Terms & Conditions

Last updated on September 19, 2025

These Terms and Conditions (“T&C” or “Agreement”) will confirm the mutual understanding and agreement of (Customer) and Digital Mailroom, LLC (subsidiary of XBP Global Holdings Inc.) (“XBP“) pursuant to which XBP will perform the services (“Services”) described herein. All references to XBP in this T&C are deemed to include all subsidiaries. XBP and Customer may be referred to herein individually as a “Party” and together as the “Parties”. The terms and conditions are as follows:

These terms and conditions govern your access to and use of the DMR software and service (“DMR”) along with XBPship Services (“XS”) (collectively, the “Services”) this site, and other related sites sponsored by XBP, any related services, and if applicable, applications, including integrations provided by XBP (collectively, the “Sites“). DMR was created by and is a brand owned by subsidiaries of XBP Technologies, Inc. (together with its subsidiaries “XBP”. If you are using DMR or related Sites, then these Terms apply to your use.

By accessing, using or downloading any materials from the Sites, registering for Services, or downloading or using any of XBP’ s apps, Customer agrees to be bound by these terms. IF CUSTOMER DOES NOT AGREE TO THESE TERMS, CUSTOMER IS NOT AUTHORIZED AND MUST CEASE USING DMR®, XS AND THE SITES IMMEDIATELY.

THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND WAIVER OF JURY TRIALS AND CLASS ACTIONS GOVERNING DISPUTES ARISING FROM THE USE OF THE DMR® SERVICES WHICH AFFECT CUSTOMER’s LEGAL RIGHTS AS DETAILED HEREIN. PLEASE READ CAREFULLY. CUSTOMER, THE USER, SHALL TAKE ALL REASONABLE STEPS TO ENSURE THAT NO UNAUTHORIZED PERSONS HAVE ACCESS TO THE DMR®, XS OR SITES, AND TO ENSURE THAT NO PERSONS AUTHORIZED TO HAVE SUCH ACCESS SHALL TAKE ANY ACTION THAT WOULD BE IN VIOLATION OF THESE TERMS.

BY USING THE SERVICES (AS DEFINED BELOW), YOU CONSENT TO RECEIVE ELECTRONIC COMMUNICATIONS FROM XBP AND/OR ITS PARTNERS AND AFFILIATES. YOU AGREE THAT ANY NOTICES, AGREEMENTS, DISCLOSURES OR OTHER COMMUNICATIONS THAT ARE SENT TO YOU ELECTRONICALLY WILL SATISFY ANY LEGAL COMMUNICATION REQUIREMENTS, INCLUDING THAT SUCH COMMUNICATIONS BE IN WRITING, PROVIDED THAT ANY COMMUNICATION TO YOU IS SENT TO THE EMAIL ADDRESS PROVIDED ON YOUR ACCOUNT. YOU AGREE THAT ANY COMMUNICATION TO XBP WILL BE SENT TO dmr.support@xbpglobal.com FOR FURTHER HANDLING.

1. DEFINITIONS & ABBREVIATIONS:

Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement. In addition, for purposes of this T&C, the following definitions and abbreviations shall apply.

  • Active User – A registered user that accessed the DMR portal. Customer Mail Administrator – Customer provided personnel who routes mail items to appropriate DMR Portal recipient.
  • Check Items – shall mean the remittance related paper check, as such items are captured, processed, forwarded or deposited to various bank accounts. Such Check Items shall be eligible for processing. Eligibility criteria may include payer verification, date of check, amount of check and other criteria as specified by XBP.
  • Check Deposit Services – An end to end workflow for check processing and disbursement services.
  • CRM – XBP provided/employed client relationship manager accountable for all Steady State deliverables and primary Customer contact for service management.
  • Digital Mail Room (DMR) – The service described herein to provide an end-to-end workflow solution that manages the intake and distribution of inbound mail.
  • Digital Mail Room (DMR) Portal – Web-based portal providing access to Customer authorized personnel to applicable mail items having been captured for distribution.
  • End Customer – Refers to the Customer’s client, or any third party to whom the Customer provides goods, services, or other offerings, and who receives the benefits of the services provided by the Customer.
  • XBP Ship (XS) – Refers to the solution provided by XBP that enables Customers to manage their outbound shipments by comparing rates across multiple carriers and generating shipping labels.
  • Fees – The amounts payable by Customer for the Services as set forth in Section 6 hereof and Customer’s chosen Price Plan.
  • Image – A single sided digital copy, and which is used as the standard unit of measure in this T&C to track digital mail volume.
  • Payee – means the individual or entity named on the face of a Check Item as the recipient of the funds. For purposes of this Agreement, the Payee must be the Customer or the Customer’s legal business entity as registered and verified during the onboarding process with XBP.
  • USPS Form 1583 – The USPS Form 1583 is used to authorize a commercial mail receiving agent (XBP) to receive mail on the customer’s behalf. It also ensures that a responsible party is linked to the mailbox.

2. OVERVIEW:

XBP will provide an end-to-end offsite workflow solution that manages the intake and distribution of inbound mail, Check Deposit Services and XS to enable the Customers to send out packages and parcels using XS.

