EMBEDDED USPS® EPM® AGREEMENT

IMPORTANT-READ CAREFULLY: BE SURE TO CAREFULLY READ AND UNDERSTAND ALL OF THE RIGHTS AND RESTRICTIONS DESCRIBED IN THIS EMBEDDED USPS® EPM® AGREEMENT ("THE AGREEMENT"). YOU WILL BE ASKED TO REVIEW AND EITHER ACCEPT OR NOT ACCEPT THE TERMS OF THE AGREEMENT.

THIS IS A LEGAL AGREEMENT, BY AND BETWEEN YOU, ("YOU" or "YOUR") (EITHER AN INDIVIDUAL OR A SINGLE ENTITY), AND AUTHENTIDATE HOLDING CORP. ("AUTHENTIDATE"), A DELAWARE CORPORATION, TO PROVIDE EPM SERVICES AND EPMs. AUTHENTIDATE AND YOU MAY BE REFERRED TO HEREIN AS THE "PARTIES."  THE EFFECTIVE DATE OF THIS AGREEMENT IS THE DATE THAT AUTHENTIDATE RECEIVES FULL PAYMENT FROM YOU FOR THE EPMs.  THIS AGREEMENT AND THE TERMS HEREOF MAY BE MODIFIED BY AUTHENTIDATE FROM TIME TO TIME AT ITS SOLE DISCRETION AND YOU AGREE TO BE BOUND BY THE TERMS HEREOF AS MODIFIED BY AUTHENTIDATE.

The Parties agree as follows:

1. DEFINITIONS. The following definitions shall apply throughout this Agreement.

   a. Applied EPM.  An EPM that has been applied to an electronic file by You pursuant to use of the EPM Service.

   b. Authentidate Mark.  The trademark Authentidate.

   c. Date of Application.  The date on which a USPS EPM is applied to an electronic file by You pursuant to use of the USPS EPM Service.

   d. Electronic File. Computer-generated textual and/or graphical communication or document capable of being transmitted electronically.

   e. EPM or USPS EPM.  An electronic postmark that is used to identify an electronic file that has been processed by the USPS EPM Service.

   f. EPM Service or USPS EPM Service.  The electronic content integrity and time and date stamping service provided by Authentidate under license from the USPS to provide USPS EPMs.

   g. EPM Software.  Current version of the plug-in software program provided by AUTHENTIDATE, or the software program developed by You using the AUTHENTIDATE SDK, that is used to process an electronic file via the USPS EPM Service.  Use of the EPM Software is subject to a separate EPM Software Agreement or SDK License Agreement to be entered into by You and AUTHENTIDATE.

   h. Licensed Rights.  The USPS Intellectual Property Rights and the USPS Marks.

   i. Transaction. Each use of the USPS EPM Service to apply a USPS EPM.

   j. USPS® Intellectual Property Rights or USPS IP.  The rights that Authentidate has licensed from the United States Postal Service® relating to the provision of the Electronic Postmark Service.

   k. USPS Marks.  The trademarks Electronic Postmark®, USPS Electronic Postmark®, EPM®, USPS EPM®, USPS®, Electronic Postmark logo and the eagle symbol.

2. LICENSE GRANT AND LIMITATIONS ON USE.

   a. License Grant.  Subject to the terms of this Agreement, AUTHENTIDATE grants You, under the Licensed Rights, a non-exclusive, non-transferable, terminable license only to use the USPS EPM Service and a non-exclusive, non-transferable, terminable limited license to use the USPS Marks only as provided by the USPS EPM Service as provided to You by AUTHENTIDATE or its designee for the purpose for which it is provided, in consideration for the Fees.  No other licenses or rights are granted by implication or estoppel. No rights to sublicense are granted hereunder. AUTHENTIDATE and its licensors retain all of their respective rights, title and interest in and to the USPS EPM, the USPS EPM Software, the USPS IP and the USPS Marks.

   b. Modifications.  You shall not reverse engineer, reverse compile, disassemble, modify or alter the EPM Service, EPM Software or any EPM-related technology or materials which are the Intellectual Property of AUTHENTIDATE and its Licensors. You shall not attempt to derive the source code to the EPM Service or EPM Software or create any derivative works. You shall not use or duplicate the EPM Service, EPM Software or USPS Marks for any purpose other than as specified in this Agreement or make any of such items or the EPM available to unauthorized third parties.

   c. Limitations on Use. 

