These Terms of Use constitute an agreement (this “Agreement”) for the provision of Cloud Services by Pintuna Inc, a Delaware corporation (“Pintuna”), and any person or entity opening an online account with Pintuna (“Customer”), (Pintuna and Customer, each a “Party” and collectively “Parties”) as specified in the customer information provided by Customer to Pintuna in the Customer Order for the purpose of obtaining Cloud Services as a technology solution to aid Customer in managing its business. This Agreement is effective as of the date Customer clicks “Accepted and Agreed To” or a similar button in the process of opening an online account with Pintuna (the “Effective Date”). Customer’s use of Pintuna’s Cloud Services is governed by this Agreement.

A. DEFINITIONS. The following capitalized terms shall have the following meanings whenever used in this Agreement.

1. “Cloud Services” means the various apps (for example – gift cards, store credits, passes, membership cards, loyalty program, etc) provided by Pintuna as a Software as a Service (SaaS) on a subscription basis offered through the Website (and a mobile app, if Pintuna offers one)
   

2. “Additional Services” means additional services by Pitnuna to Customer, as may be selected by Customer in Customer Order and paid for by Customer (“Additional Services”) in connection with the Cloud Services, including but not limited to graphic art services related to the development of a card design, placement of orders for physical cards with a third-party supplier, onboarding processes, etc.
   

3. “Aggregate Data” refers to Customer Data with the following removed: personally identifiable information and the names and addresses of Customer and any of its End Users
   

4. “AUP” means Pintuna’s acceptable use policy and/or General Terms of Use governing the use of the Website by End Users as currently posted at https://app.pintuna.com/legal/terms-of-use.
   

5. “Confidential Information” has the meaning ascribed to it in Section H.
   

6. “Customer Data” means data in electronic form inputted into or collected through the Cloud Services by or from Customer, including without limitation by Customer’s End Users.
   

7. “Customer Order” means an order for access and subscription to Cloud Services entered by Customer through Pintuna’s online registration process on the Website or executed by Customer by means of a form of Customer Order provided by Pintuna, and acknowledged by such Customer (including through a click-to-agree online process or electronically-signed document exchange).
   

8. “Documentation” means Pintuna's standard manual related to use of the Cloud Services, as well as any additional documentation provided to Customer in connection with this Agreement.
   

9. “End User” means an individual or an entity doing business with the Customer accessing Cloud Services.
   

10. “Feedback” has the meaning ascribed to it in Section 6.2 hereof.
    

11. “Gift Card” means a prepaid (stored value, closed loop) gift card issued by Customer to End Users solely to be used as means of payment for the purchase of Customer’s goods and/or services and for no other purpose.
    

12. “Customer Card Program” has the meaning ascribed to it in Section B.1
    

13. “Cards” means Customer branded digital and / or physical cards issued through the Cloud Services and Additional Services
    

14. “Mobile App” has the meaning ascribed to it in Section 2.3 hereof.
    

15. “Privacy Policy” means Pintuna’s privacy policy, currently posted at https://app.pintuna.com/legal/privacy-policy
    

16. “Cloud Services Fees” has the meaning ascribed to it in Section D.1 hereof.  
    

17.  “Term” is defined in Section 11.1 below.
    

18. “Website” means the website owned and operated by Pintuna at https://pintuna.com
    

B. Access by Customer

1. Customer Card Program.  Subject to the terms and conditions of this Agreement and performance of Customer’s obligations set forth herein, Pintuna will use reasonable commercial efforts to provide the Cloud Services to Customer during the Term in connection with the operation and administration by Customer of a Customer’s various Card Programs offering the use of Customer-issued Cards (the "Customer Card Program") to Customer’s End Users enrolled in the Customer Card Program.  Customer will operate the Customer Card Program to offer its End Users an option to pay for (or use) Customer products and/or services and to use certain designated portions of the Website.
   

2. Use of the Cloud Services. During the Term and provided that this Agreement has not been terminated by either Party, and in consideration of the payment of the Cloud Services Fees, Customer may access and use the Cloud Services pursuant and subject to: (a) the terms of any outstanding Customer Order, including such features and functions as the Customer Order provides and any limitations on the number of End Users, data volume and capacity as the Customer Order imposes; and (b) AUP and Pintuna’s other policies posted on its Website, as such policies may be updated from time to time.
   

