10 may be inadequate and that Discloser will be entitled to seek equitable relief (including without limitation provisional and permanent injunctive relief and specific performance) in addition to any other available remedies.

10.2 Exceptions. These confidentiality obligations will not apply to any information which (i) is or becomes publicly known without any fault of or participation by the Recipient or its representatives; (ii) lawfully obtained from a source other than Disclosure or its representatives and not subject to any obligation of confidentiality or restriction on use; (iii) is required to be disclosed by judicial, arbitral or governmental order or process or operation of law, provided that in which event the Recipient will, unless prohibited by law, notify the Discloser of the requirement of disclosure before making such disclosure and will comply with any protective order or other limitation on disclosure obtained by the Discloser, including only disclosing the information that is required; or (iv) is independently developed by the Recipient without reference to the Discloser's Confidential Information.

11.1 This Agreement will begin on the Effective Date of the applicable Order and continue until the earlier of the termination or expiration of the applicable Order, or as terminated as set out in this Section 11. Postman may terminate this Agreement, for any or no reason, on ten (10) days written notice and may terminate immediately if Postman reasonably believes Reseller has misrepresented Postman or the Postman Products or has acted in any manner that may put Postman's reputation at risk. Reseller may terminate this Agreement, upon notice for any or no reason at the expiration or termination of all Orders (and associated subscription terms).

11.2 This Agreement may be terminated by a Party for cause immediately by written notice upon the occurrence of any of the following events:

This Agreement may be terminated by a party for cause immediately by written notice upon the occurrence of any of the following events:

• If the other ceases to do business or otherwise terminates its business operations without a successor; or
• If the other fails to promptly secure or renew any license, registration, permit, authorization or approval for the conduct of its business in the manner contemplated by this Agreement or if any such license, registration, permit, authorization or approval is revoked or suspended and not reinstated within five (5) days; or
• If the other materially breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days (ten (10) days in the case of a failure to pay) of written notice describing the breach; or
• If the other becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the other.

11.3 Each Party understands that the rights of termination hereunder are absolute and that it has no right to a continued relationship with the other after termination except as expressly stated herein. Neither Party shall incur any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by the other (or for any compensation to the other) arising from or incident to any termination of this Agreement by such Party that complies with the terms of the Agreement whether or not such Party is aware of any such damage, loss or expenses.

11.4 Effect of Termination. Upon termination of this Agreement for any reason: (a) all rights granted to Reseller under this Agreement will become null and void, (b) Reseller will surrender all copies of Confidential Information, catalogs, literature and other Postman materials in its possession or control, or at Postman's option, destroy such materials; and (c) all outstanding obligations or commitments of either Party to pay amounts to the other Party, if any, will become immediately due and payable. Any Customer subscription rights granted under an Order prior to the termination of this Agreement will survive in accordance with the Customer Agreement and Reseller shall remain obligated to continue to remit payment for the applicable Order until the end of the then-current committed subscription or license term of the Postman Products under such Order. Order renewals are not allowed. Reseller and Postman agree that Customer may seek continuation of its subscription and/or license rights to the Postman Products through Postman directly or another authorized reseller of the Postman Products, and Reseller agrees to reasonably cooperate with Postman in transferring such rights. Sections 4.4, 5.2, 7, 8.1, 8.3, 8.4, 9, 10, 11.3, 11.4, 12, 13 and 14 of this Agreement, as well as all outstanding (and, if applicable, continuing) payment obligations, will survive termination. Termination is not an exclusive remedy and all other remedies will be available whether or not termination occurs.

12.1 Waiver of Indirect and Consequential Damages. EXCEPT FOR EXCLUDED OBLIGATIONS (DEFINED IN SECTION 12.3 BELOW), IN NO EVENT WILL EITHER PARTY BE LIABLE HEREUNDER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS, LOST SALES OR ANTICIPATED ORDERS, OR DAMAGES FOR LOSS OF GOODWILL, EVEN IF A PARTY WAS INFORMED OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS.

12.2 Damages Cap. EXCEPT FOR EXCLUDED OBLIGATIONS, THE AGGREGATE LIABILITY OF EITHER PARTY (AND ITS SUPPLIERS AND AFFILIATES) FOR ALL CLAIMS RELATING TO OR ARISING FROM THIS AGREEMENT, REGARDLESS OF THE DAMAGES THEORY, WILL NOT EXCEED THE FEES PAID OR OWING TO POSTMAN BY RESELLER UNDER THE APPLICABLE ORDER THAT IS THE SUBJECT OF THIS AGREEMENT. THE FOREGOING SHALL NOT LIMIT RESELLER'S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT.

12.3 Excluded Obligations. “EXCLUDED OBLIGATIONS” MEANS (A) CLAIMS RESULTING FROM RESELLER'S BREACH OF SECTION 10 (CONFIDENTIALITY); (B) CLAIMS RESULTING FROM RESELLERS' BREACH OF SECTION 5 (RESELLERS COVENANTS AND REPRESENTATIONS); AND (C) AMOUNTS PAYABLE TO THIRD PARTIES BY RESELLER UNDER SECTION 9.1 (INDEMNIFICATION).