      1. In any event, regardless of any statements in any provisions, You shall have no rights any greater than those stated in the Section above entitled "Grant."   The following provisions clarify and may lessen, however, the Grant stated above.

      2. The Authentidate Mark, USPS Marks and EPM Service may not be used in any manner that expresses or might imply AUTHENTIDATE's or the USPS's sponsorship, endorsement, certification, or approval, of You or Your company. You agree that You will not use the USPS Marks or the Authentidate Mark in connection with any material that would likely be viewed as violent, sexually provocative, offensive, obscene, in violation of "hate crime" laws, or otherwise likely to shock or offend the community or in such a way as to bring AUTHENTIDATE, the USPS, its officers, employees, or Board of Governors, or any other of its trademarks, service marks or logos into public disrepute, scandal or ridicule, or that derogates from the public image or reflects unfavorably or negatively upon them. You shall not in any way alter, modify or copy the Authentidate Mark or USPS Marks or use such marks in any manner or form other than as expressly set forth herein.

      3. It is understood and agreed that the USPS Marks will automatically be privately duplicated and displayed in and/or on electronic files in accordance with system requirements designed by AUTHENTIDATE in the course of use of the EPM Service as provide by AUTHENTIDATE.

      4. You shall not modify or alter or attempt to improve or enhance the EPM Service or any part thereof, including but not limited to the USPS Marks, and possess no right to do so.

      5. Any use of the EPM Service or the USPS Marks not in accordance with this Agreement risks violating USPS trademark rights, risks violating other USPS Intellectual Property Rights, and constitutes a breach of this Agreement.

3. AUTHENTIDATE RIGHTS AND OBLIGATIONS.

   a. EPM Service.  The EPM Service is a service offered by AUTHENTIDATE under a non-exclusive licensing agreement with the USPS.   In such licensing agreement, the USPS licenses AUTHENTIDATE the right to provide USPS EPM Services using certain trademarks and other intellectual property owned by the USPS.  As the provider of the services, AUTHENTIDATE is solely responsible for the performance of the EPM Service offered and for providing the necessary customer support.

   b. Verification Services.  AUTHENTIDATE is solely responsible for serving as the primary verifier of any USPS EPMs applied by a customer of AUTHENTIDATE.  The USPS will serve as a backup verifier of any USPS EPM applied by a customer of AUTHENTIDATE. The USPS backup verification service for a USPS EPM is assured for the life of the Applied USPS EPM, but in no event for a period greater than seven years from the original Date of Application.

   c. This Agreement and the terms hereof may be modified by AUTHENTIDATE from time to time at its sole discretion and You agree to be bound by the terms hereof, as modified by AUTHENTIDATE.

4. YOUR RIGHTS AND OBLIGATIONS.

   a. Security. You agree to take reasonable security precautions to protect Your password and user ID for the EPM Service at least as great as the precautions that You take to protect Your own equipment and software, but in no event less than commercially reasonable and prudent care. You may not share Your password with anyone other than additional users that are registered with AUTHENTIDATE to use Your account. If You authorize additional users, You remain responsible for USPS EPM usage under the terms of this Agreement.

    b. Contacts. You assure AUTHENTIDATE that the information You provided to AUTHENTIDATE for USPS EPM registration is current, complete, and accurate and if such information should change, that You will promptly update Your registration information accordingly.

   c. Recognition. You shall accept the date and time that the EPM is attached to an electronic file as the official time and date for that file.

   d. No Malicious Content. You will not use the USPS EPM in conjunction with the transmission of malicious content. You must take commercially reasonable security precautions to assure that electronic files transmitted by You are free from viruses, worms, Trojan horses, or any other destructive code or software.  If You do use USPS EPMs in transmitting malicious content, AUTHENTIDATE may prohibit future transmissions from You and may require You to compensate AUTHENTIDATE and/or the USPS for any damages caused by such transmissions. If You fail to comply with such a request, AUTHENTIDATE may immediately terminate this Agreement and prevent You from further accessing or using the EPM Service and Verification Services.