C. Access by End Users

End Users will be permitted remote access to certain features of the Website accessible to such End Users with such functionality as enabled by Customer for its End Users through a password-protected log-in page for the limited purpose of managing their Customer Card accounts and monitoring their Customer Card balances in compliance with the rules and procedures established by Customer, AUM and applicable law.

1. Documentation: Customer may reproduce and use the Documentation solely as necessary to support its use of the Cloud Services.
   

2. Customer Card Program Management.  Any changes to the End User’s Card account which may be made by Customer using the Cloud Services, including without limitation crediting/debiting Card balances, enrolling/onboarding new End Users, accepting payments from End Users, blocking or cancelling Cards and otherwise managing End Users’ accounts opened with Customer, shall be at the sole discretion and risk of Customer. Customer hereby acknowledges that Pintuna is acting solely as a provider of Cloud Services to Customer and that any action or omission on the part of Customer with respect to End Users’ use of the Cloud Services is Customer’s sole responsibility. Any disputes with respect to Customer’s services and End Users’ claims with respect to any outstanding balances on (or status of) their Cards shall be between the End User and Customer.
   

3. End User’s Payments.  Customer’s End Users may use such payment processor or solution as Customer may specify in order to transfer funds to their Cards and to pay Customer-imposed fees and charges.  Pintuna will not be responsible for such transfers or remittances.
   

D. FEES

1. Fees.  Customer shall pay Pintuna the periodic subscription fees for the access to and use of the Cloud Services (“Cloud Services Fees”) in accordance with the schedule of Cloud Services Fees which are posted on the Website for the relevant Cloud Services from time to time, unless otherwise agreed by means of an executed Customer Order, and such one-time fees for the Additional Services (“Additional Fees”) as Customer selects in the Customer Order (Cloud Services Fees and Additional Fees together, the “Fees”) during each Term. Cloud Services Fees are dependent on the number of active End Users, transaction amounts, number of transactions, workflows, length of the Term, data volume and such other capacity limitations as may be stated in the schedule of Cloud Services Fees on the Website or in the Customer Order, if applicable.
   

2. Payment of Fees.  Customer authorizes Pintuna to charge an amount equal to the amount of the Cloud Services Fees on a monthly or other periodic basis and the aggregate amount of the applicable Additional Fees, as set forth in the Customer Order, to the credit card and/or bank account specified in the Customer Order in advance of provision of services to Customer by means of automatic debit or credit card charge or via ACH bank transfer for the duration of each Term. Customer hereby agrees to keep such valid credit card and/or bank account in effect with sufficient credit limit to enable Pintuna to charge the Fees every month or such other period of each Term, as applicable, and not to challenge such charges or to request reversal of such charges. Pintuna will not be required to refund the Fees under any circumstances. When Payment of Fees is made using a credit card, Customer agrees to pay the credit card fees. 
   

3. Taxes. All Fees are exclusive of, and Customer is responsible for, applicable federal or national, state or provincial, or local sales, use, excise, export or other applicable taxes, except for taxes on the net income of Pintuna. Pintuna may add any such taxes to the applicable Fees.
   

E. CUSTOMER DATA & PRIVACY

1. Use of Customer Data. Unless it receives Customer’s prior written consent, Pintuna: (a) shall not access, process, or otherwise use Customer Data other than as necessary to operate and facilitate the Cloud Services, to provide Cloud Services to Customer and to improve Customer’s experience on the Cloud Services; and (b) shall not intentionally grant any third-party access to Customer Data other than for the purposes of providing the Cloud Services and operating the Cloud Services. Notwithstanding the foregoing, Pintuna may disclose Customer Data as required by applicable law or by proper legal or governmental authority. Pintuna shall give Customer prompt notice, if permitted by applicable law, of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer’s expense.
   

2. Privacy Policy. The Privacy Policy applies only to the Cloud Services and does not apply to any third-party website or service linked to the Cloud Services or recommended or referred to through the Cloud Services or by Pintuna’s staff.
   