1. Third Party Beneficiaries. The Parties acknowledge that there are no third party beneficiaries under this Agreement.

2. Assignment. Reseller may not assign or transfer this Agreement. Postman may assign or transfer any of its rights or obligations under this Agreement to an affiliate, or assign the Agreement in its entirety to its successor resulting from a merger, acquisition or sale of all or substantially all of its assets or voting securities.

3. Force Majeure. Neither Party will be liable for any delay or default in its performance of any obligation under the Agreement (other than a payment obligation) caused directly or indirectly by fire, flood, act of God, acts of government, an act or omission of civil or military authority of a state or nation, strike, lockout or other labor problem, inability to secure, delay in securing or shortage of, labor, materials, supplies, transportation or energy, failures of suppliers, or by war, riot, pandemic, embargo or civil disturbance, breakdown, or destruction of plant or equipment arising from any cause whatsoever, or any cause or causes beyond such Party's reasonable control (collectively, “Force Majeure Events”). This provision will in no way impair either Party's right to terminate this Agreement.

13.4 Notices. All notices under this Agreement shall be in writing via email and will be deemed received when sent. Emails to Postman must be sent to legal@postman.com (such email address may be updated by Postman on notice) and emails to Reseller shall be sent to the contact email for Reseller set forth in the applicable Order. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.

13.5 Law and Forum. This Agreement is governed by the laws of the State of California, without regard to its conflicts of law rules. Any legal proceeding arising out of or relating to this Agreement will be brought in the state and federal courts of San Francisco County, California, USA. Each Party consents to the exclusive jurisdiction and venue of such courts. The prevailing party in any legal proceeding shall be entitled to recover their reasonable attorneys' fees and costs. Reseller will pay all costs incurred by Postman to collect undisputed amounts due, including reasonable attorneys' fees, whether or not litigation is commenced.

13.6 Entire Agreement. This Agreement constitutes the entire agreement between Postman and Reseller regarding Reseller's resale of the Postman Products. This Agreement supersedes all prior agreements (written or oral) between Postman and Reseller and all past dealing or industry customs. Reseller agrees that any term or condition stated in any purchase order or in any other order documentation, excluding Postman Orders, is void. In the case of conflict between the terms in this Agreement and the terms of an Order, the terms of the Order shall control for the purposes of that Order. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

“Anti-Corruption Laws” means all anti-bribery, gift laws, and anti-corruption laws and regulations binding on a Party's business in connection with the performance of its obligations or exercise of its rights under this Agreement, which prohibits corrupt direct and indirect offers of anything of value to anyone (including government officials) to obtain or retain business or to secure any other improper commercial advantage, including the United States Foreign Corrupt Practices Act, U.K. Bribery Act 2010 and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

“Applicable Data Protection Laws” means any applicable laws and regulations in any relevant jurisdiction that apply to the use or processing of Personal Data in connection with the respective Party's performance under this Agreement or to the privacy of electronic communications generally, including to the extent applicable: (i) U.S. state privacy laws such as the California Consumer Privacy Act (“CCPA”), (ii) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR” or “GDPR”), (iii) the Swiss Federal Act on Data Protection (“FADP”), (iv) the EU GDPR as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR”); (v) the UK Data Protection Act 2018; in each case, as updated, amended or replaced from time to time. The terms “Data Subject”, “Personal Data”, “Personal Data Breach”, “processing”, “processor,” and “controller” shall have the meanings set forth in Applicable Data Protection Laws. Personal Data shall include “personal information” as defined by applicable law. Processor shall include “service provider” as defined by CCPA, and controller shall include “business” as defined by CCPA.

“Export Laws” means any import and export laws, sanctions and restrictions by the United States government and other foreign governments, including the European Union Member Countries and the United Kingdom.

“Postman Privacy Policy” means Postman's privacy policy available at www.postman.com/legal/privacy-policy/; provided, however, Postman may change its Privacy Policy from time to time and will post any Privacy Policy changes on such webpage and, if the changes are significant, will provide a more prominent notice by adding a notice on www.postman.com, its login screens, or by sending out an email notification to relevant parties.

“Postman Products” means Postman's products and services, including those subscription-based, internet-delivered services and applications for building connected software via APIs that are commercially available from Postman (not in early access, beta, or other pre-release status) as provided at https://www.postman.com/pricing/ (as amended by Postman from time to time) or as further clarified to Reseller in writing by Postman, in each case at the time the Reseller places an Order. Postman Products may include Support (as defined in the Customer Agreement) and any product documentation made generally available by Postman. A Postman Product may also include a limited license to utilize elements of software that are downloadable or separately available to support the use of the Postman Product, and generally-available bug fixes, updates and upgrades for the same (“Software”).

“Usage Metrics” refers to any scope of use metrics or restrictions applicable to a Postman Product, including but not limited to number and role types of Authorized Users, data storage and transfer limits, server and monitoring requests, calls to the Postman API, number and type of allowed integrations, included add-on features, security features, number of copies, instances, resources, or licenses, and number and/or location of customer's affiliated entities or business units for whom access is allowed.