Print Platform Services Agreement

Rev. 10/30/2025

Print Platform Services Agreement

UPrintHub.com LLC

This Print Platform Services Agreement (“Agreement”) is entered into by and between UPrintHub.com LLC, an Illinois limited liability company (“Provider”), and the UPS Store franchisee accepting these terms (“Customer”). By clicking “Accept,” checking the acceptance box, or otherwise electronically indicating agreement, Customer acknowledges that it has read, understood, and agrees to be bound by this Agreement as of the date of such acceptance. This acceptance has the same legal force and effect as a handwritten signature.

Recitals and Background

WHEREAS, Provider is engaged in the business of offering proprietary print platform services and related equipment to UPS Store franchisees for the purpose of facilitating print order management, fulfillment, and business operations;

WHEREAS, Customer desires to utilize Provider’s platform and, where applicable, Provider-supplied equipment to enhance its print service offerings and operational efficiency;

WHEREAS, Provider and Customer wish to set forth the terms and conditions governing the provision and use of such services, equipment, and related support, including pricing, payment, and protections for both parties;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, the parties agree as follows:

Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

“Provider”: UPrintHub.com LLC, an Illinois limited liability company, including its affiliates and successors.

“Customer”: The UPS Store franchisee entering into this Agreement, including its authorized representatives and personnel.

“Platform”: The proprietary online print management system and related software provided by Provider for use by Customer in connection with its business operations.

“Equipment”: Any hardware, including but not limited to preconfigured Apple iPads, supplied by Provider for exclusive use within Customer’s business premises in conjunction with the Platform.

“Services”: The provision of access to the Platform, supply of Equipment (where applicable), support, maintenance, and print fulfillment coordination as described herein.

“Fees”: All amounts payable by Customer to Provider under this Agreement, including setup fees, monthly platform fees, replacement fees, and any other charges as specified.

“Fulfillment Partner”: A separate UPS Store designated by Provider to fulfill print jobs and invoice Customer for print products ordered via the Platform.

“Payment Method”: The credit card, ACH, or other payment instrument maintained by Customer on file with Provider for the purpose of automatic billing.

“Business Premises”: The physical location(s) operated by Customer as a UPS Store franchisee and authorized for use of the Platform and Equipment.

“Activation Date”: The date on which Customer’s access to the Platform is enabled by Provider.

“Confidential Information”: Any non-public, proprietary, or confidential information disclosed by Provider to Customer, including Platform features, pricing, technology, and operational methods.

Scope of Services

Provider shall furnish Customer with access to its proprietary print platform (“Platform”) for use in managing print orders, sales, and related business operations. For Customers enrolled in the Pro Plan, Provider will supply a preconfigured Apple iPad (“Equipment”) for exclusive use within Customer’s business premises in conjunction with the Platform. Provider will also coordinate print fulfillment through a designated Fulfillment Partner, with print jobs fulfilled and invoiced on a weekly basis.

Services include ongoing access to the Platform, provision and maintenance of Equipment (where applicable), support for technical issues related to the Platform and Equipment, and facilitation of print order fulfillment. Provider will offer reasonable assistance to Customer in onboarding, training, and troubleshooting as needed.

Excluded from the scope of services are any custom software development, integration with third-party systems not expressly supported by Provider, or use of Equipment for personal or unauthorized business purposes. Provider does not guarantee that the Platform or Equipment will be error-free, uninterrupted, or meet Customer’s specific requirements. Provider shall not be liable for downtime, delays, or data loss, and reserves the right to modify, suspend, or discontinue any aspect of the Platform or Equipment with reasonable notice, subject to the terms of this Agreement.

Provider is not responsible for the acts, omissions, errors, or defaults of any Fulfillment Partner, and all claims relating to print products must be directed to the applicable Fulfillment Partner.

Pricing and Payment Terms

Setup Fees

Customers enrolling in the Pro Plan shall pay a one-time, non-prorated setup fee of $39.00 USD, refundable within the first thirty (30) days of Platform activation subject to the return of Equipment in original working condition.

Customers enrolling in the Plus Plan shall pay a one-time, non-prorated setup fee of $19.00 USD, refundable within the first thirty (30) days of Platform activation subject to the return of Equipment in original working condition.

Monthly Platform Fees

Pro Plan monthly platform fees are billed every thirty (30) days in arrears, based on the Customer’s print sales volume (measured in Provider Suggested Retail Prices) from the prior thirty (30) day period:

$0.00 if sales exceed $599.00

$19.00 if sales are between $299.00 and $599.00

$32.00 if sales are less than $299.00

Plus Plan monthly platform fee is $9.00, billed every thirty (30) days in arrears.

Provider may revise pricing, fees, or billing structures from time to time by providing at least thirty (30) days’ notice via email or through the Platform. Continued use of the Platform after such notice constitutes Customer’s agreement to the revised fees.

