Terms of service

1.1. Right to Use. Subject to Customer's compliance with the terms and conditions of these Terms, Pointer grants Customer a limited, non-exclusive, revocable right to use the Services solely for Customer's internal business purposes on a device that Customer owns or controls. Customer may not resell, transfer, assign, or sublicense Customer's rights under these Terms to any third party or use the Services to provide services for the benefit of any third party.

1.2. Third-Party Providers. Customer acknowledges that Pointer may use the services of third-party contractors, including third-party data centers and cloud providers, in providing the Services (collectively, "Service Providers") and that the Services (including Customer Data, as defined below) may be hosted and processed on a network owned and maintained by a Service Provider. The performance of Service Providers is outside Pointer's control. POINTER WILL NOT BE LIABLE FOR, AND POINTER EXPRESSLY DISCLAIMS, ANY LIABILITY FOR LOSSES, COSTS, OR EXPENSES CAUSED BY ANY SERVICE PROVIDERS.

1.3. Modifications. Notwithstanding anything to the contrary in these Terms, (a) Pointer may conduct maintenance on the Services from time to time without prior notice to Customer and (b) Pointer may modify features of the Services from time to time at Pointer's sole discretion.

2.1. Authorization. Customer represents and warrants that (a) Customer is validly existing and in good standing under the laws of the place of its establishment or incorporation, (b) Customer has full corporate power and authority to execute, deliver and perform its obligations under these Terms, (c) the person entering into these Terms on Customer's behalf has been duly authorized and empowered to enter into these Terms, and (d) these Terms are valid, binding and enforceable against Customer and all Customer Personnel (as defined below) in accordance with their terms.

2.2. Jurisdiction. Customer may only use the Services in jurisdictions authorized by Pointer. The Services are not intended to subject Pointer to any non-United States jurisdiction or law. Customer represents and warrants that neither Customer nor any Customer personnel using the Services ("Customer Personnel") (a) is located in, organized to do business in, or a resident of, any country subject to OFAC Sanctions (as defined below), (b) listed on any U.S. government prohibited or restricted party lists, or (c) owned by, controlled by, or acting on behalf of a party described in (a) or (b).

2.3. Use and Sharing. The Services are provided to Customer only for Customer's internal business use and not for the benefit or use of any third party. Pointer may enable Customer to designate authorized Customer Personnel ("Authorized Users") to use the Services, and if so, only Authorized Users may use the Services.

2.4. Access Credentials. Customer may be required to create an account to use the Services. Customer is responsible for use of the Services by Customer and Customer Personnel, their respective access to Services accounts, and all acts and omissions through Services accounts, as well as for use of the Services by any third party through Services access credentials of Customer or any Customer Personnel, whether authorized or not. Customer is solely responsible for implementing and maintaining security measures to safeguard Customer's and Customer Personnel's access credentials and to prevent use and disclosure of such credentials by unauthorized third parties. Customer will promptly notify Pointer in writing of any unauthorized use of the Services or access credentials that comes to Customer's attention. Pointer has no obligation to inquire about the authority of anyone using the account access credentials of Customer or any Customer Personnel. POINTER WILL NOT BE LIABLE FOR, AND POINTER EXPRESSLY DISCLAIMS, ANY LIABILITY FOR LOSSES, COSTS, OR EXPENSES CAUSED BY ANY UNAUTHORIZED USE OF THE SERVICES THROUGH CUSTOMER'S ACCOUNT.

3.1. Restrictions. Customer agrees that the Services contain trade secrets and other valuable proprietary information belonging to Pointer. Customer will not, and will ensure that Customer Personnel do not:

• alter, copy, modify, translate, or make derivative works of, or permit the alteration, copying, modification, translation, or making derivative works of, the Services or any component thereof;
• attempt to derive the source code or object code for the Services, including by reverse engineering, decompiling, disassembling, or similar means;
• seek to acquire any ownership interest in or to the Services;
• license, offer, sell, resell, transfer, lease, or otherwise distribute the Services or attempt any of the foregoing;
• remove, alter, or obfuscate any copyright, trademark, or other proprietary rights notices included with the Services;
• access or use the Services in order to design, develop, or build a similar product or competitive product;
• exceed any Pointer limitations with respect to use of the Services (including, without limitation, API call limitations, Authorized User limitations, and/or any other limitations set forth on an Order Form) any limits set forth on an Order Form or otherwise use the Services for any purpose other than Customer's internal business purposes;
• enable access to the Services by anyone not authorized to use the Services;
• develop any scripts or software applications that interact with or integrate with the Services unless first authorized in writing by Pointer;
• circumvent or modify any security technologies designed to prevent unauthorized access to the Services;
• frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Pointer without Pointer's express written consent; or
• use any meta-tags or any other "hidden text" utilizing any of Pointer's names, trademarks, or service marks without the express written consent of Pointer.

