These Terms of Use (“Agreement”) are entered into between Primeflux Payment LLC (“Primeflux Payment”) and the customer (“Customer”) on the date Customer accepts this Agreement by clicking a button, checking a box, executing an Order, or otherwise agreeing to its terms.

Effective Date: The date you accept this Agreement.

Definitions

1. Authorized User: Employee, agent, consultant, or representative authorized by the Customer to access or use the Services.
2. Order: A purchase order or order form that incorporates this Agreement.
3. Services: The services selected by Customer, which may include access to the Platform and other services.
4. Usage Limitations: The usage restrictions outlined in the Agreement and the Order.

Provision of Services

• Primeflux Payment will provide the selected Services using commercially reasonable efforts.
• Customer must obtain necessary consents to enable Primeflux Payment to process personally identifiable information.
• The Platform may interoperate with Connected Applications, and Customer must grant Primeflux Payment access to these accounts as required.

Restrictions and Responsibilities

1. General Restrictions:
   • No reverse engineering, modification, or unauthorized access to the Services.
   • No use of the Services for spamming, distributing viruses, or conducting unauthorized benchmarking.
   • Only Authorized Users may access the Services.
2. Customer Responsibilities:
   • Customer is responsible for Authorized Users’ compliance with this Agreement.
   • Customer ensures the accuracy of its data and compliance with applicable laws.
3. Export Control:
   • Customer must comply with applicable U.S. export laws.
4. Monitoring and Compliance:
   • Customer must comply with Primeflux Payment’s published policies and all applicable laws.

Confidentiality and Proprietary Rights

• Confidentiality: Both parties agree to protect each other’s proprietary information. Confidentiality obligations last for three years after the Agreement ends, or longer if the information is a trade secret.
• Customer Data: Customer retains ownership of all Customer Data.
• Primeflux Payment’s Rights: Primeflux Payment owns the Services, Software, and any improvements or related intellectual property.

Term and Termination

1. Term: The Agreement lasts for the Initial Service Term and automatically renews unless either party provides notice of non-renewal 30 days before the end of the current term.
2. Termination:
   • Primeflux Payment can terminate for non-payment or breach.
   • Either party can terminate in cases of insolvency or bankruptcy.

Warranty and Disclaimer

• Warranty: Primeflux Payment will use commercially reasonable efforts to ensure the Services perform well but cannot guarantee uninterrupted or error-free service.
• Disclaimer: Services are provided “AS IS” without warranties of any kind, express or implied.

Indemnity

• Customer agrees to defend and indemnify Primeflux Payment from any third-party claims arising from Customer’s breach of the Agreement, use of the Services, or violation of law.

Limitation of Liability

• Primeflux Payment is not liable for any indirect, incidental, or consequential damages, or for data loss or interruption. The maximum liability is limited to the fees paid by Customer for the Services in the 12 months prior to the event.

Miscellaneous

• Amendments: Primeflux Payment can change this Agreement, with notice to Customer.
• Governing Law: The Agreement is governed by California law.
• Notices: All notices must be in writing, delivered via email or other recognized methods.