Customer Agreement

This Puzl Cloud Platform Customer Agreement (the “Agreement”) is made and entered into by and between Puzl Cloud, which means GPU Computing OÜ (the private limited company registered in Estonia with registration code 14476114) and the entity or person agreeing to these terms (“Customer”), whose registration or residence address is NOT in a country specified in Section 1.4.a. of this Agreement.

This Agreement is effective as the date Customer clicks to accept the Agreement (the “Effective Date”). If you are accepting on behalf of Customer, you represent and warrant that: (i) you have the full legal authority to bind Customer to this Agreement; (ii) you have read and understood this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement. If you do not have the legal authority to bind Customer, please do not click to accept. This Agreement governs Customer’s access to and use of the Services.

1. Use of the Services Offerings

1.1 Generally

1.2 Admin Console

Puzl Cloud will provide the Services to Customer and Customer will have access to Admin Console and any, including the third party, APIs deployed as part of providing the Services by Puzl Cloud.

1.3 Security and Data Privacy

Puzl Cloud will implement reasonable and appropriate measures designed to help Customer securely store and process Application and Customer Data against accidental or unlawful loss, access or disclosure.

1.4 Location

a. Not Supported Customer’s Jurisdictions

Puzl Cloud does not provide the Services and does not enter into this Agreement with Customers whose registration or residence address is in either of the following country: Albania, Bahamas, Barbados, Botswana, Cambodia, Democratic People’s Republic of Korea (DPRK), Ghana, Iran, Jamaica, Mauritius, Mongolia, Myanmar, Nicaragua, Pakistan, Panama, Syria, Uganda, Yemen and Zimbabwe.

b. Of Customer Data

Customer may select a location for Customer Data to be stored (“Data Location Selection”), and Puzl Cloud will store it there in accordance with this Agreement and Data Processing and Security Terms. In this section's meaning, Customer Data does not include account information that Customer provides to create or administer Account. For example, Account information may include names, usernames, authentication keys, phone numbers, email addresses and invoicing information associated with Account. If a Data Location Selection is not available or not selected by Customer, Puzl Cloud may process and store the Customer Data anywhere Puzl Cloud maintains or uses facilities. By using the Services, Customer consents to this processing and storage of Customer Data.

1.5 Account

Customer must have an account to use the Services and is responsible for the information it provides to create the account, and passwords for the account, and any use of its account. If Customer becomes aware of any unauthorized use of its password, an access token for any provided API or its account, Customer will notify Puzl Cloud as promptly as possible. Puzl Cloud has no obligation to provide Customer with multiple accounts.

1.6 New Applications and Services

Puzl Cloud may: (i) make new applications, tools, features or functionality available from time to time through the Services and (ii) add new services to the “Services” definition from time to time (by adding them at the URL set forth under that definition), the use of which may be contingent upon Customer’s agreement to additional terms.

1.7 Changes

a. To the Services

Puzl Cloud may make commercially reasonable updates to the Services from time to time. If Puzl Cloud makes a material change to the Services, Puzl Cloud will inform Customer, provided that Customer has subscribed with Puzl Cloud to be informed about such change.

b. To the Agreement

Puzl Cloud may make changes to this Agreement, including pricing (and any linked documents) from time to time. Unless otherwise noted by Puzl Cloud, material changes to the Agreement will become effective 30 days after they are posted, except if the changes apply to new functionality, in which case, they will be effective immediately. Puzl Cloud will provide advance notice for materially adverse changes to any SLAs by either: (i) sending an email to Customer’s primary point of contact; (ii) posting a notice in Admin Console; or (iii) posting a notice to the applicable SLA webpage. If Customer does not agree to the revised Agreement, please stop using the Services. Puzl Cloud will post any change to this Agreement to the Agreement URL.

c. To the Data Processing and Security Terms

Puzl Cloud may only change the Data Processing and Security Terms where such change is required to comply with applicable law, applicable regulation, court order, or guidance issued by a governmental regulator or agency, where such change is expressly permitted by the Data Processing and Security Terms, or where such change:

(i) is commercially reasonable;

(ii) does not result in a degradation of the overall security of the Services;

(iii) does not expand the scope of or remove any restrictions on Puzl Cloud’s processing of Customer Personal Data, as described in Section 5.2 (Scope of Processing) of the Data Processing and Security Terms; and

(iv) does not otherwise have a material adverse impact on Customer’s rights under the Data Processing and Security Terms.