5. INDEMNIFICATION.

Neither Party shall have any obligation to defend, indemnify, or hold harmless the other Party. Each Party shall be responsible for its own acts or omissions that may result in breach or damages. Each Party shall pay its own attorney fees relating to any third party claims.

6. LIMITATION OF LIABILITY.

IN NO EVENT SHALL AUTHENTIDATE OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, OR FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY MALFUNCTIONS, DELAYS, LOSS OF DATA, LOST PROFITS, LOSS OF GOODWILL, INTERRUPTION OF SERVICE OR LOSS OF BUSINESS OR ANTICIPATORY PROFITS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING. THE SOLE REMEDY AVAILABLE TO YOU SHOULD USE OF THE USPS EPM SERVICE NOT RESULT IN A COMPLETED TRANSACTION DUE TO A TEMPORARY SERVER FAILURE, OUTAGE, OR UNAVAILABILITY OF THE EPM SERVICE, IS AUTHENTIDATE ISSUING A CREDIT EQUIVALENT TO THE AMOUNT CHARGED FOR THE EPM TRANSACTION WHICH WAS UNABLE TO BE COMPLETED, BUT ONLY TO THE EXTENT THAT YOUR ACCOUNT WAS DEBITED FOR SUCH EPM TRANSACTION.

7. DISCLAIMER OF WARRANTIES.

THE USPS EPM IS PROVIDED ON AN "AS IS" BASIS AND AUTHENTIDATE AND ITS LICENSORS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, WHETHER ARISING BY COURSE OF DEALING OR PERFORMANCE, CUSTOM, USAGE IN THE TRADE OR PROFESSION OR OTHERWISE, WITH RESPECT TO ANY SERVICES, PRODUCTS, TECHNOLOGY, INTELLECTUAL PROPERTY, MATERIALS OR INFORMATION PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE RELIED ON NO REPRESENTATIONS OR WARRANTIES AND THAT NO OTHER REPRESENTATIONS OR WARRANTIES HAVE FORMED THE BASIS OF YOUR BARGAIN HEREUNDER.

8. TERM AND TERMINATION.

   a. This Agreement shall terminate upon termination of the underlying agreement that incorporates this Agreement.

   b. You acknowledge that AUTHENTIDATE may be irreparably harmed if Your obligations under this Agreement are not specifically enforced and that AUTHENTIDATE would not have an adequate remedy at law in the event of an actual or threatened violation by You of Your obligations despite the availability of monetary damages.  Therefore, You agree that AUTHENTIDATE shall be entitled to seek an injunction or any appropriate decree of specific performance for any actual or threatened violations or breaches by You, Your employees, agents and representatives without the necessity of AUTHENTIDATE showing actual damages or that monetary damages would not afford an adequate remedy, and without the necessity of posting a bond even if otherwise normally required.

9. CONFIDENTIALITY.

   a. You acknowledge that the USPS EPM Service provided to You contains proprietary information that includes trade secrets and copyrighted work product that are owned exclusively by AUTHENTIDATE and/or its Licensors.  You agree to hold the USPS EPM Service in strict confidence and shall not disclose, allow access to or otherwise make available the EPM Service, or any part thereof, to any other party without the written consent of AUTHENTIDATE, except to Your employees or other persons authorized by AUTHENTIDATE that are obligated by prior written agreement, between You and such other persons, to hold such information in confidence and to whom disclosure is necessary.

   b. You shall use reasonable means, but not less than that used to protect Your own proprietary information, to safeguard the USPS EPM Service.

   c. You shall be responsible for any unauthorized use or disclosure of the USPS EPM Service by any of Your employees, agents or independent consultants and agree to indemnify AUTHENTIDATE for all fees, costs and expenses (including reasonable attorneys' fees) incurred by AUTHENTIDATE as a result of any breach of this Agreement by You or Your employees, agents or independent consultants.

