TERMS OF SERVICE

These Terms of Service (“Terms of Service”) govern your access to and use of services (“Service” or “Services”) made available by Justuno, Inc. ("Justuno" or “we”), including Services made available at www.justuno.com (“Site”). BY ACCESSING, BROWSING, OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN, AND ANY POLICIES REFERENCED BY, THESE TERMS OF SERVICE, INCLUDING ANY SUBSEQUENT CHANGES TO THEM. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE OR ANY SUBSEQUENT MODIFICATION, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE SERVICES.



GRANT OF RIGHTS

Subject to these Terms of Service, Justuno hereby grants to you a non-exclusive, non-transferable worldwide, royalty-free right to access and use the Services during the subscription term you purchased.



FEES & PAYMENT

You must pay all fees and charges (“Fees”) in accordance with these Terms of Service and each mutually executed Order Form and any applicable Statement of Work (“SOW”). Except to the extent otherwise expressly stated in these Terms of Service or in an Order Form or SOW:

  1. All obligations to pay Fees are non-cancelable.
  2. You must make all payments without setoffs, withholdings or deductions of any kind.
  3. You must pay all Fees due under all Order Forms and SOW within thirty (30) days after you receive an invoice (invoices are deemed received when Justuno emails them to your designated billing contact).
  4. All payments must be in U.S. dollars.

Except to the extent otherwise expressly stated therein, if an applicable Order Form or SOW provides for payment via credit card or electronic money transfer (e.g., ACH), Justuno is permitted to process such payment on the date of Justuno’s invoice. You can choose different subscription plans to purchase the Services: monthly, quarterly or annual. All subscriptions automatically renew on the same payment and use terms upon their expiration. You can cancel your Justuno plan anytime. Subscription cancellations may only be submitted online at https://www.justuno.com/admin/settings/index.htm#Account You agree that any subscription cancellation requests made via email, phone, fax or letter shall be void and invalid. We offer a 30-day Money-Back Guarantee on all annual subscriptions. We do not offer any refunds on monthly or quarterly subscriptions. You are solely responsible for canceling your account. If you cancel your account via an App store integration, you still must cancel from within your Justuno account to cease billing.

In accordance with each Order Form: (i) Justuno charges and collects in advance Service Edition Fees for use of the Service based on the edition of the Service subscribed to by you, and your anticipated transaction volume using the Service. Justuno will invoice you for recurring Fees thirty (30) days prior to the start of each period following the applicable initial Service period; and (ii) you will pay the applicable additional fees if your use of the Service exceeds the transaction volume specified in the applicable Order Form. Such additional fees will be assessed monthly in arrears.

Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities in connection with any Order Forms or SOW. You are responsible for paying all such taxes, levies, or duties, excluding only taxes based solely on Justuno’s income. If Justuno has the legal obligation to pay or collect taxes for which you are responsible, the appropriate amount will be invoiced to and paid by you unless you provide Justuno a valid tax exemption certificate authorized by the appropriate taxing authority. You agree to provide Justuno accurate billing and other contact information for each Order Form and SOW at all times during the subscription term. You shall update this information within thirty (30) days after any changes, via your settings page online at https://www.justuno.com/admin/settings/index.htm#Account. You shall also maintain, at all times during the Service Term, at least one user who is a current employee and is authorized to administer your use of the Service (e.g., by creating accounts and resetting passwords).

If you fail to make any payments required under any Order Forms or SOW, then in addition to any other rights Justuno may have under these Terms of Service or applicable law:
  1. You will owe Justuno an interest penalty of one and one-half percent (1.5%) per month on any outstanding balance under each delinquent invoice, or the maximum permitted by law (whichever is less).
  2. Justuno will be entitled to recover its reasonable attorneys’ fees, other legal expenses (including expert witness fees and expenses on appeal) and other reasonable costs to collect such amounts.
  3. Justuno reserves the right to temporarily suspend your access to the Service if your account remains delinquent for thirty (30) days after receipt of a delinquency notice from Justuno (which may be provided via email to your billing contact). You will continue to incur and owe all applicable Fees irrespective of any such Service suspension due to your delinquency.



OWNERSHIP OF SERVICE & CUSTOMER DATA

The Services are the property of Justuno, and are protected by copyright, trade secret and other intellectual property laws. Justuno and its licensors retain any and all rights, title and interest in and to the Services (including, without limitation, all intellectual property rights), including all copies, modifications, extensions and derivative works thereof. All rights not expressly granted to you are reserved and retained by Justuno and its licensors. As between you and Justuno, (a) all Customer Data is your property, and (b) you retain any and all rights, title and interest in and to the Customer Data, including all copies, modifications, extensions and derivative works thereof. “Customer Data” means any data, information or material received by the Service from you or your users in the course of accessing or using the Service.