DMR automates manual processes and utilizes electronic delivery methods to automatically route mail to the recipient. XBP will perform these services at one of its designated facilities, which is a shared service environment. The mail pieces will be generally prepared for scanning by opening, removing from envelopes, removing staples, being flattened, etc. During this preparation process, any misdirected mail will be out-sorted and returned to sender.

Batches of documents will then be scanned and processed through an image enhancement tool which will apply standard enhancement techniques to the images (de-speckle, de-skew, etc.). OCR technology will be applied to the envelopes and contents. Sender and recipient data captured from the envelope along with the other OCR metadata will be supplied with the images as part of the DMR Portal mail items. Upon completion of scanning, the physical documents will be boxed and checked into the tracking system and stored for a period of thirty (30) days, post which they will be securely destroyed.

XS provides customers the exclusive opportunity to compare shipping charges among prominent carriers at preferential rates. Customers maintain full discretion in selecting the mode of shipment and carrier. Alternatively, Customers retain the right to opt for the usage of their personal account with the respective carrier.

3. TRANSITION / IMPLEMENTATION SERVICES:

As of the Effective Date, XBP shall commence the transition Services (“Transition”).

3.1. XBP Responsibilities:

3.1.1.  Assign a virtual address to the Customer

3.1.2.  Configure the base system processes and capabilities based upon the information provided by the Customer.

3.1.3.  Establish Customer in DMR Portal Production environment.

3.1.4.  Provide user guides.

3.1.5.  Provide required shelving and boxes for physical mail storage for the agreed upon time period of 30-days.

3.1.6.  Provide front and back check images to enable the Customer to use the images for deposit using their bank’s mobile app.

3.1.7.  Direct Check Deposit Services: If the Customer has purchased a Plan that includes Check Deposit Services, XBP will facilitate the electronic processing and deposit the checks into the Customer’s account. XBP’s liability with respect to these services will be limited as stated in Section 10 of this T & C.

3.1.8.  Prior to receiving the completed USPS 1583 form, any mail that is received by XBP shall be returned to the sender.

3.1.9.  XBP assumes the obligation to diligently seek and secure the most favorable discounted rates from reputable carriers on behalf of the Customer for XS.

3.1.10.  XBP shall adhere to industry best practices and employ all reasonable means to obtain the optimal discounted rates available in the market at the time of shipment.

3.2. Customer Responsibilities:

3.2.1.  Provide XBP with executed USPS 1583 form allowing XBP to process Customer’s mail. Without the executed 1583 form, mail cannot be processed by XBP and will be returned to the sender.

3.2.2.  Customer must submit a Change of Address with the USPS.

3.2.3.  Customers are solely responsible for the payment of all applicable fees, charges, and taxes associated with the shipment, including but not limited to, shipping fees, customs duties, and surcharges. Such payments shall be made promptly and in accordance with the terms agreed upon with XBP and the respective carrier.

3.2.4.  Customers bear the responsibility for ensuring that all items intended for shipment are securely and properly packaged, conforming to the carrier’s packaging guidelines and industry standards. Any failure to adhere to such guidelines resulting in damage, loss, or delay during transit shall be the sole responsibility of the Customer.

3.2.5.  Customers are obligated to communicate any changes, updates, or special instructions pertaining to their shipments promptly and in writing to XBP and the designated carrier. Failure to provide timely and accurate information may result in disruptions to the shipping process for which the Customer shall bear full responsibility.

4. ONGOING SERVICES:

4.1.  XBP will provide the following ongoing Services:

4.1.1. The Customer’s virtual mailing address at XBP. If the Customer’s virtual mailing address becomes unavailable; XBP will provide the Customer with another address at least seven (7)-days prior to the change. XBP makes no representations and accepts no liability or responsibility for Customer’s use of the provided address. Customer accepts all responsibility and liability for the use and has had an opportunity to meet with its own legal counsel and subject matter experts to review their contemplated use of the provided address.

4.1.2. Self-service access to the DMR Portal Dashboard and Reports.

4.2. Customer will have the following responsibilities during Ongoing Services:

4.2.1. Provide location to receive any physical mail that cannot be processed through DMR or requested for physical delivery.

5. CHECK PROCESSING SERVICES:

(a) Authorization to Collect, Process, and Handle Check Items:
  1. Authorization for Collection and Processing: The Customer authorizes XBP to process Check Items received at the designated address, including the collection and direct deposit of such items into the Customer’s account. The Customer shall provide XBP with the necessary bank account details, and, following completion of all required KYC and KYB processes, XBP will establish the connection with the designated bank and transmit the Customer’s check details in the format specified by such bank.
  2. Customer’s Bank Relationship: All Check Items will be deposited directly into the Customer’s designated account with its chosen financial institution. The Customer shall be responsible for reviewing the Check Items and creating the required batch for submission to enable deposit. XBP shall have no role, responsibility, or liability with respect to the Customer’s review process, the batching of Check Items, the processing times, availability of funds, or any compliance checks conducted by the Customer’s bank.
  3. Customer’s Responsibility: The Customer is solely responsible for establishing and maintaining its designated account with its bank, including completing all required documentation, Know Your Customer (KYC) / Know Your Business (KYB) checks, and paying all fees or charges related thereto. XBP shall not be responsible for any delays, rejections, or issues arising from such processes.