3. Risk of Exposure. Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Cloud Services, Customer assumes such risks. Pintuna offers no representation, warranty, or guarantee that Customer Data will not be exposed or disclosed through errors or the actions of third Parties.
   

4. Data Accuracy. Pintuna shall have no responsibility or liability for the accuracy of data uploaded to the Cloud Services by Customer, including without limitation Customer Data and any other data uploaded by End Users.
   

5. Data Deletion. Pintuna may permanently erase Customer Data if Customer’s account is delinquent, suspended, or terminated for 30 days or more.
   

6. Excluded Data. Customer represents and warrants that Customer Data does not and will not include, and Customer has not and shall not upload or transmit to Pintuna's computers, servers, network or other media, any data that is subject to heightened security requirements as a result of Customer’s internal policies or practices or by law or regulation (examples include but are not limited to the Health Insurance Portability and Accountability Act (HIPAA), the Gramm–Leach–Bliley Act (GLBA), Family Educational Rights and Privacy Act (FERPA), etc. (the "Excluded Data Laws"))(such Customer Data collectively, “Excluded Data”). CUSTOMER RECOGNIZES AND AGREES THAT: (a) PINTUNA HAS NO LIABILITY FOR ANY FAILURE TO PROVIDE PROTECTIONS SET FORTH IN THE EXCLUDED DATA LAWS OR OTHERWISE TO PROTECT EXCLUDED DATA; AND (b) PINTUNA’S SYSTEMS, INCLUDING THE SYSTEM, ARE NOT INTENDED FOR MANAGEMENT OR PROTECTION OF EXCLUDED DATA AND MAY NOT PROVIDE ADEQUATE OR LEGALLY REQUIRED SECURITY FOR EXCLUDED DATA.
   

7. Aggregate and Anonymized Data. Notwithstanding the provisions above of this Article E.4, Pintuna may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion.
   

F.CUSTOMER’S RESPONSIBILITIES AND RESTRICTIONS

1. Acceptable Use. Customer shall comply and cause its End Users to comply with the AUP. Customer shall not: (a) use the Cloud Services for service bureau or time-sharing purposes or in any other way allow third Parties, including Customer’s affiliates, to exploit the Cloud Services; (b) provide Cloud Services passwords or other log-in information to any third party; (c) share non-public Cloud Services features or content with any third party; or (d) access the Cloud Services in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Cloud Services, or to copy any ideas, features, functions or graphics of the Cloud Services. In the event that it suspects any breach of the requirements of this Section F.1, including without limitation, by End Users, Pintuna may suspend Customer’s access to the Cloud Services without advanced notice, in addition to such other remedies as Pintuna may have. Neither this Agreement nor the AUP requires that Pintuna take any action against Customer or any End User or other third party for violating the AUP, this Section F.1, or this Agreement, but Pintuna is free to take any such action it sees fit.
   

2. Unauthorized Access. Customer shall take reasonable steps to prevent unauthorized access to the Cloud Services, including without limitation by protecting its passwords and other log-in information. Customer shall notify Pintuna immediately of any known or suspected unauthorized use of the Cloud Services or breach of its security and shall use best efforts to stop said breach.
   

3. Compliance with Laws. In its use of the Cloud Services and operation of Customer’s Customer Card Program, Customer shall comply with all applicable laws and regulations, including without limitation laws governing the protection of personally identifiable information and other laws applicable to the protection of Customer Data and operation of the Customer Card Program, including without limitation, the Credit Card Accountability, Responsibility and Disclosure Act of 2009.
   

4. End Users & Cloud Services Access. Customer is responsible and liable for: (a) End Users’ use of the Cloud Services, including without limitation unauthorized End User conduct and any End User conduct that would violate the AUP or the requirements of this Agreement applicable to Customer; and (b) any use of the Cards by End Users, whether authorized or unauthorized.
   