PRIVACY, SECURITY, CONTINUITY & SUPPORT

For the purposes of interpreting these Terms of Services, “Privacy Laws” means all European Union member country and U.S. laws and regulations regarding data privacy and transmission of personal data that apply to Justuno’s provision of the Service to you (e.g., storing and processing Customer Data), including, without limitation, Articles 25(1) and 26(1) of EU Directive 95/46/EC of 24 October 1995. Justuno will use Customer Data only as permitted by Privacy Laws and these Terms of Service; provided, however, that if compliance with any Privacy Laws would materially change Justuno’s costs or risks in providing the Service (including, without limitation, by requiring that any Justuno data centers be located outside the U.S., or requiring Justuno to operate in violation of any U.S. laws), each party will have the right to terminate any or all Order Forms and SOW’s upon at least thirty (30) days prior written notice to the other party, unless you and Justuno agree in writing within such 30-day period that Justuno may continue to provide the Service to you without complying with the Privacy Laws giving rise to such material change. In the event of a termination under this section, your sole right, and Justuno’s sole obligation, will be for Justuno to promptly refund to you on a pro rata basis any Fees prepaid under applicable Order Forms that are unused as of the termination effective date. Justuno’s data security program for the Service will: (a) include reasonable security measures to protect against unauthorized access to any Customer Data residing in the Service; and (b) comply with PCI DSS. Justuno will not be responsible or liable for any deletion, correction, damage, destruction or loss of Customer Data that does not arise from a breach by Justuno of its obligations under these Terms of Service. The Service allows you to export Customer Data at your discretion, and Justuno encourages you to back-up your Customer Data by exporting it regularly. You will need assistance from Justuno, however, to export credit card account information or other Customer Data (e.g., ACH direct debit account information) that is subject to the PCI DSS or other financial industry rules or regulations regarding account information (collectively, “Financial Account Data”). Justuno will provide Financial Account Data only to recipients that have the required certifications and qualifications (e.g., PCI certification to receive information that is subject to the PCI DSS). Any export or transfer of Financial Account Data will require a separate written agreement between the parties to (a) help ensure the security and integrity of such data is maintained, (b) compensate Justuno for its professional services and administrative efforts in providing such data, and (c) give Justuno reasonable protection against liability relating to extraction, transfer and potential misuse of such data.

Justuno will maintain and implement throughout the subscription term business continuity and disaster recovery plans to help ensure availability of the Customer Data following any significant interruption or failure of critical business processes or systems affecting the Service.

Justuno will provide technical support for the Service as described at www.justuno.com for as long as you are entitled to receive support under an applicable Order Form.



PRIVACY

Your privacy is important to Justuno. Accordingly, Justuno has adopted a privacy policy. You should refer to Justuno's Privacy Policy to understand how Justuno collects, uses and discloses your personal information.



COPYRIGHT AND LICENSE

All copyrighted and copyrightable materials related to the Services, including but not limited to the text, design, manuals, product information, graphics, images, pictures, videos and other files, and the selection and arrangement thereof (collectively, "Materials") are ALL RIGHTS RESERVED Copyright 2017 Justuno, Inc. and/or its licensors. Justuno grants you a limited license to make personal use only of the Materials for your information purposes only. This license is subject to these Terms of Service, and does not include the right to: (a) use the Services or Materials for other than for its intended purpose, including but not limited to any marketing, selling, or other commercial uses; (b) use framing techniques to enclose any portion of the Site, including any images found on the Site or any text or the layout or design of any page or form contained on a page; (c) publish, publicly perform or display, or distribute to any third party any Materials, including reproduction or hosting the Materials on any computer network or broadcast or publications media; (d) make derivative uses of the Services, Site or the Materials; or (e) any systematic collection or extraction of data through the use of any data mining, robots or similar data gathering or extraction methods.You are not conveyed any other right or license, by implication, estoppel or otherwise, in or under any patent, trademark, or proprietary right of Justuno or any third party. Any unauthorized use of the Services or the Site will terminate the permission or license granted by these Terms of Service and may violate applicable law, including but not limited to copyright laws, trademark laws (including trade dress), and communications regulations and statutes.