(b) Payee Name Declaration and Processing Limitation: The Customer shall, prior to commencement of the Services, provide XBP with a complete and accurate list of all approved Payee names under which it may receive Check Items, including all legal, trade, abbreviated, or commonly used variants of the Customer’s individual or business name (“Approved Payee Names”). XBP shall be under no obligation to process or deposit any Check Item that does not exactly match one of the Approved Payee Names, and any such Check Item shall be excluded from direct deposit processing. At the Customer’s written request, XBP may return or physically forward such non-conforming Check Items to the Customer; however, XBP shall not be liable for any loss, delay, misdirection, or damage to such Check Items once removed from deposit processing. The Customer assumes all risk and responsibility for the handling, endorsement, and negotiation of any Check Item not deposited due to a Payee name mismatch, and expressly waives any claims against XBP arising therefrom.
(c) Processing of Mail and Check Items:
  1. Mail Handling and Check Item Processing: XBP will collect, open, and process all mail, including Check Items, as per the agreed processing procedures. XBP will endorse the Customer’s name on check and deposit them into the Customer’s designated account.
  2. Check Imaging and Reporting: XBP will image all Check Items and/or associated documents received and make the images available to both the Customer and any relevant parties via the DMR Portal for transparency and tracking purposes.
  3. Reversal and Reprocessing of Returned Check Items: The Customer acknowledges that deposited Check Items may be subject to return or rejection by the Customer’s bank. Any disbursements made by the bank based on such items shall be subject to reversal by the bank, for which XBP assumes no responsibility or liability.
  4. Liability for Clawback or IRS Reversals: XBP does not assume any liability or responsibility for any funds clawed back by the IRS or any governmental authority from the Customer’s account. The Customer acknowledges and agrees that they bear all risks associated with any IRS actions, including but not limited to clawbacks, audits, or other legal actions related to the Customer’s account and the funds therein.

(d) Recovery of Invalid or Fraudulent Items: If any funds are credited to the Customer’s account as a result of fraudulent, forged, unauthorized, or otherwise invalid Check Items, the Customer’s bank may initiate chargebacks or reversals directly against the Customer. XBP shall have no responsibility or liability in connection therewith. The Customer shall fully cooperate with its bank in investigating and resolving such instances.
(e) Reversals, Adjustments, and Disbursement Liability:
  1. Responsibility for Reversals: The Customer agrees that if any Check Item is rejected, returned, or deemed invalid by its bank, the Customer shall bear all responsibility for such reversals.
  2. Reimbursement Obligations: The Customer agrees to indemnify and hold harmless XBP from any liabilities, costs, or losses resulting from returned or fraudulent Check Items.

(f) XBP’s Limited Role and No Liability: XBP’s sole role is to process and deposit Check Items into the Customer’s designated bank account. At no point will funds pass through or be held by XBP. Accordingly, XBP shall not have any liability for returned items, disbursement reversals, clawbacks, or bank/governmental actions.
(g) Customer’s Responsibility for Unauthorized Use or Fraud:
  1. Responsibility for Unauthorized Transactions: The Customer agrees to immediately notify XBP of any unauthorized or fraudulent use of the services, including Check Items.
  2. Resolution of Settlement Discrepancies: The Customer is solely responsible for resolving such matters with its bank and shall indemnify XBP for any losses arising from such fraudulent or unauthorized activity.

(h) Physical Check Deposit Services: XBP shall receive, open, prepare, scan, and generate deposit slips for physical check received from the Customer. XBP will ship all processed check to the Customer’s designated bank on a daily basis. The Customer acknowledges and agrees that it is solely responsible for tracking and verifying the deposit status directly with their registered bank. XBP shall have no liability or responsibility for the check once they are shipped to the bank, and all risk associated with the check transfers shall pass to the Customer upon shipment.
(i) Anti-Money Laundering (AML) Compliance:
  1. The Customer and any End Customer shall comply with all applicable anti-money laundering (AML), anti-terrorist financing, and economic sanctions laws, including but not limited to the U.S. Bank Secrecy Act, the USA PATRIOT Act, and OFAC regulations.
  2. The Services shall not be used to process or facilitate any transaction involving funds derived from illegal activity or intended for unlawful purposes. The Customer is responsible for ensuring its End Customers do not misuse the Services for such purposes.
  3. The Customer is solely responsible for completing all required Know Your Customer (KYC) and Know Your Business (KYB) processes. XBP shall have no liability for delays or failures arising from non-compliance with such requirements by the Customer or any End Customer.
  4. XBP reserves the right to suspend or terminate the Services, without prior notice, if it reasonably suspects any AML violations by the Customer or End Customer, and may report such activity to relevant authorities.
  5. The Customer and End Customer agree to cooperate with any AML-related inquiries and shall indemnify and hold XBP harmless from any losses, penalties, or damages arising from their failure to comply with applicable AML laws or from the use of the Services for unlawful transactions.

6. OUTBOUND SHIPMENT SERVICES:

6.1. XBP shall provide Customers with the option to choose between utilizing either XBP’s shipping account or the Customer’s own account. The selection of the account shall be made by the Customer at the time of booking the shipment.

6.2. Upon booking a shipment, the Customer shall be obligated to contact the carrier’s toll-free number to schedule a pick-up slot for the designated package. It is the Customer’s responsibility to ensure adherence to the agreed-upon pick-up schedule.