G. INTELLECTUAL PROPERTY AND FEEDBACK

1. IP Rights to the Cloud Services. Pintuna retains all right, title, and interest in and to the Cloud Services, including without limitation all software, system software and applications used to provide the Cloud Services, including any source code, updates, improvements, enhancements, modifications or derivative works thereof, whether or not patentable, and all inventions, content, graphics, media, user interfaces, logos, and trademarks and service marks contained in, displayed, performed or reproduced through the Cloud Services. This Agreement is an agreement for services and does not grant Customer any intellectual property license or rights in or to the Cloud Services or any of its components. Customer understands and agrees that the Cloud Services and its respective components are protected by copyright and other U.S. and international laws.
   

2. Feedback. Pintuna has not agreed to and does not agree to treat as confidential any Feedback (as defined below) Customer or End Users may provide to Pintuna, and nothing in this Agreement or in the Parties’ dealings arising out of or related to this Agreement will restrict Pintuna’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer or the End User in question. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of the Cloud Services or Pintuna’s products or services).
   

H. CONFIDENTIAL INFORMATION

1. “Confidential Information” refers to the following items Pintuna discloses to Customer: (a) any document Pintuna marks “Confidential”; (b) any information Pintuna orally designates as “Confidential” at the time of disclosure, provided Pintuna confirms such designation in writing within seven (7) business days; (c) the Documentation, this Agreement, Customer Order, the Customization Services Addendum, Statements of Work and any communications between Pintuna and Customer in relation to this Agreement or the Customization Services Addendum, whether or not marked or designated confidential; and (d) any other nonpublic, sensitive information disclosed by Pintuna, whether or not marked or designated “Confidential.” Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Customer’s possession at the time of disclosure; (ii) is independently developed by Customer without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Customer’s improper action or inaction; or (iv) is approved for release in writing by Customer.

2. Nondisclosure. Customer shall not use Confidential Information for any purpose other than the use of the Cloud Services for its ordinary internal business purposes (the “Purpose”). Customer: (a) shall not disclose Confidential Information to any employee or contractor of Customer unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with Customer with terms no less restrictive than those of this Article H; and (b) shall not disclose Confidential Information to any other third party without Pintuna’s prior written consent. Without limiting the generality of the foregoing, Customer shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Customer shall promptly notify Pintuna of any misuse or misappropriation of Confidential Information that comes to Customer’s attention. Notwithstanding the foregoing, Customer may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Customer shall give Pintuna prompt notice of any such legal or governmental demand and reasonably cooperate with Pintuna in any effort to seek a protective order or otherwise to contest such required disclosure, at Pintuna’s expense.

3. Injunction. Customer agrees that breach of this Article H would cause Pintuna irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Pintuna will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.

4. Termination & Return. With respect to each item of Confidential Information, the obligations of Section H.2 above (Nondisclosure) will terminate five (5) years after the date of disclosure. Upon termination of this Agreement, Customer shall return all copies of Confidential Information to Pintuna or certify, in writing, the destruction thereof.

5. Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. Pintuna will retain all right, title, and interest in and to all Confidential Information.

I. REPRESENTATIONS & WARRANTIES

1. From Pintuna. Pintuna represents and warrants that it is the owner of the Cloud Services and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party. Pintuna’s representations and warranties in the preceding sentence do not apply to use of the Cloud Services in combination with hardware or software not provided by Pintuna. In the event of a breach of the warranty in this Section I.1, Pintuna, at its own option and expense, will promptly take the following actions: (a) secure for Customer the right to continue using the Cloud Services; (b) replace or modify the Cloud Services to make it non-infringing; or (c) terminate the infringing features of the Cloud Services and refund to Customer any prepaid fees for such features, in proportion to the portion of the Term left after such termination. The preceding sentence states Pintuna’s sole obligation and liability, and Customer’s sole remedy, for breach of the warranty in this Section I.1 and for potential or actual intellectual property infringement by the Cloud Services.
   

2. From Customer. Customer represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the Cloud Services; (c) it is a corporation, limited liability company, the sole proprietorship or an individual 18 years or older, or another entity authorized to do business in each jurisdiction where it transacts business pursuant to applicable law; and (d) has obtained all necessary authorizations, permits and licenses to operate the Customer Card Program under applicable laws.
   