TRADEMARKS AND SERVICE MARKS

Each party hereby grants to the other a temporary, limited, nonexclusive, non- transferable, worldwide license, without the right to sublicense, to use, during the term of your subscription, their respective trademarks, service marks and logos (collectively referred to as “Marks”) on their respective web sites and in mutually agreed-upon collateral sales materials solely in furtherance of their marketing efforts and subject to these Terms of Service. Each party will only use and display the other party’s Marks and copyrighted information in accordance with the applicable guidelines provided by the Mark owner. Each party will ensure that proper trademark and copyright notices are displayed at all times in association with the Marks and copyrighted materials, including any such use or display on the other party’s web site. Neither party may adopt any Mark that is confusingly similar to the other party’s Marks. Either of the parties may revoke any license to use one or more of the Marks at any time for any reason within their sole discretion. Each of the parties agrees to stop using the other party’s Marks as soon as reasonably possible following receipt.



LINKS AND THIRD PARTY CONTENT

Justuno or third parties may provide links on the Site to other sites or content. Justuno has no control over such sites or content, and therefore makes no claim or representation regarding, and expressly disclaims responsibility for, the quality, content, nature or reliability of sites or content linked to by the Site. Justuno provides links to you only as a convenience, and the inclusion of any link on the Site does not imply our affiliation, endorsement, or adoption of the linked site or any information therein. When you leave the Site, our terms and policies no longer govern. You should review applicable terms and policies, including the privacy and data gathering practices, of any third-party sites.



NO WARRANTIES

THE SITE AND THE MATERIALS CONTAINED THEREIN ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT USE OF THE SITE, INCLUDING ALLCONTENT OR DATA DISTRIBUTED BY OR DOWNLOADED OR ACCESSED FROM OR THROUGH THE SITE, IS AT YOUR SOLE RISK. JUSTUNO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE INFORMATION, MATERIALS, AND CONTENT ON THE SITE. JUSTUNO DOES NOT REPRESENT OR WARRANT THAT MATERIALS IN THE SITE ARE ACCURATE, COMPLETE, CURRENT, RELIABLE OR ERROR-FREE. JUSTUNO IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT OR OTHER CONTENT. WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SITE OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, INCLUDING CONTENT THAT IS POSTED BY THIRD PARTIES. YOU SHOULD USE INDUSTRY-RECOGNIZED

SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.



LIMITED LIABILITY

WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SITE OR THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SITE OR THE SERVICES, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICES, OR, (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SITE OR SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CUSTOMER DATA OR ANY OTHER DATA. IN ANY CASE, EXCEPT FOR OUR INDEMNIFICATION OBLIGATIONS, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE SUBSCRIPTION TERM DURING WHICH THE LIABILITY AROSE.



INDEMNIFICATION

Justuno will defend you, your affiliates, officers, directors and employees from and against any claims asserted by a third party based on an allegation that use of the Service in accordance with these Terms of Service infringes a copyright in any country or a patent of the U.S.A., a member state of the European Union, Canada or Australia (collectively, “Claims”). If (a) any aspect of the Service is found by a court or, in Justuno’s reasonable opinion is likely to be found by a court, to infringe upon a third party intellectual property right, or (b) the continued use of the Service is enjoined, Justuno will promptly and at its own expense: (i) obtain for you the right to continue using the Service in accordance with these Terms of Service; (ii) modify the item(s) in question to no longer be infringing; or (iii) replace such item(s) with a non- infringing functional equivalent. If, after all commercially reasonable efforts, Justuno determines in good faith that options (i), (ii) and (iii) are not feasible, Justuno will remove the infringing item(s) from the Service and refund to you on a pro rata basis any fees paid by you for such infringing element(s) that are unused as of the removal date.

Justuno will have no obligation or liability for any Claim under this section to the extent arising from: (x) the combination, operation or use of the Service with any product, device, software or service not supplied by Justuno to the extent the combination creates the infringement; (y) the unauthorized alteration or modification by you of the Service, or (z) Justuno’s compliance with your designs, specifications, requests, or instructions in providing professional services to the extent the Claim is based on such compliance.

You will defend Justuno, our affiliates, officers, directors and employees from and against any Claims asserted by a third party based on (a) your breach of these Terms of Service, or (b) the processing of Customer Data in accordance with these Terms of Service.

Each party’s respective defense and indemnity obligations are contingent upon the other party:
(a) promptly giving notice of the third party claim to the defending/indemnifying party once the claim is known;
(b) giving the defending/indemnifying party sole control of the defense and settlement of the claim and not compromising or settling the claim without the defending/indemnifying party’s approval (though the defending/indemnifying party must not settle such claim unless the settlement unconditionally releases the other party of all liability and does not adversely affect the other party’s business or service in a material manner); and
(c) making a reasonable effort to provide appropriate information and cooperation to the defending/indemnifying party in connection with the claim.