If Puzl Cloud makes a material change to the Data Processing and Security Terms in accordance with this Section, Puzl Cloud will post the change to the URL containing those terms.

1.8 Data Processing and Security Terms

The Data Processing and Security Terms are incorporated by this reference into the Agreement.

2. Payment Terms

2.1 Promotional activities

The Services can be provided to Customer with a discount or without charge during promotional and marketing activities as applicable and specified in Documentation.

2.2 Invoicing and Payment

a. Access to the Services

Puzl Cloud can grant Customer access to the Services in two ways:

Access to certain Services can be initiated without Fee, where Fees are incurred based on Service usage only.
To certain Services, access can be purchased only upfront for a duration of Fee Accrual Period, defined for this Service. While access to these Services is paid, there might be additional Fees associated with the use of the Resources which are not included in Service price, as per the specific rules of the Service.

The specific type of access for each Service is delineated either in its respective Service terms, if available, or in the Admin Console.

b. Payments for Services without Access Fee

It is required that Customer makes a payment to its Balance before using such Services. Puzl Cloud confirms receiving payment to Customer Balance by issuing Customer a receipt. Puzl Cloud calculates and invoices Customer Balance at the end of the applicable Fee Accrual Period by issuing an electronic invoice to Customer for all Fees based on Customer’s use of the Services during the previous Fee Accrual Period.

c. Payments for Services with Access Fee

To start using a Service with a paid access, the Customer does not need to make a preliminary payment to its Balance but must purchase the Service upfront for the duration of the Fee Accrual Period associated with that Service. Puzl Cloud issues invoice for the Service with access Fee before the beginning of its Fee Accrual Period.

Puzl Cloud may incorporate certain Resources into the price of the Service. Any Resources not explicitly included in the Service price will have separate Fees based on their usage by Customer, according to the pricing defined for those Resources in the terms of the specific Service. While some Services may include limited amounts of specific Resources as part of the Service price, any usage beyond these included amounts will incur Fees for used Resources. Puzl Cloud issues a separate invoice for such additional Resource usage at the end of the Fee Accrual Period typically, but it reserves the right to charge these Fees at any moment during the Fee Accrual Period if deemed necessary.

d. General Invoicing and Payment Terms

Regardless of the type of Service access, Customer will be responsible for all Fees up to the amount set in Account and will pay all Fees in the currency set forth in the invoice. If Customer elects to pay by credit card, debit card, or other non-invoiced form of payment, Puzl Cloud will charge (and Customer will pay) all Fees immediately at the end of the Fee Accrual Period. If Customer elects to pay by invoice (and Puzl Cloud agrees), all Fees are due as set forth in the invoice. Puzl Cloud may invoice Customer more frequently for Fees if Puzl Cloud suspects that Customer’s account is fraudulent or at risk of non-payment. Customer’s obligation to pay all Fees is non-cancellable. Puzl Cloud’s measurement of Customer’s use of the Services is final. Puzl Cloud has no obligation to provide Customer with multiple bills or any financial document except regular and credit invoices. Payments made via wire transfer must include the bank information provided by Puzl Cloud. Puzl Cloud processes all payments via external payment processors, including but not limited to Stripe. Puzl Cloud may increase or add new Fees and charges for any existing Services Customer from the following Fee Accrual Period.

2.3 Taxes

a. Customer is responsible for any Taxes, and Customer will pay Puzl Cloud for the Services without any reduction for Taxes. If Puzl Cloud is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides Puzl Cloud with a timely and valid tax exemption certificate authorized by the appropriate taxing authority. In some states, the sales tax is due on the total purchase price at the time of sale and must be invoiced and collected at the time of the sale. If Customer is required by law to withhold any Taxes from its payments to Puzl Cloud, Customer must provide Puzl Cloud with an official tax receipt or other appropriate documentation to support such withholding. If under the applicable tax legislation, the Services are subject to local VAT and the Customer is required to make a withholding of local VAT from amounts payable to Puzl Cloud, the value of Services calculated in accordance with the above procedure will be increased (grossed up) by the Customer for the respective amount of local VAT and the grossed-up amount will be regarded as a VAT inclusive price. Local VAT amount withheld from the VAT-inclusive price will be remitted to the applicable local tax entity by the Customer, and Customer will ensure that Puzl Cloud receives payment for its services for the net amount as would otherwise be due (the VAT inclusive price less the local VAT withheld and remitted to applicable tax authority).