3.2. Acceptable Use. Customer will not use the Services, and will ensure that no Customer Personnel uses the Services, to:

• infringe on, violate, dilute, or misappropriate the intellectual property rights, rights of publicity, privacy rights, or other rights of any person;
• engage in any fraudulent, unlawful, or abusive activities;
• store, send, or post defamatory, inflammatory, trade libelous, threatening, abusive, hateful, harassing, obscene, pornographic, or indecent content or data;
• interfere with or attempt to interfere with or disrupt the integrity, security, functionality, or proper working of the Services or Pointer provision of services to other customers;
• attempt to discover, access, read, alter, destroy, or damage any programs, data, or other information stored on or in connection with the Services; or
• upload or transmit any content that constitutes unsolicited or unauthorized advertising promotional materials, commercial activities, or any other form of solicitation.

4.1. Ownership. Customer owns and retains all right, title, and interest in and to information, data, content, and/or files transmitted, uploaded, or stored in association with Customer's and Customer Personnel's use of the Services, including personal information ("Customer Data"), including all intellectual property rights therein. Customer acknowledges and agrees that Customer (not Pointer) has control over Customer Data stored by operation of the Services and that Pointer is not responsible for performing, and is not liable for failing to perform, any back-up of any Customer Data. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, security, and appropriateness of all Customer Data.

4.2. Use of Customer Data. Customer hereby grants Pointer and its affiliates a worldwide, royalty-free, fully paid, transferable, assignable, sublicensable (through multiple tiers), perpetual, and irrevocable license to collect, host, use, access, view, store, copy, display, create derivative works of, delete, and otherwise process Customer Data (including providing Customer Data to applicable Third-Party Service Providers (as defined below) and others) to (a) provide, support, monitor, analyze, and improve the Services and improve Pointer's other products and services, (b) communicate with Customer about its account and its Customer Personnel's accounts, (c) comply with Applicable Laws, including court orders, subpoenas, and requests or requirements for information made by regulatory or investigatory entities, (d) prevent fraud or misuse of the Services, (e) perform market research, (f) conduct product research and improvement and development of products and services by Pointer, and/or (g) for any other lawful purpose. Pointer may expand its use of Customer Data in its discretion if not precluded by Applicable Laws. Pointer will not be required to transmit or provide Customer or any third party with Customer Data in any format except as required by Applicable Laws.

4.3. Rights in Customer Data. Customer represents and warrants to Pointer that Customer has the rights, licenses, and permissions necessary to grant the license and use rights in Section 4.2 and to otherwise provide Customer Data to Pointer for use by Pointer as contemplated by these Terms and the use of the Services by Customer and Customer Personnel. Customer is solely responsible for the content, accuracy, integrity, quality, and legality of Customer Data and for ensuring that it has given all notices and disclosures, and obtained all consents and permissions, necessary for (a) Customer and Customer Personnel to use the Services (including, without limitation, to send any communications or other information or materials via the Services), (b) Customer's collection, use and disclosure of Customer Data, and (c) Pointer to collect, use, and disclose Customer Data. Customer will not, and will ensure that Customer Personnel do not include in Customer Data or otherwise upload, post, reproduce, or distribute any information, software, or other material protected by copyright, privacy rights, or any other intellectual property rights without first obtaining the permission of the owner of such rights.

4.4. Compliance with Laws. Customer will comply with all applicable local, state, national, and foreign laws in connection with Customer's use of the Services ("Applicable Laws"). Customer acknowledges that the Services, including any and all system hardware, system software, technical data, know-how, or other data or information (herein referred to as "Systems") obtained from Pointer may be subject to the import and/or export control laws or regulations of one or more countries, including, without limitation, the Export Administration Regulations ("EAR"), sanctions regulations administered by the U.S. Office of Foreign Assets Control ("OFAC Sanctions"), and equivalent regulations in other jurisdictions (collectively, "International Trade Regulations") and, accordingly, their import, export, re-export, and transfer may be restricted or prohibited. Without limiting the first sentence of this Section 4.4, Customer agrees to comply with all International Trade Regulations and agrees not to, directly or indirectly, (a) not access or use any Systems if Customer is located in a country, region, or jurisdiction subject to OFAC Sanctions or for any end use prohibited under International Trade Regulations or (b) import, export, re-export, transfer, or cause to be imported, exported, re-exported, or transferred, any such Systems to any destination, entity, or persons prohibited or restricted under any International Trade Regulations, unless Customer has first obtained prior written consent of Pointer and any applicable governmental entity, either in writing or as provided by applicable regulation.