Taxes. All Fees are exclusive of applicable taxes, levies, or duties, and Customer shall be responsible for payment of all such amounts, excluding taxes based on Provider’s income.

Billing and Payment Method

Customer authorizes Provider to automatically bill all fees to the payment method on file. It is the Customer’s responsibility to maintain an active and valid payment method and promptly notify Provider of any changes.

Print jobs are fulfilled and invoiced weekly by a designated Fulfillment Partner. In the event of non-payment for print products, Customer authorizes Provider to debit the payment method on file on behalf of the Fulfillment Partner. Provider may suspend or terminate Customer’s access to the Platform and Equipment immediately upon any failed payment, chargeback, or other delinquency, in addition to pursuing collection remedies.

Provider may offset any amounts owed by Customer under this Agreement against any payments, credits, or other amounts due to Customer from Provider.

Late Fees and Interest

A $25.00 fee may apply for failed payments or non-sufficient funds.

Any overdue amounts may accrue interest at a rate of 1.5% per month, or the maximum rate allowed by law if less.

Provider reserves the right to pursue reasonable collection costs for overdue amounts.

Refunds and Non-Refundable Products

All print products are custom and non-refundable.

Setup fees are refundable only within the first thirty (30) days of Platform activation, subject to the return of Equipment in original working condition.

Equipment Ownership and Responsibilities

Ownership. All Equipment supplied by Provider remains the exclusive property of Provider at all times. Customer acquires no ownership interest in the Equipment.

Maintenance and Security

Customer is responsible for the safekeeping, maintenance, and proper use of the Equipment. Equipment must be used solely for its intended purpose in connection with the Platform and within Customer’s business premises.

Customer shall restrict access to Equipment to authorized personnel and implement reasonable security measures to prevent misuse or unauthorized access.

Loss, Theft, or Damage. In the event Equipment is lost, stolen, or damaged, Customer shall pay a replacement fee of $500.00 per item.

Return of Equipment. Upon termination or cancellation of this Agreement, Customer must return all Equipment to Provider at Customer’s expense. Cancellation is not deemed complete until Provider confirms receipt of Equipment; monthly platform fees will continue to accrue until return is confirmed.

Usage Restrictions and License

License Grant. Provider grants Customer a limited, non-transferable, non-exclusive right to access and use the Platform and Equipment solely for the purpose of managing print orders and related business operations within Customer’s business premises.

Restrictions

Customer shall not sublicense, assign, sell, lease, alter, reverse engineer, decompile, disassemble, or otherwise misuse the Platform or Equipment.

Use of Equipment for personal, unrelated, or unauthorized business purposes is strictly prohibited.

Customer shall restrict access to the Platform and Equipment to authorized personnel only and implement reasonable security measures to prevent misuse.

Compliance. Customer shall comply with all applicable laws, regulations, and franchise requirements in connection with use of the Platform and Equipment.

Data Use and Privacy

Collection and Use of Data. Customer acknowledges and consents that Provider may collect, retain, analyze, and utilize data generated by Customer’s use of the Platform and Equipment, including but not limited to transaction logs, user interactions, sales data, device diagnostics, customer order data, device usage patterns, and other analytics.

Aggregation, Anonymization, and Disclosure. Provider may aggregate and anonymize such data for internal purposes, product development, analytics, business operations, marketing, diagnostics, security, and compliance. Provider may disclose aggregated or anonymized information to third-party partners, vendors, or service providers as necessary for the operation and improvement of the Platform and related services.

Intellectual Property and Commercial Rights in Data. Provider retains all intellectual property and commercial rights to any data generated, collected, or processed through the Platform and Equipment. Customer expressly waives any ownership interest or rights to compensation arising from Provider’s use of such data.

Privacy Policy and Compliance. Any personally identifiable information collected will be stored and processed in accordance with Provider’s privacy policy. By entering into and continuing to use the Platform under this Agreement, Customer consents to all such use and processing, including any updates to the privacy policy and terms and conditions posted on the Provider’s website. Customer represents and warrants that it has obtained all necessary consents from its end-customers to allow Provider to process, store, and use order data in connection with the Services. Customer shall indemnify Provider against any claims arising from Customer’s failure to obtain such consents.

Intellectual Property Rights

Ownership. Provider retains all right, title, and interest in and to the Platform, Equipment, all related technology, software, documentation, branding, and any custom content or enhancements developed in connection with the Services. No rights are granted to Customer except as expressly set forth in this Agreement.

License Grant and Restrictions. Provider grants Customer a limited, non-transferable, non-exclusive license to use the Platform and Equipment solely for the purposes described herein and subject to all restrictions set forth in this Agreement. Customer shall not copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Platform, Equipment, or any related intellectual property.