b. If required under applicable law, Customer will provide Puzl Cloud with applicable tax identification information that Puzl Cloud may require to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse Puzl Cloud) any taxes, interest, penalties or fines arising out of any mis-declaration by the Customer.

2.4 Balance and Invoice Disputes; Refunds.

Any Balance disputes must be submitted before invoicing. If the parties determine that certain Balance inaccuracies are attributable to Puzl Cloud and Customer is already invoiced, Puzl Cloud will issue a credit invoice specifying the incorrect amount in the affected invoice, and Customer will be responsible for paying the resulting net amount due on that invoice. To the fullest extent permitted by law, Customer waives all claims relating to Fees unless claimed within sixty days after charged (this does not affect any Customer rights with its credit card issuer). Refunds (if any) are at the discretion of Puzl Cloud and will only be in the form of Services credit, i.e., credit extended in the form of Services. Nothing in this Agreement obligates Puzl Cloud to extend Services credit to any party.

2.5 Delinquent Payment and its effects

a. Late Payments

Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Puzl Cloud in collecting such delinquent amounts. If Customer is late on payment for the Services, Puzl Cloud may Suspend the Services or terminate the Agreement for cause pursuant to Section 9.2.

b. Balance overdraft

Puzl Cloud has a right at its own discretion either to suspend the Services and/or terminate the Agreement, and delete the Software, any Application, Cloud Platform Objects and any Customer Data in case of Customer exceeds its Available Credit (i.e., Balance with the negative sign) and does not fulfil Puzl Cloud’s instructions to make a payment and restore the Available Credit.

2.6 No Purchase Order Number Required

For clarity, Customer is obligated to pay all applicable Fees without any requirement for Puzl Cloud to provide a purchase order number on Puzl Cloud’s invoice (or otherwise).

3. Customer Responsibilities

3.1 Compliance

Customer is solely responsible for its Applications and Customer Data and for making sure its Applications, and Customer Data comply with the AUP. Puzl Cloud reserves the right to review the Application, and Customer Data for compliance with the AUP. Customer is responsible for ensuring all Customer End Users comply with Customer’s obligations under the AUP, and the restrictions in Sections 3.3 and 3.5 below.

3.2 Privacy

Customer will obtain and maintain any required consents necessary to permit the processing of Customer Data under this Agreement.

3.3 Restrictions

Customer will not, and will not allow third-parties under its control to: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Services (subject to Section 3.4 below and except to the extent such restriction is expressly prohibited by applicable law); (b) use the Services for High Risk Activities; (c) sublicense, resell, or distribute any or all of the Services separate from any integrated Application; (d) create multiple Applications, or Accounts to simulate or act as a single Application, or Account (respectively) or otherwise access the Services in a manner intended to avoid incurring Fees or exceed usage limits or quotas; (e) unless otherwise set forth in Agreement or its supplements, use the Services to operate or enable any telecommunications service or in connection with any Application that allows Customer End Users to place calls or to receive calls from any public switched telephone network.

3.4 Third Party Components

Third party components (which may include open-source software) of the Services may be subject to separate license agreements. To the limited extent a third-party license expressly supersedes this Agreement, that third party license governs Customer’s use of that third party component.

3.5 Documentation

Puzl Cloud may provide Documentation for Customer’s use of the Services. The Documentation may specify restrictions on how the Applications may be built or the Services may be used, and Customer will comply with any such restrictions specified.

3.6 Copyright Policy

Puzl Cloud provides information to help copyright holders manage their intellectual property online, but Puzl Cloud cannot determine whether something is being used legally or not without their input. Puzl Cloud responds to notices of alleged copyright infringement and terminates Accounts of repeat infringers according to applicable copyright laws. Customer may contact Puzl Cloud If Customer thinks somebody is violating Customer’s or Customer End Users’ copyrights.