6.3. Upon retrieval of the delivery package by the carrier team, the responsibility for the package shall be borne solely by the Customer and the carrier. XBP shall assume no liability or responsibility for the package once it is in the possession of the carrier.

6.4. XBP solely provides enabling services facilitating the arrangement of shipments between the Customer and the respective carrier. The Customer and the designated carrier bear sole responsibility for all aspects of the shipment, including but not limited to, packaging, handling, and delivery.

6.5. Following the successful booking of the shipment, the Customer shall ensure strict compliance with the terms and conditions stipulated by the respective carrier. Such terms and conditions may be communicated through the carrier’s official website or other means and are binding upon the Customer.

6.6. XBP shall not be liable for any losses, damages, or liabilities arising from the shipment, including but not limited to, delays, damages to the package, or non-delivery. The Customer agrees to indemnify and hold XBP harmless from any claims, losses, or expenses incurred in connection with the shipment.

7. CANCELATION:

Customer can CANCEL their Subscription by clicking on ‘Cancel Subscription’ to be found under Profile dropdown -> My Account’ button of their respective account or the Customer can cancel their Subscription forty eight (48) hours prior to the end of their then-current Subscription Period by writing an email to dmr.support@xbpglobal.com. Subscriptions will be cancelled at the end of the billing cycle.

7.1.  In the event of cancelation of ongoing services for any reason:

7.1.1.  Customer will file a USPS Change of Address.

7.1.2.  Customer will provide the USPS 1583 Form cancellation confirmation code for the new address.

7.1.3.  Any mail that is received by XBP will be returned to the sender.

7.1.4.  If Customers account is cancelled the Unique Department Number (“DPT”) that is part of the Customer’s virtual address cannot be re-assigned.

7.1.5.  Access to the XS platform would also be cancelled.

7.2.  No Refunds: CUSTOMER PAYMENTS TO XBP ARE NON-REFUNDABLE once the Customer is charged for its current subscription period.

7.3.  Retention of Mail and Check Items:

  • The default retention period for physical mail is thirty (30) calendar days, and the default digital retention period for all items including check items is sixty (60) calendar days (collectively, the “Retention Periods”). Upon the expiration of the applicable Retention Periods, XBP shall have no further obligation to retain or store such items, and may, at its sole discretion, dispose of or return the items to the Customer or the sender.
  • In the event the Customer requests an extension of the Retention Periods beyond the aforementioned timeframes, such extension must be requested in writing by the Customer and will be subject to XBP’s approval. Any granted extension will be subject to an additional charge, which will be communicated to the Customer and invoiced accordingly.
  • The Customer acknowledges and agrees that it is solely responsible for ensuring the timely collection or retrieval of any items retained by XBP, and that any items not retrieved within the applicable Retention Period or any extended period shall be subject to disposal, return, or other handling as determined by XBP, at the Customer’s expense.

8. KEY PRICING ASSUMPTIONS/TERMS:

8.1. The Site provides the monthly subscription pricing (“Price Plan“) as well as pricing for optional Services not included in or above the included limits of a chosen Price Plan (“Extras“). The pricing on the Site at https://getdigitalmailroom.com where Customer choses a Price Plan which is incorporated into this Agreement by reference. All fees resulting from Extras or Price Plans pursuant to this Agreement are subject to change by XBP. Customer agree to pay all activation fees, Price Plans and Extras (including charges incurred by persons using customer’s account) and/or for all Services.

8.2. Billing: Customer agrees that XBP may immediately charge for all Fees owed to XBP. Your monthly subscription fee is billed at the start of each month and the billing merchant is “Digital Mailroom LLC- DMR” and that name will appear on your credit card statement. By using the Services, Customer is agreeing that XBP is permitted to bill charges associated with the Price Plan and Extras, any applicable tax, customs duties and any other charges that may be incurred in connection with use of the Services. As used in this Agreement, “billing” shall indicate either a charge or debit, as applicable, against Customer’s payment method. If there is a change in Customer’s credit card validity or expiration date, Customer may edit the payment method information in the account profile. Customer will remain responsible for any uncollected amounts.

8.3. XBP will not be responsible for transmission errors, corruption of data or for the security of transmission of data during transmission, unless proven to have been the fault of XBP.

8.4. If the Customer is in default of payment due to XBP or non-payment, for whatever reason whatsoever, XBP will have the right to suspend the Customer access to Services and locking of the Customer’s account until the payment due or defaulted amount is honored. If the default or non-payment continues for more than fifteen (15) days, XBP will have the right to permanently disable or lock the Customer’s account without any prior notice. In addition to permanently disabling or cancelling the Customer’s account, the Customer shall be liable for paying an additional 2% on the total amount due to XBP.

8.5. Mailroom Location: During the subscription period if the mailroom location initially assigned or selected by the Customer shuts down or the Customer requires the mailroom location to be changed, XBP will assign a new mailroom location to the Customer. The Customer depending on the mailroom location assigned or selected might be required to pay an additional amount if the assigned or selected mailroom location is a premium mailroom location.