3. Exculpation. Customer agrees and understands that it shall retain sole responsibility and accountability for its management of the Customer Card Program and, as further consideration under this Agreement, agrees that Pintuna and its and its respective affiliates’ officers, directors, managers, members, partners, employees and agents (collectively, “Released Persons”) shall have no liability to Customer or its subsidiaries, owners, members, customers, shareholders, partners, affiliates, debt holders or creditors for any claims, liabilities, losses, damages, costs and expenses (or any action, claim, suit or proceeding in respect thereof) related to or arising out of or in connection with the Cloud Services  (whether occurring before, at or after the date of the Agreement) under this Agreement, whether or not resulting from a Related Persons’ negligence (“Losses”), except to the extent such Losses have resulted solely from the willful misconduct or bad faith of Pintuna.    
   

4. Warranty Disclaimers. Except as provided in Section I.1 above, CUSTOMER ACCEPTS THE CLOUD SERVICES “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) PINTUNA HAS NO OBLIGATION TO INDEMNIFY OR DEFEND CUSTOMER OR END USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) PINTUNA DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (c) PINTUNA DOES NOT REPRESENT OR WARRANT THAT THE CLOUD SERVICES IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE.
   

J. INDEMNIFICATION

Customer shall defend, indemnify, and hold harmless Pintuna and each of the Pintuna’s Associates (as defined below) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of or related to Customer's alleged or actual use of, misuse of, or failure to use the Cloud Services and Customer’s operation of the Customer Card Program, including without limitation: (a) claims by End Users; (b) claims, investigations, actions or proceedings of any government agencies, bodies or authorities related to the operation of the Customer Card Program by Customer; (c) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including Customer Data; (d) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the Cloud Services through an End User’s account, including without limitation, Customer Data; and (e) claims that Customer’s use of the Cloud Services harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. Indemnified Claims include, without limitation, claims arising out of or related to Pintuna’s negligence. Customer’s obligations set forth in this Article J include retention and payment of attorneys and payment of court costs, as well as settlement at Customer’s expense and payment of judgments. Pintuna will have the right to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (The “Pintuna Associates” are Pintuna’s officers, directors, shareholders, subsidiaries, agents, representatives, advisors, successors, and assigns.)

K. LIMITATION OF LIABILITY

1. Dollar Cap. PINTUNA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF THE FEES ACTUALLY PAID BY CUSTOMER TO PINTUNA IN A PERIOD OF ONE MONTH IMMEDIATELY PRECEDING THE DATE ON WHICH CUSTOMER PRESENTS A CLAIM TO PINTUNA WITH RESPECT TO PINTUNA’S BREACH OF PINTUNA’S OBLIGATIONS UNDER THIS AGREEMENT.
   

2. Exclusion of Consequential Damages. IN NO EVENT WILL PINTUNA BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
   

3. Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS ARTICLE K APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF PINTUNA IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF CUSTOMER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Article K, Pintuna’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, Pintuna’s liability limits and other rights set forth in this Article K apply likewise to Pintuna’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.
   

L. TERM AND TERMINATION

1. Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and continue for the initial term selected by the Customer as specified in a Customer Order.  Following its expiration, the Term will renew for successive terms equal to the initial term specified in the Customer Order, unless either Party refuses such renewal by written notice to the other Party 30 or more days before the renewal date.
   

2. Termination for Cause. Either Party may terminate this Agreement or any Customer Order if the other Party: (i) fails to cure any material breach (including, without limitation, Customer's failure to pay the Fees) of this Agreement within thirty (30) days after written notice of such breach; (ii) ceases operation without a successor; or (iii) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such Party (and not dismissed within sixty (60) days thereafter).
   

3. Effects of Termination. Upon termination of this Agreement, Pintuna shall discontinue Customer’s access to the Cloud Services, and Customer shall cease all use of the Cloud Services and delete, destroy, or return all copies of the Documentation in its possession or control. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay the Fees (unless the termination is by Customer for cause); (b) Articles and Sections G (IP & Feedback), H (Confidential Information), I.3 (Exculpation), I.4 (Warranty Disclaimers), J (Indemnification), K (Limitation of Liability) and M (Publicity); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.
   