4. Suspension

4.1 AUP Violations

If Puzl Cloud becomes aware that Customer’s or any Customer End User’s use of the Services violates the AUP, Puzl Cloud has a right at its own discretion to either delete the Software, any Application, Cloud Platform Objects of Customer or to give Customer notice of the violation by demanding that Customer correct the violation and, in this case, Puzl Cloud may Suspend all or part of Customer’s use of the Services until the violation is corrected.

4.2 Other Suspension

Notwithstanding Section 4.1 (AUP Violations), Puzl Cloud may immediately Suspend all or part of Customer’s use of the Services if: (a) Puzl Cloud believes Customer’s or any Customer End User’s use of the Services could adversely impact the Services, other customers’ or their end users’ use of the Services, or the Puzl Cloud network or servers used to provide the Services, which may include use of the Services for cryptocurrency mining without Puzl Cloud’s prior written approval; (b) there is suspected unauthorized third-party access to the Services; (c) Puzl Cloud believes it is required to Suspend immediately to comply with all laws, rules and regulations applicable to Customer’s use of the Services; or (d) Customer is in breach of Section 3.3 (Restrictions). Puzl Cloud will lift any such Suspension when the circumstances giving rise to the Suspension have been resolved. At Customer’s request, unless prohibited by applicable law, Puzl Cloud will notify Customer of the basis for the Suspension as soon as is reasonably possible.

5. Proprietary Rights; Customer Data Use; Feedback; Benchmarking

5.1 Intellectual Property Rights

Except as expressly set forth in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data and the Application (if applicable), and Puzl Cloud owns all Intellectual Property Rights in the Services and Software (where applicable).

5.2 Use of Customer Data

Puzl Cloud will not access or use Customer Data, except as necessary to provide the Services and technical support to Customer.

5.3 Customer Feedback

If Customer provides Puzl Cloud Feedback about the Services, then Puzl Cloud may use that information without obligation to Customer, and Customer hereby irrevocably assigns to Puzl Cloud all right, title, and interest in that Feedback.

5.4 Benchmarking

Customer may not publicly disclose directly or through a third party the results of any comparative or compatibility testing, benchmarking, or evaluation (each, a “Test”) of the Services unless the disclosure includes all information necessary for Puzl Cloud or a third party to replicate the Test. If Customer conducts or directs the third party to conduct a Test of the Services and publicly discloses the results directly or through a third party, then Puzl Cloud (or a Puzl Cloud-directed third party) may conduct Tests of any publicly available products or services provided by Customer and publicly disclose the results of any such Test (which disclosure will include all information necessary for Customer or a third party to replicate the Test). To the extent this Section 5.4 conflicts with any other Customer product or service terms, this Section 5.4 will govern.

6. Technical Support Services

6.1 By Customer

Customer is responsible for technical support of its Applications.

6.2 By Puzl Cloud

Subject to payment of applicable Fees, Puzl Cloud will provide TSS to Customer during the Term.

7. Deprecation of Services

7.1 Discontinuance of Services

Subject to Section 7.2, Puzl Cloud may discontinue any Services or any portion or feature for any reason at any time without liability to Customer.

7.2 Deprecation Policy

Puzl Cloud will announce if it intends to discontinue or make backwards incompatible changes to the Services. Puzl Cloud will use commercially reasonable efforts to continue to operate the Services without these changes for at least one month after that announcement, unless (as Puzl Cloud determines in its reasonably good faith judgment):

(i) required by law or third-party relationship (including if there is a change in applicable law or relationship), or

(ii) doing so could create a security risk or substantial economic or material technical burden.

8. Confidential Information

8.1 Obligations

The recipient will not disclose the Confidential Information, except to Affiliates, employees, agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfil obligations under this Agreement, while using reasonable care to keep it confidential.

8.2 Required Disclosure

Notwithstanding any provision to the contrary in this Agreement, the recipient may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient uses commercially reasonable efforts to: (i) promptly notify the other party of such disclosure before disclosing; and (ii) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (i) and (ii) above will not apply if the recipient determines that complying with (i) and (ii) could: (a) result in a violation of Legal Process; (b) obstruct a governmental investigation; and/or (c) lead to death or serious physical harm to an individual. As between the parties, Customer is responsible for responding to all third-party requests concerning its use and Customer End Users’ use of the Services.