8.6. Check Deposit Services:

8.6.1. All Customers availing the Check Deposit Services will have to go through if an Individual – Knowing your Customer (“KYC”) process, if Business – Knowing Your Business (“KYB”) process, as a standard due diligence process to assess and monitor Customer risk. XBP’s customer success team will get in touch to collect information pertaining to the KYC/KYB process once the services are subscribed to.

8.6.2. Duration of Disbursement of the Amount – If the total amount of the check is equal and above $1000 the disbursement of the amount will take place within five working (5) days. If the total amount of the check is equal and above $10,000, the disbursement of amount will take place within seven working (7) days.

8.6.3. Any credits posted to the Customer’s account are subject to the policies and procedures of the Customer’s bank. XBP shall have no responsibility or liability for any reversal of such credits, whether due to error, adjustment, or action taken by the bank.

8.6.4. In the event that any Check Item deposited by the Customer is not cleared by the bank for reasons including, but not limited to, insufficient funds, stop payment, or any other cause, any reversal or adjustment shall be effected solely by the bank. XBP shall have no role, responsibility, or liability with respect to such reversals.

8.7. XS Services:

8.7.1. XBP reserves the unequivocal right to impose a platform fee as consideration for the facilitation of the services rendered which shall be $3.00 per individual shipping order.

8.7.2. The platform fee, once assessed, is strictly non-refundable. This non-refundability applies irrespective of the final disposition of the shipping order, including but not limited to any subsequent modifications, cancellations, or other alterations thereto.

8.7.3. The Customer explicitly acknowledges and consents to the imposition and collection of platform fees as detailed in this Section.

9. OBLIGATIONS:

9.1.  The Parties shall timely, diligently, in good faith and on a commercially-reasonable-efforts basis, cooperate with each other, with due consideration of the goals, objectives and purposes of this T&C, to facilitate the performance of their respective duties and obligations set forth.

9.2.  XBP will be solely responsible for the supervision, daily direction, control and payment (including paying all employer taxes and benefits e.g. workers’ compensation and disability) of its employees (each, an “Employee”). No Employee will be eligible for Customer’s employee benefits. The relationship between the parties hereunder will at all times be that of independent contractors, and nothing herein will be construed to create any partnership, joint venture, agency, employment, or other similar relationship. XBP may provide the Product directly or through its affiliates.

9.3.  XBP agrees that the Product and/or deliverables shall conform in all material respects to the specifications set forth in the T&C, provided that Customer timely, accurately and completely performs all of its obligations under this T&C.

9.4.  Customer agrees that it shall timely, completely, and accurately perform all of its obligations and responsibilities under this T&C, including, without limitation, the timely rendering of all required decisions and approvals. Should Customer fail to comply with this term, XBP shall receive an appropriate extension of time to provide the services and/or deliverables under this agreement and shall not be held responsible or liable for any resulting delay in providing Services and/or deliverables under this T&C.

9.5.  Illegal Activity. Customer must immediately notify XBP of any fraudulent, unauthorized, illegal or suspicious use of the Services or any other breach of security or unauthorized or illegal activity that Customer reasonably suspects.

9.6. Customers are hereby obligated to provide precise and comprehensive information concerning the shipment, which shall include, but is not limited to, addresses, package dimensions, weight, and any special handling instructions.

9.7. Customers are further obligated to adhere to all applicable laws, regulations, and restrictions governing the shipment, inclusive of those pertaining to the transportation of hazardous materials, restricted items, and international shipments.

9.8. Customers acknowledge and accept full liability for the contents of their shipments, and hereby agree to indemnify, defend, and hold harmless XBP from any and all claims, damages, or losses that may arise from their utilization of the shipment services.

9.9. The Customer is solely responsible for managing and maintaining its relationship with the End Customer, including but not limited to ensuring that all contracts, agreements, or communications with the End Customer comply with the terms of this Agreement. XBP shall not be responsible for any disputes, conflicts, or issues arising between the Customer and the End Customer.

9.10. The Customer shall be responsible for ensuring that the End Customer fully complies with all applicable terms, conditions, legal requirements, and obligations outlined in this Agreement. The Customer shall take appropriate measures to monitor the End Customer’s compliance and report any non-compliance promptly to XBP.

10. TERMINATION BREACH:

10.1.  Either party has the right to terminate the T&C immediately if the other party materially breaches such T&C (including, late or non-payment) and the breach continues for thirty (30) days after the breaching party receiving written notice thereof. Such termination will be Customer’s sole remedy.

10.2.  If the Customer or the End Customer engages in any activity that constitutes a breach of this Agreement or causes any damages or liabilities to XBP, the Customer agrees to remedy the situation and, if necessary, XBP has the right to terminate its obligations under this Agreement, without liability, if the breach or issue persists after reasonable notice.

10.3.  In addition to all other rights and remedies provided for in this T&C or by law, either party shall have the right to terminate the T&C in the event that: (i) the other party makes a general assignment for the benefit of its creditors, (ii) a trustee, custodian or receiver is appointed by any court, other than a United States Bankruptcy Court, with respect to the other party or any substantial part of such party’s assets, or (iii) the other party becomes unable to pay its debts when such debts become due.

11. INDEMNIFICATION:

11.1.  Each party will indemnify the other party, its respective directors, officers and employees (each an “Indemnified Party”), from all losses, claims, damages and expenses (including court costs and reasonable attorneys’ fees) (collectively, “Losses”) asserted against the other party by third parties.