10. GENERAL PROVISIONS.

   a. Choice of Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. The Parties each irrevocably submit to the exclusive jurisdiction of the United States District Court for the District of New Jersey and waive any defenses of lack of personal jurisdiction, the laying of venue or forum nonconveniens.

   b. Dispute Resolution Mechanism. If a dispute arises out of or relates to this Agreement, or the breach thereof, and if the dispute cannot be settled through direct discussions, the Parties agree first to endeavor to settle the dispute in an amicable manner by negotiation between the Parties. If the dispute cannot be settled within thirty (30) calendar days of the start of such negotiations, then the Parties may by mutual agreement, conduct a non-binding mediation proceeding under such rules and procedures as they may agree upon. Thereafter, any unresolved controversy or claims arising out of or relating to the Agreement, or the breach thereof, may be brought by a Party in the appropriate judicial forum as set forth above.

   c. Third Party Beneficiaries. Other than as set forth herein concerning the USPS, each Party hereto intends that this Agreement shall not benefit or create any right or cause of action in or on behalf of any person or entity other than You and AUTHENTIDATE.

   d. Notices. Except as otherwise provided herein, all notices, or other communications to be given hereunder will be in writing to the address provided at the bottom of this Agreement, and will be transmitted by postage prepaid registered or certified mail, return receipt requested; overnight courier service, facsimile, or by electronic mail via the Internet with an EPM and receipt being acknowledged by the recipient by return electronic mail (with a copy of such electronic mail concurrently transmitted by postage prepaid registered or certified mail, return receipt requested). All notices will be deemed to have been duly given on the date of receipt (or if delivery is refused, the date of such refusal). Notice will be directed to You at the address set forth on the USPS EPM Registration Page at https://www.uspsepm.com/crm/viewProfile.adate or as provided to Authentidate Customer Service.

   e. Survival and Severability. The provisions in Articles 5, 6, 7, 9 and 10, Sections 2(b) and 8(b), and AUTHENTIDATE's obligation to retain Transaction data, shall survive any termination or expiration of this Agreement. If any provision in this Agreement shall be found or be held to be invalid or unenforceable, then the meaning of said provision shall be considered, to the extent feasible, to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement which shall remain in full force and effect unless the severed provision is essential and material to the rights or benefits received by any Party. In such event, the Parties shall use best efforts to negotiate, in good faith, substitute, valid and enforceable provision or agreement which most nearly affects the Parties' intent in entering into this Agreement.

   f. Miscellaneous. References to Sections, Articles, and Exhibits are to Sections, Articles, and Exhibits in this Agreement. The subject headings of the Sections of this Agreement are for reference only, and shall not affect the interpretation of any provision. No waiver of or failure to enforce any term of this Agreement shall be binding on a Party unless the same shall have been mutually assented to in writing by all Parties. No representations or statements of any kind made by either Party that are not expressly stated herein shall be binding on such Party. No Amendment to this Agreement shall be binding upon any Party unless mutually assented to in writing by all Parties. The Parties agree that this Agreement constitutes the complete and entire agreement of the Parties and supersedes all previous communications, oral or written, between the Parties relating to the License and to the subject matter hereof. This Agreement is not assignable by You or by operation of law without the express written approval of AUTHENTIDATE. Any assignment or attempt to assign without such written approval shall be void.

   g. YOU CERTIFY THAT YOU ARE 1) 18 YEARS OF AGE AND LEGALLY CAPABLE OF ENTERING INTO A BINDING CONTRACT, AND 2) YOU ARE AN INDIVIDUAL, OR IN THE CASE OF AN ENTITY, AN AGENT OF THE ENTITY, AUTHORIZED TO EXECUTE THIS AGREEMENT.

YOU MAY RECEIVE A COPY OF THIS AGREEMENT BY CONTACTING USPS EPM CUSTOMER SUPPORT AT This e-mail address is being protected from spam bots, you need JavaScript enabled to view it , OR USPS EPM CUSTOMER SUPPORT, AUTHENTIDATE HOLDING CORP. at Connell Corporate Center, 300 Connell Drive, 5th Floor, Berkeley Heights, New Jersey 07922.