9. Term and Termination

9.1 Agreement Term

The “Term” of this Agreement will begin on the Effective Date and continue until the Agreement is terminated as set forth in Section 9 of this Agreement.

9.2 Termination for Cause

a) By Either Party. Either party may terminate this Agreement for cause if: (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.

b) By Puzl Cloud. Puzl Cloud can terminate this Agreement immediately upon notice to Customer (i) for cause if Puzl Cloud has the right to suspend under Section 4, (ii) if Puzl Cloud’s relationship with a third-party partner who provides software or other technology Puzl Cloud uses to provide the Services expires, terminates or requires Puzl Cloud to change the way Puzl Cloud provides the software or other technology as part of the Services, or (ii) in order to comply with the law or requests of governmental entities.

9.3 Termination for Inactivity

Puzl Cloud reserves the right to terminate the provision of the Services to Customer upon 30 days advance notice if, for a period of 60 days (i) Customer has not accessed Admin Console or Customer has had no Services activity, or (ii) Customer has not incurred any Fees for Services.

9.4 Termination for Convenience

Customer may stop using the Services at any time. Customer may terminate this Agreement for its convenience at any time on prior written notice and, upon termination, must cease use of the applicable Services. Puzl Cloud may terminate this Agreement for its convenience at any time without liability to Customer to the extent permitted by law.

9.5 Effect of Termination

If the Agreement is terminated, then: (i) the rights granted by one party to the other will immediately cease; (ii) all Fees owed by Customer to Puzl Cloud are immediately due upon receipt of the final electronic bill; (iii) Customer will delete the Software, any Application, Cloud Platform Objects, and any Customer Data; (iv) Puzl Cloud may delete Account, any Application, Cloud Platform Objects, and any Customer Data, and (v) upon request, each party will use commercially reasonable efforts to return or destroy all Confidential Information of the other party.

10. Publicity

Customer is permitted to state publicly that it is a customer of the Services. If Customer wants to display Puzl Cloud Brand Features in connection with its use of the Services, Customer must obtain written permission from Puzl Cloud. Puzl Cloud may include Customer’s name or Brand Features in a list of Puzl Cloud customers, online or in promotional materials. Puzl Cloud may also verbally reference Customer as a customer of the Services. Neither party needs approval if it is repeating a public statement that is substantially similar to a previously approved public statement. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features. A party may revoke the other party’s right to use its Brand Features under this Section with written notice to the other party and a reasonable period to stop the use.

11. Representations and Warranties

Each party represents and warrants that: (a) it has full power and authority to enter into the Agreement; and (b) it will comply with all laws and regulations applicable to its provision, or use, of the Services, as applicable. Puzl Cloud warrants that it will provide the Services in accordance with the applicable SLA (if any).

12. Disclaimer

EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (a) PUZL CLOUD AND ITS SUPPLIERS DO NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT; (b) PUZL CLOUD AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY CUSTOMER DATA AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE SERVICES; (c) CUSTOMER IS SOLELY RESPONSIBLE FOR SECURING AND BACKING UP ITS APPLICATION, AND CUSTOMER DATA; and (d) NEITHER PUZL CLOUD NOR ITS SUPPLIERS, WARRANTS THAT THE OPERATION OF THE SOFTWARE OR THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. NEITHER THE SOFTWARE NOR THE SERVICES ARE DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH-RISK ACTIVITIES.

13. Limitation of Liability

13.1 Limitation on Indirect Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR PUZL CLOUD’S SUPPLIERS, WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.

13.2 Limitation on Amount of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR PUZL CLOUD’S SUPPLIERS, MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO PUZL CLOUD UNDER THIS AGREEMENT DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

13.3 Exceptions to Limitations

These limitations of liability do not apply to violations of a party’s Intellectual Property Rights by the other party, indemnification obligations, or Customer’s payment obligations.

14. Indemnification

14.1 By Customer

Unless prohibited by applicable law, Customer will defend and indemnify Puzl Cloud and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from: (i) any Application, Cloud Platform Objects, Customer Data or Customer Brand Features; or (ii) Customer’s, or Customer End Users’, use of the Services in violation of the AUP.