11.2.  Customer will indemnify XBP, its directors, officers and Employees, from all Losses asserted against XBP by third parties arising out of or relating to Customer’s failure to secure the appropriate rights (including the right to provide to XBP) to all software, data, materials, or other information that XBP copies, uses, processes, stores or distributes, as applicable, on Customer’s behalf.

11.3.  Customer agrees to indemnify XBP for any losses, liabilities, costs, expenses suffered or incurred as result of Customer issuance of bad Check Items.

The Customer agrees to indemnify, defend, and hold XBP harmless from any and all damages, losses, costs, or liabilities arising out of or related to: (i) returned, rejected, fraudulent, forged, or unauthorized Check Items; (ii) any violations by the Customer of the agreed processing instructions; and (iii) any claims, actions, or reversals initiated by the Customer’s bank, governmental authorities, or other third parties in connection with the deposited Check Items. XBP shall have no responsibility for, and the Customer shall remain solely liable for, any such claims, losses, or damages once Check Items are deposited into the Customer’s designated bank account.

11.4.  The Customer acknowledges and agrees that all obligations, duties, and responsibilities under this Agreement, including but not limited to compliance with processing instructions, provision of data, and adherence to legal and regulatory requirements, shall flow down to the End Customer. The Customer is responsible for ensuring that the End Customer fully complies with all terms and conditions of this Agreement. In the event of any fraud, default, or breach by the End Customer, the Customer shall be solely liable for any resulting damages, losses, or claims and shall indemnify XBP for any such claims arising from the End Customer’s actions, including but not limited to fraud, failure to meet processing requirements, or non-compliance with applicable laws. The Customer shall be responsible for any breach by the End Customer and will indemnify XBP for any costs, damages, and legal liabilities arising from such fraud or breach. XBP shall be entitled to debit, reverse any disbursements, or withdraw from the Customer’s current or future funds held with or payable by XBP to recover any such damages, losses, or claims, without prior notice. This right of recovery shall be in addition to any other remedies available to XBP under law or in equity.

11.5.  The party claiming indemnification will promptly notify the other party of a claim. The indemnifying party will have the right to control the defense of the claim including the right, with the consent of the Indemnified Party (which consent will not be unreasonably withheld, conditioned or delayed), to compromise or settle the claim. The Indemnified Party will participate in the defense if requested to do so by the indemnifying party and will be reimbursed for its reasonable direct out-of-pocket expenses incurred as a result of such participation. Each party agrees that it shall not enter into any settlement agreement requiring any action or admission of fault by the other party without the other party’s prior written consent (which consent will not be unreasonably withheld, conditioned or delayed).

12. LIMITATIONS OF LIABILITY; DAMAGES WAIVER:

12.1.  XBP’s total liability to the other for any and all claim(s) arising from or in any way related to this Agreement and any T&C will not exceed the sums paid by Customer for the service that is the subject of such claim(s) during the previous six (6) month period, excluding pass through costs such as postage and freight, regardless of the basis of such claim(s), with an exception to Clause 6.4. In case of default in payment or non-payment as stated under Clause 6.4, the Customer’s liability shall also include an additional 2% on the total amount due to XBP. XBP shall not be liable for any actions, claims, or liabilities resulting from the End Customer’s use of the services provided under this Agreement, including but not limited to fraudulent actions, breach of instructions, or non-compliance with applicable laws or regulations. The Customer agrees to indemnify XBP in accordance with Section 11 for any such liabilities, claims, or losses arising from the End Customer’s actions.

12.2.  Check Deposit Services – XBP will not be responsible for the loss of checks unless the Customer has purchased a Plan that includes Check Deposit Services and XBP have failed to provide the services as agreed. XBP liability with respect to the Check Deposit Services will be limited as stated herein and will only include a refund of fees that the Customer have paid for the service for the billing cycle in which the loss occurred.

12.3.  The foregoing limitation does not apply to damages proximately caused by: (i) bodily injury or tangible personal property damage for which a party is legally liable; (ii) misappropriation of confidential information by a party in breach of its confidentiality obligations hereunder; or (iii) to claims for which liability may not be limited in accordance with applicable law.

12.4.  XBP’s liability for any claims or damages relating to or arising from the loss, damage, or delay in delivery of any document, envelope, package, or supplies is limited to one hundred dollars ($100) for such documents, envelopes, packages, or supplies, that are proven to have been in XBP’s care, custody and control, notwithstanding any provision in this T&C to the contrary. XBP is not liable for transmission or corruption of data or for the security of data, except as specified in this T&C. In no event shall XBP be liable for damages or injuries resulting from or in connection with a pollutant in the mail, a “dirty” bomb, or an explosive containing a pollutant or similar substance excluded by XBP’ insurance coverage, or cleanup costs in the event of contamination.

12.5.  Neither party is liable for any indirect, special, punitive, incidental nor consequential damages, including lost profits (other than amounts due to XBP under this T&C), lost savings, loss of or damage to data or business opportunities.

12.6.  The parties agree that any claim or cause of action arising out of or relating to this T&C must be filed within three years of the time it arose or forever be barred.