Feedback. Any suggestions, feedback, or ideas provided by Customer regarding the Platform or Services shall be deemed non-confidential, and Provider shall be entitled to use such feedback without restriction or obligation to Customer.

Survival. The provisions of this section shall survive termination or expiration of this Agreement.

Limitation of Liability

Disclaimer of Warranties. The Platform and Equipment are provided “AS IS” and “AS AVAILABLE,” without warranties of any kind, whether express or implied. Provider expressly disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. Provider further disclaims any warranties that the Platform, Equipment, or Fulfillment Partner services will meet Customer’s quality standards, franchise obligations, or business requirements.

Exclusion of Damages. Provider shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost data, or business interruption, arising out of or related to the use or inability to use the Platform or Equipment, even if Provider has been advised of the possibility of such damages.

Limitation of Total Liability. Provider’s total liability under this Agreement, regardless of the form of action or forum, shall not exceed the greater of (i) one hundred dollars ($100), or (ii) the total amount paid by Customer to Provider in the six (6) months preceding the event giving rise to the claim. This limitation shall apply to all disputes, whether resolved by arbitration, litigation, or otherwise.

Termination and Effect of Termination

Term and Termination Rights. This Agreement operates on a month-to-month basis and may be terminated by either party at any time with ten (10) days’ written notice to the other party. Written notice shall be deemed delivered when sent via email to the address on file and by certified mail to the business address of record.

Obligations Upon Termination. Upon termination by either party, Customer shall immediately cease use of the Platform and Equipment. Customer must return all Equipment to Provider at Customer’s expense. Termination is not deemed complete until Provider confirms receipt of all Equipment; monthly platform fees will continue to accrue until such confirmation. Any outstanding fees, charges, or amounts due under this Agreement shall become immediately payable upon termination.

Effect of Termination. All rights and licenses granted to Customer under this Agreement shall terminate upon the effective date of termination. Sections relating to Equipment Ownership, Usage Restrictions, Data Use and Privacy, Intellectual Property Rights, Limitation of Liability, Indemnification, Dispute Resolution, and Miscellaneous Provisions shall survive termination or expiration of this Agreement.

Indemnification and Insurance

Indemnification. Customer agrees to indemnify, defend, and hold harmless Provider, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorney’s fees) arising out of or related to:

Customer’s use or misuse of the Platform or Equipment;

Violation of this Agreement or any applicable law or regulation;

Any breach of representations, warranties, or obligations under this Agreement.

Customer shall also indemnify, defend, and hold harmless Provider against any claims that (i) content, materials, or print orders submitted by Customer or its end-customers infringe, misappropriate, or otherwise violate any intellectual property or proprietary rights of a third party, or (ii) arise from acts or omissions of Customer’s employees, contractors, or end-customers in connection with the use of the Platform, Equipment, or Services.

Insurance. Customer shall maintain, at its own expense, adequate insurance coverage for loss, theft, or damage to Equipment, and for any liabilities arising from its business operations and use of the Platform and Equipment. Provider may request evidence of such insurance upon reasonable notice.

Dispute Resolution and Governing Law

Arbitration. Any disputes, controversies, or claims arising out of or relating to this Agreement shall be resolved exclusively through binding arbitration in Cook County, Illinois, under the rules of the American Arbitration Association. The parties agree that all claims must be brought in their individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law principles.

The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Cook County, Illinois, for any actions not subject to arbitration.

Miscellaneous Provisions

Assignment. Provider may assign or transfer this Agreement, in whole or in part, to any affiliate, successor-in-interest, or acquirer in connection with a merger, consolidation, reorganization, or sale of all or substantially all of its assets or business, without Customer’s consent. This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. Customer may not assign or transfer this Agreement or any rights or obligations hereunder without Provider’s prior written consent.

Force Majeure. Provider shall not be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, strikes, power outages, war, terrorism, or governmental actions. In such event, Provider’s obligations shall be suspended for the duration of the delay.

Notices. All notices required or permitted under this Agreement shall be deemed delivered when sent via email to the address on file and by certified mail to the business address of record. Either party may update its notice address by providing written notice to the other party.

Amendments. Provider may update or modify this Agreement at any time by posting revised terms on the Platform or Provider’s website. Material changes will be notified to Customer via email or through the Platform. Continued use of the Platform after such posting constitutes Customer’s acceptance of the revised terms. Except for such updates, no amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Language; No Reliance. This Agreement is drafted in English, which shall control in all respects. Customer acknowledges that it has not relied on any oral or written representation, statement, or promise not expressly set forth in this Agreement.

Entire Agreement. This Agreement constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral.

Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be replaced by a valid provision that most closely reflects the parties’ original intent.

Electronic Signatures. Signatures provided electronically, including via email, electronic signature platforms, or click-acceptance mechanisms (such as clicking “Accept” or checking a box), shall be deemed legally binding and enforceable to the same extent as original signatures.