M. PUBLICITY

In further consideration of the rights granted hereunder to Customer, Customer agrees to permit Pintuna to use Customer's name and trademarks and service marks to identify Customer as a Pintuna customer on the Website, in Pintuna’s marketing materials and in other sales and marketing activities, provided that Customer does not notify Pintuna in writing of its revocation of such permission. Customer agrees to cooperate with Pintuna in reasonable publicity efforts involving the Cloud Services, such as, for example, media releases and marketing materials in accordance with Pintuna's reasonable request.

N. MISCELLANEOUS

1. Independent Contractors. The Parties are independent contractors and will so represent themselves in all regards. Neither Party is the agent of the other, and neither may make commitments on the other’s behalf. The Parties agree that no Pintuna employee or contractor will be an employee or contractor of Customer.
   

2. Notices. Pintuna may send notices pursuant to this Agreement to Customer’s email contact points provided by Customer, and such notices will be deemed received 24 hours after they are sent. Customer may send notices pursuant to this Agreement to Pintuna, and such notices will be deemed received 72 hours after they are sent in writing and if delivered personally, mailed via registered or certified mail (return receipt requested and postage prepaid) or sent by courier (confirmed by receipt) addressed to Pintuna Inc, 1560 Grackle Way, Sunnyvale, CA 94087.
   

3. Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing Party’s reasonable control.
   

4. Assignment & Successors. Customer may not assign this Agreement or any of its rights or obligations hereunder without Pintuna’s express written consent. Except to the extent forbidden in this Section N.4, this Agreement will be binding upon and inure to the benefit of the Parties’ respective successors and assigns.
   

5. Severability. To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
   

6. No Waiver. Neither Party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
   

7. No Third-Party Rights.  Nothing in this Agreement, express or implied, is intended to or shall confer upon any person (other than the Parties), including without limitation, any End User, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
   

8. Choice of Law & Jurisdiction: This Agreement will be governed solely by the internal laws of the State of California, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the Parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The Parties consent to the personal and exclusive jurisdiction of the federal and state courts of the County of San Jose, California
   

9. Conflicts. In the event of any conflict between this Agreement and any Pintuna policy posted online, including without limitation the AUP or Privacy Policy, the terms of this Agreement will govern.
   

10. Headings. The section headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

11. Technology Export. Customer shall not: (a) permit any third party to access or use the Cloud Services in violation of any U.S. law or regulation; or (b) export any software provided by Pintuna or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Customer shall not permit any third party to access or use the Cloud Services in, or export such software to, a country subject to a United States embargo (as of the Effective Date, Cuba, Iran, North Korea, Sudan, and Syria).

12. Entire Agreement. This Agreement sets forth the entire agreement of the Parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither Party has relied upon any such prior or contemporaneous communications.

13. Amendment. Pintuna may amend this Agreement from time to time by posting an amended version at its Website and, solely with respect to Customers, sending Customer written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Pintuna written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of Customer’s next Term following the Proposed Amendment Date (unless Customer first terminates this Agreement pursuant to Article L, Term & Termination). Customer’s continued use of the Cloud Services following the effective date of an amendment will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each Party. Notwithstanding the foregoing provisions of this Section N.13, Pintuna may revise the Privacy Policy and AUP at any time by posting a new version of either at the Website, and such new version will become effective on the date it is posted.

O. Acceptance

CUSTOMER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS. THE PERSON ACCEPTING THIS AGREEMENT ON CUSTOMER’S BEHALF THROUGH PINTUNA’S ONLINE REGISTRATION PROCESS OR BY MEANS OF A CUSTOMER ORDER REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS AND CONDITIONS. Customer further acknowledges that this Agreement does not have to be signed in order to be binding. Customer will have indicated its assent to the terms of the Agreement by creating an account or by clicking on the "Accepted and Agreed to" (or similar button) that is presented to Customer at the time of its opening of an online account with Pintuna and submitting an order for the Cloud Services through Pintuna’s online registration process on the Website or by executing and transmitting to Pintuna a Customer Order.