12.7.  The provisions of this Section survive termination or expiration of this T&C as necessary to effect its purpose.

13. Confidential Information:

13.1.  In connection with the Services, the Customer and XBP may share proprietary or non-public information (“Confidential Information”) which may or may not be designated as “Confidential,” “Proprietary” or some similar designation. “Confidential Information” will not include any information which: (a) was previously known to the other party without restriction on use or disclosure; (b) is or becomes publicly available, through no fault or breach of these terms by the receiving party; (c) is rightfully obtained by the receiving party from a third party not under a duty of confidentiality and without restriction on use or disclosure; (d) is independently developed by such other party without reference to the Confidential Information.

13.2.  The receiving party of Confidential Information agrees: (a) not to disclose Confidential Information to a third party, with the exception that Confidential Information may be disclosed to such party’s employees, and/or its affiliates, consultants, attorneys, accountants or other professional advisors who have a need to have the information that are under confidentiality obligations that are at least as restrictive as the terms contained herein or subject to direction of the disclosing party; (b) to protect the secrecy of and to avoid disclosure and unauthorized use of the disclosing party’s Confidential Information to the same degree that it takes to protect its own Confidential Information, and in no event less than reasonable care; and (c) to use Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement.

13.3.  Upon termination or expiration of your access to the Services, XBP will have no further obligations in respect of your Confidential Information.

14. AI-Powered Features and Data Usage:

14.1.  XBP may, from time to time, make available optional AI-powered functionalities within the Services, including but not limited to intelligent document suggestions, automated reminders, content classification, predictive analytics, and other enhancements designed to improve efficiency and user experience (“AI-Powered Features”). These AI-Powered Features may be made available automatically as part of an update to the Services or on an opt-in basis, as determined by XBP.

14.2.  AI-Powered Features operate by analyzing Customer Data (as defined below) to generate suggestions, reminders, or other outputs intended solely for the Customer’s internal business use. Customer acknowledges that such outputs are dependent on the quality and accuracy of the input data provided.

14.3.  “Customer Data” means any data, documents, images, metadata, or other information input, uploaded, transmitted, or otherwise provided by Customer or its authorized users into the Services, including data derived from invoices, contracts, or other business records. Customer retains all right, title, and interest in and to Customer Data. Nothing in this Agreement grants XBP any rights in Customer Data except as expressly set forth herein.

XBP shall process Customer Data solely (i) to provide, maintain, and improve the Services (including AI-Powered Features); (ii) to ensure the security and integrity of the Services; and (iii) to comply with applicable laws. Customer Data will not be sold, rented, or otherwise disclosed to third parties for marketing or other unrelated purposes.

14.4.  XBP shall implement and maintain administrative, technical, and physical safeguards designed to (i) ensure the security, confidentiality, and integrity of Customer Data, (ii) protect against anticipated threats or hazards to its security or integrity, and (iii) prevent unauthorized access, use, disclosure, alteration, or destruction of Customer Data.

14.5.  Customer shall ensure that it has the necessary rights, permissions, and legal basis to provide Customer Data for processing through AI-Powered Features. Customer is solely responsible for reviewing and verifying the accuracy of any AI-generated outputs before relying on them for decision-making.

14.6.  AI-Powered Features are intended to assist Customer but do not replace Customer’s independent judgment. XBP does not guarantee that AI-generated outputs will be error-free or suitable for any particular purpose. Customer acknowledges that reliance on AI-generated outputs is at its sole risk.

14.7.  XBP may modify the AI-Powered Features, including the methods of processing and algorithms used, provided that such modifications do not materially reduce the level of data protection afforded to Customer Data under this Agreement.

15. Miscellaneous:

15.1. Notices. All notices and other communications must be in writing and will be deemed to have been given to the address set forth on the signature page hereto, or to such other address as may be designated in writing, if sent by registered or certified mail, with return receipt requested, or by a nationally recognized overnight carrier to the addresses set forth below the parties’ names on the signature page.

15.2. Marketing. Customer grants XBP the right to list, present or utilize their name and logo as a current DMR customer on XBP’s service website and/or marketing materials until the current services with the Customer are terminated.

15.3. Governing Law. This agreement and any claim, whether in contract, tort or otherwise arising from this Agreement, shall be governed by and interpreted in accordance with the laws of the State of New York. Except as otherwise set forth herein, the Parties: (i) agree that any legal action or proceeding arising under this Agreement shall be brought in the State of New York, (ii) irrevocably submit to the jurisdiction of such courts; (iii) agree not to assert any claim or defense that they are not subject to the jurisdiction of such courts, that any such forum is not convenient or the venue thereof is improper, or that this Agreement or the subject matter hereof may not be enforced in such courts; and (iv) agree to accept service of process by certified or registered mail or by any other method of authorized law.