14.2 By Puzl Cloud

Puzl Cloud will defend and indemnify Customer and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising solely from an Allegation that use of (a) Puzl Cloud’s technology used to provide the Services or (b) any Puzl Cloud Brand Feature infringes or misappropriates the third party’s patent, copyright, trade secret, or trademark.

14.3 Exclusions

This Section 14 will not apply to the extent the underlying Allegation arises from:

a. the indemnified party’s breach of this Agreement;

b. changes to the indemnifying party’s technology or Brand Features by anyone other than the indemnifying party;

c. combination of the indemnifying party’s technology or Brand Features with materials not provided by the indemnifying party; or

d. use of non-current or unsupported versions of the Services or Brand Features;

14.4 Conditions.

Sections 14.1 and 14.2 will apply only to the extent:

a. The indemnified party has promptly notified the indemnifying party in writing of any Allegation(s) that preceded the Third-Party Legal Proceeding and cooperates reasonably with the indemnifying party to resolve the Allegation(s) and Third-Party Legal Proceeding. If the breach of this Section 14.4(a) prejudices the defence of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Section 14.1 or 14.2 (as applicable) will be reduced in proportion to the prejudice.

b. The indemnified party tenders sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.

14.5 Remedies

a. If Puzl Cloud reasonably believes the Services might infringe a third party’s Intellectual Property Rights, then Puzl Cloud may, at its sole option and expense: (a) procure the right for Customer to continue using the Services; (b) modify the Services to make them non-infringing without materially reducing their functionality; or (c) replace the Services with a non-infringing, functionally equivalent alternative.

b. If Puzl Cloud does not believe the remedies in Section 14.5(a) are commercially reasonable, then Puzl Cloud may Suspend or terminate Customer’s use of the impacted Services.

14.6 Sole Rights and Obligations

Without affecting either party’s termination rights, this Section 14 states the parties’ only rights and obligations under this Agreement for any third party’s Intellectual Property Rights Allegations and Third-Party Legal Proceedings.

15. Miscellaneous

15.1 Notices

All notices must be in writing and addressed to the other party’s legal department and primary point of contact. The email address for notices being sent to Puzl Cloud’s Legal Department is legal@puzl.cloud. Notice will be treated as given on receipt as verified by written or automated receipt or by electronic log (as applicable).

15.2 Assignment

Neither party may assign any part of this Agreement without the written consent of the other, except to an Affiliate where: (a) the assignee has agreed in writing to be bound by the terms of this Agreement; (b) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them; and (c) the assigning party has notified the other party of the assignment. Any other attempt to assign is void.

15.3 Change of Control

If a party experiences a change of Control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) that party will give written notice to the other party within thirty days after the change of Control; and (b) the other party may immediately terminate this Agreement any time between the change of Control and thirty days after it receives that written notice.

15.4 Force Majeure

Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

15.5 No Agency

This Agreement does not create any agency, partnership or joint venture between the parties.

15.6 No Waiver

Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

15.7 Severability

If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.

15.8 No Third-Party Beneficiaries

This Agreement does not confer any benefits on any third party unless it expressly states that it does.

15.9 Equitable Relief

Nothing in this Agreement will limit either party’s ability to seek equitable relief.

15.10 Governing Law and Courts

a. If Customer is a consumer living in the European Economic Area or Switzerland: the laws and courts of Customer’s country of residence will apply to any dispute arising out of or relating to these Agreement. Disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform, but Puzl Cloud does not commit to and is not required to settle disputes before any alternative dispute resolution entity.

b. If Customer is a business user, this Agreement is governed by Estonian law and Customer, and Puzl Cloud submit to the exclusive jurisdiction of the Estonian courts in relation to any dispute arising out of or relating to this Agreement and its supplements, but Puzl Cloud will still be allowed to apply for injunctive remedies (or other equivalent types of urgent legal remedy) in any jurisdiction.

15.11 Amendments

Except as set forth in Section 1.7(b) or (c), any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.

15.12 Survival

The following Sections will survive expiration or termination of this Agreement: 5, 8, 9.5, 13, 14, and 15.

15.13 Entire Agreement

This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement. The terms located at a URL referenced in this Agreement and the Documentation are incorporated by reference into the Agreement. After the Effective Date, Puzl Cloud may provide an updated URL in place of any URL in this Agreement.