THE FOREGOING ARE THE DEFENDING/INDEMNIFYING PARTY’S SOLE OBLIGATIONS, AND THE OTHER PARTY’S EXCLUSIVE REMEDIES, IN CONNECTION WITH THE TERMS OF SERVICE WITH RESPECT TO INDEMNIFICATION.



APPLICABLE LAW AND VENUE

These Site Terms and any transactions thereunder shall be governed by and construed in accordance with the laws of the State of California applicable to agreements made and entirely to be performed within the State of California, without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these terms and conditions shall be filed only in state or federal court located in California, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Site Terms.



CONFIDENTIALITY

As used in these Terms of Service, “Confidential Information” means information and materials provided by the disclosing Party (“Discloser”) to the Party receiving such information or materials (“Recipient”) that (a) are identified as confidential at the time of disclosure, or (b) a reasonable person in the relevant industries should understand to be confidential based on the nature of the information and materials and all other relevant factors. For the avoidance of doubt, your Confidential Information includes, without limitation, the Customer Data and your non-public business plans, and Justuno’s Confidential Information includes, without limitation, all pricing terms offered to you under any Order Form, Justuno’s non-public business plans, all non- public aspects of the Justuno Technology, and the results of any evaluation of the Service performed by or on your behalf for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

Recipient must not use any of Discloser’s Confidential Information for any purpose other than carrying out Recipient’s obligations or exercising its rights under these Terms of Service (the “Purpose”). For the avoidance of doubt, use of Confidential Information in an aggregated and anonymized manner that does not include personally identifiable information and/or personal information is not prohibited. Recipient also must not disclose to any third party any Confidential Information, other than to Recipient’s Affiliates, contractors and consultants who (a) need to know such information in order to fulfill the Purpose, and (b) are bound by confidentiality obligations substantially similar to Recipient’s under this Agreement (each party is fully responsible for its respective Affiliates’, contractors’ and consultants’ compliance with this Agreement). Recipient must treat all Discloser Confidential Information with the same degree of care Recipient gives to its own Confidential Information, but not less than reasonable care. Further, neither party may disclose publicly the existence or nature of any negotiations, discussions or consultations in progress between the parties without the prior written consent of the other party. Recipient and its Affiliates, contractors and consultants who receive Confidential Information hereunder must:
(i) not use any such Confidential Information to compete with Discloser or in any other way except as reasonably necessary for the Purpose;
(ii) not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects received from Discloser under these Terms of Service that embody Confidential Information;
(iii) promptly notify Discloser of any unauthorized use or disclosure of its Confidential Information of which Recipient becomes aware; and
(iv) reasonably assist Discloser in remedying any such unauthorized use or disclosure.

Recipient’s obligations under will not apply to any Discloser Confidential Information that Recipient can prove:
(a) is or becomes part of in the public domain through no fault of Recipient;
(b) is rightfully in Recipient’s possession free of any confidentiality obligation;
(c) was independently developed by Recipient without use of any Discloser Confidential Information; or
(d) is communicated by Discloser to an unaffiliated third party free of any confidentiality obligation. A disclosure by Recipient of any Confidential Information (i) in response to a valid order or other legal process issued by a court or other governmental body having jurisdiction, (ii) as otherwise required by law, or (iii) necessary to establish the rights of either party under these Terms of Service will not be a breach of these Terms of Service if, to the extent legally permitted, Recipient gives Discloser prompt notice and reasonable cooperation so Discloser may seek to prevent or limit such disclosure. As between Discloser and Recipient, all Discloser Confidential Information is the property of Discloser, and no license or other rights are granted or implied hereby. All materials provided to Recipient by Discloser, whether or not they contain or disclose Confidential Information, are Discloser’s property. Promptly after any request by Discloser, Recipient will (a) destroy or return to Discloser all Confidential Information and materials in Recipient’s possession or control, and (b) upon written request by Discloser, confirm such return/destruction in writing; provided, however, that the Recipient may retain electronic copies of any computer records or electronic files containing any Discloser Confidential Information that have been created pursuant to Recipient’s standard, commercially reasonable archiving and backup practices, as long as Recipient continues to comply with these Terms of Service with respect to such electronic backup copies for so long as such Confidential Information is retained.

Recipient’s obligations with respect to Discloser’s Confidential Information will remain in effect for the term of your subscription and for three (3) years after any expiration or termination of your subscription.



GENERAL TERMS

We reserve the right, without notice and in our sole discretion, to terminate your license to use the Site or Services and to block or prevent future access to and use of the Site or Services. If any provision of these Terms of Service shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions.


These terms of service were last updated on September 13 2017.