15.4. Binding Arbitration. IN THE EVENT OF A DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OR TO XBP, THE COMPLAINING PARTY SHALL NOTIFY THE OTHER PARTY IN WRITING THEREOF. WITHIN THIRTY (30) DAYS OF SUCH NOTICE, BOTH PARTIES SHALL ATTEMPT TO RESOLVE THE DISPUTE IN GOOD FAITH. IF THE DISPUTE IS NOT RESOLVED BY NEGOTIATION OR MEDIATION, AT ANY TIME AFTER EXPIRATION OF THIRTY (30) CALENDAR DAYS FROM THE DATE OF THE WRITTEN REQUEST FOR INFORMAL SETTLEMENT. INSTEAD OF SUING IN COURT, WE EACH AGREE TO SETTLE DISPUTES ONLY BY ARBITRATION, ACCORDINGLY. THE DISPUTE SHALL BE SUBMITTED TO BINDING ARBITRATION IN ACCORDANCE WITH THE AAA COMMERCIAL ARBITRATION RULES BY A SOLE INDEPENDENT ARBITRATOR CHOSEN BY THE AAA OFFICE IN NEW YORK CITY. THE ARBITRATOR SHALL ISSUE A WRITTEN AWARD STATING THE REASONS THEREFOR. THE RULES IN ARBITRATION ARE DIFFERENT. THERE’S NO JUDGE OR JURY, AND REVIEW IS LIMITED, BUT AN ARBITRATOR CAN AWARD THE SAME DAMAGES AND RELIEF, AND MUST HONOR THE SAME LIMITATIONS STATED IN THESE TERMS AS A COURT WOULD. JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATOR SHALL BE BINDING ON BOTH PARTIES AND MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. THE ARBITRATION SHALL BE CONDUCTED IN THE ENGLISH LANGUAGE. EITHER PARTY SHALL RETAIN THE RIGHT TO OBTAIN INTERIM EQUITABLE RELIEF IN ANY COURT OF COMPETENT JURISDICTION. IN NO EVENT SHALL THE ARBITRATOR BE EMPOWERED TO AWARD PUNITIVE DAMAGES. EACH PARTY SHALL BEAR ITS OWN EXPENSE OF ARBITRATION AND SHALL SHARE EQUALLY THE COST OF THE ARBITRATOR AND THE ARBITRATION PROCEEDINGS.

15.5. Waiver of Jury Trial; Class Action Waiver. SUBJECT TO THE FOREGOING AGREEMENT TO ARBITRATE, XBP AND YOU EACH KNOWINGLY WAIVE ANY RIGHT TO JURY TRIAL UNDER THESE TERMS, AND YOU FURTHER AGREE THAT ARBITRATION SHALL PROCEED SOLELY ON AN INDIVIDUAL BASIS WITHOUT THE RIGHT FOR ANY CLAIMS TO BE ARBITRATED ON A COLLECTIVE OR CLASS ACTION BASIS OR ON A BASIS INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF OTHERS (“CLASS ACTION WAIVER”). CLAIMS MAY NOT BE JOINED OR CONSOLIDATED UNLESS AGREED TO IN WRITING BY US. THE WAIVER OF JURY TRIAL AND AGREEMENT TO ARBITRATE SHALL REMAIN IN EFFECT EVEN IF THE CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE. YOU AND XBP AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

15.6. DISCLAIMER OF WARRANTIES. THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT ARE XBP’S ONLY REPRESENTATIONS AND WARRANTIES. XBP HEREBY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT THAT THE SERVICES PROVIDED HEREUNDER INCLUDE INTERNET REPOSITORY STORAGE OR TRANSFER OF DATA OVER THE INTERNET, XBP DOES NOT WARRANT THAT THE INTERNET, THE SYSTEM, THE NETWORK OR CUSTOMER’S WEBSITE(S) WILL BE UNINTERRUPTED OR ERROR FREE. USE OF THE INTERNET IS AT CUSTOMER’S SOLE RISK. XBP DOES NOT WARRANT THAT CERTAIN RESULTS MAY BE OBTAINED BY CUSTOMER IN CONNECTION WITH ITS USE OF CUSTOMER’S WEBSITE(S).\

15.7. Force Majeure; Excuse. Neither party will be responsible or incur liability for any delay/failure to the extent it results from causes beyond its control, including but not limited to fire, explosion, act of terrorism, war, labor dispute, embargo, government order or requirement, civil or military authority, natural disaster, epidemic, general internet or communication line failures, power surges, civil disturbance, flood, earthquake, tornado, crime, riot, sabotage or other similar types of situations. If such situation occurs, the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to resume operations as soon as practicable. XBP will only perform the Services in conditions it deems to be safe for its Employees. Except as set forth in the T&C, XBP will not be obligated to manage or handle hazardous wastes or hazardous chemicals nor ship hazardous materials or hazardous chemicals as defined in Department of Transportation regulations.

15.8. Assignment, Amendment and Waiver. This T&C may not be assigned without the prior written consent of the other party (whether by operation of law or otherwise), except that either party may assign this T&C to a parent, subsidiary, affiliate, or successor to substantially all of the assets or stock of such party. Any purported assignment without consent will be deemed null and void and as having no effect. XBP may revise this T&C or any additional terms and conditions that are relevant to the Services from time to time to reflect changes in the law or to the Services. Please review the site on a regular basis to obtain timely notice of any revisions. XBP will post the revised terms on the Site with a “last updated” date. The Customer agree that XBP shall not be liable to you or to any third party for any modification of the Terms. IF YOU CONTINUE TO USE THE SERVICES AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS. No waiver will be deemed to be made by any party of any of its rights hereunder, unless the same will be in a writing signed by the waiving party.

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