15.14 Conflicting Terms

If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Agreement, and the terms at any URL. If Puzl Cloud provides this Agreement in more than one language for the country of your address, and there is a discrepancy between the English text and the translated text, the English text will govern.

15.15 Definitions

"Account" means Customer's Puzl Cloud Platform account.
"Admin Console" means the online console(s), tool(s) and/or APIs provided by Puzl Cloud to Customer for administering the Services.
"Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.
"Agreement URL" means the following URL set forth at puzl.cloud (and any successor or related locations designated by us), as it may be updated by us from time to time.
"Allegation" means an unaffiliated third party's allegation.
“API” means an application program interface.
"Application(s)" means any application Customer creates using the Services, including any source code written by Customer to be used with the Services.
"AUP" means the acceptable use policy set forth at puzl.cloud (and any successor or related locations designated by us), as it may be updated by us from time to time.
“Balance” is the total funds in Customer’s Account that is made up of all unpaid Fees, that have and haven’t yet been invoiced. Available Credit represents the funds Customer is able to use.
"Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.
"Confidential Information" means information that one party (or an Affiliate) discloses to the other party under this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations or becomes public through no fault of the recipient. Subject to the preceding sentence, Customer Data is considered Customer’s Confidential Information.
"Control" means control of greater than fifty percent of the voting rights or equity interests of a party.
"Customer Data" means content provided to Puzl Cloud by Customer (or at its direction) via the Services under Account.
"Customer End Users" means the individuals Customer permits to use the Application.
"Data Processing and Security Terms" means the terms set forth at puzl.cloud (and any successor or related locations designated by us), as it may be updated by us from time to time.
"Documentation" means the Puzl Cloud documentation the form generally made available by Puzl Cloud to its customers for use with the Services set forth at puzl.cloud (and any successor or related locations designated by us), as it may be updated by us from time to time.
"Fee Accrual Period" means a calendar month or another period specified by Puzl Cloud in Admin Console.
"Feedback" means feedback or suggestions about the Services provided to Puzl Cloud by Customer.
"Fees" means the applicable fees for Services and any applicable Taxes. The Fees for Services are set forth at puzl.cloud (and any successor or related locations designated by us), as it may be updated by us from time to time.
"High-Risk Activities" means activities where the use or failure of the Services could lead to death, personal injury, or environmental damage (such as the operation of nuclear facilities, air traffic control, life support systems, or weaponry).
"Indemnified Liabilities" means any (i) settlement amounts approved by the indemnifying party, and (ii) damages and costs finally awarded against the indemnified party and its Affiliates by a court of competent jurisdiction.
”Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.
”Cloud Platform Objects” means any entity created and used by Customer on Cloud Platform using Admin Console. Cloud Platform is a Software that provides Customer with the ability to create, access and manage Resources.
”Resources” means the fundamental computing, networking and data storage components that make up Puzl Cloud Services. Examples of Resources include, but not limited to various models of CPU, GPU, and RAM. Resources are utilized through the Cloud Platform Objects. The list and specifications of the Resources available in Puzl Cloud are set forth at puzl.cloud (and any successor or related locations designated by us), as it may be updated by us from time to time.
"Legal Process" means a data disclosure request made under the law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.
"Services" means the Puzl Cloud services (including any associated APIs), Cloud Platform Objects, Recourses, as they may be updated by us from time to time.
"SLA" means each of the then-current Puzl Cloud Service level agreements set forth at puzl.cloud (and any successor or related locations designated by us), as it may be updated by us from time to time.
"Software" means any downloadable tools, software development kits or other such proprietary computer software provided by Puzl Cloud in connection with the Services, which Customer may download, and any updates Puzl Cloud may make to such Software from time to time.
"Suspend" or "Suspension" means disabling or limiting access to or use of the Services or components of the Services.
"Taxes" means any duties, customs fees, or taxes (other than Puzl Cloud’s income tax) associated with the purchase of the Services, including any related penalties or interest.
"Term" has the meaning set forth in Section 9 of this Agreement.
"Third-Party Legal Proceeding" means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).
"TSS" means the technical support service provided by Puzl Cloud.