4.5. Data Processing Addendum. If Customer is an Enterprise Customer as described on our pricing page ("Enterprise Customer"), the Pointer Data Processing Addendum ("DPA") is incorporated by this reference and forms part of these Terms. References to "Customer" in the DPA refer to Customers who are Enterprise Customers.

5.1. General. Customer will pay Pointer the fees (a) charged on the Pointer website, (b) charged on an Order Form, and/or (c) that have otherwise been charged by Pointer for the Services (the "Fees"), as applicable. Pointer may, in its sole discretion and at any time, modify any Fees.

5.2. Payment. Customer will pay all Fees by (a) check, (b) bank wire transfer in immediately available funds to an account designated by Pointer, or (c) credit or debit card via an authorized payment processor. If by credit or debit card, Customer authorizes Pointer (or its payment processor) to charge Customer's credit or debit card number provided to Pointer and represents and warrants that Customer is authorized to use and have Fees charged to that credit or debit card. Unless otherwise set forth in an Order Form or as communicated in writing by Pointer, all payments pursuant to these Terms: (i) are nonrefundable; (ii) will be made in U.S. Dollars; and (iii) are exclusive of taxes and duties, which will be paid solely by Customer (other than taxes based on Pointer's net income). All Fees are payable without setoff, counterclaim, deduction, recoupment, or withholding of any kind for amounts owed or purportedly owed by Pointer under these Terms, Applicable Laws, or otherwise. The terms of payment specified herein may be subject to Pointer's approval of Customer's credit, and Pointer may at any time revise the specified terms of payment to require payment in advance.

5.3. Authorization. If applicable, Customer authorizes Pointer to maintain Customer's account information and charge Customer's designated payment method in its account (the "Designated Payment Method") as permitted in these Terms and as otherwise disclosed to Customer, including, without limitation, in connection with any subscriptions to the Services. Customer represents and warrants that it is authorized to use and have Fees charged to the Designated Payment Method.

5.4. Effect of Non-Payment. If Customer fails to pay any Fees or other amounts due and owing, Pointer may, without limiting its rights or remedies at law, in equity, or under these Terms (each of which Pointer expressly reserves), (a) automatically charge the Designated Payment Method, (b) impose a finance charge on any outstanding balances, (c) suspend or terminate Customer's account or Customer's access to the Services, and/or (d) impose additional fees and/or charges, including, without limitation, reinstatement fees if Customer's account or Customer's access to the Services has been suspended or terminated. Customer will reimburse Pointer for all costs and expenses associated with any of the foregoing, including, without limitation, attorneys' fees and costs of collection.

6.1. Ownership by Pointer. Subject to the use rights granted under these Terms, as between the parties, Pointer owns and retains all right, title, and interest in and to the Services and any improvements, modifications, enhancements, or derivatives of the foregoing, all work product (including any software) and deliverables created, and all intellectual property rights relating to any of the foregoing. These Terms do not convey to Customer any rights of ownership in or related to the Services, work product, or deliverables. Except for the rights expressly granted in these Terms, no other rights are granted to Customer in, to, or under Pointer's intellectual property rights, whether by implication, estoppel, waiver, or otherwise.

6.2. Usage Data. Notwithstanding anything to the contrary in these Terms, Customer agrees that Pointer may generate, collect, store, use, transfer, and/or disclose to third parties information gathered, prepared, computed, originated, or stored by Pointer resulting from the use or provision of the Services, including information derived from or based on Customer Data ("Usage Data") (a) to perform data analytics, (b) to monitor, improve, and support the Services, (c) to design, develop, and offer Pointer products and services, and/or (d) for any other lawful purpose. Pointer owns and retains all rights to Usage Data, and no rights are granted to Customer, whether by implication, estoppel, waiver, or otherwise in or to any Usage Data. Pointer has no obligation to provide or make any Usage Data available to Customer.

7.1. Term. The term of these Terms commences on Customer's acceptance of these Terms (whether via a click-through purchase or by entering into an Order Form) and, unless either party terminates Customer's access to the Services as set forth in this Section 7, continues until the expiration or termination of the stated term on (a) Pointer's website in connection with Customer's purchase or (b) the Order Form.

7.2. Termination.

• Non-Renewal. If automatic renewal applies, either party may terminate Customer's access to the Services (and, therefore, these Terms) by issuing written notice of non-renewal at least 30 days prior to the expiration of the then-current term.
• Termination for Cause. Either party may terminate Customer's access to the Services (and, therefore, these Terms) upon written notice to the other party (i) if such other party commits a material breach of these Terms and fails to cure such breach within 30 days of having received noticed of the breach or (ii) immediately if the other party becomes insolvent, makes an assignment for the benefit of its creditors, appoints a receiver for the whole or part of its assets, if there is a filing of voluntary bankruptcy petition by such other party or the filing against such other party of an involuntary bankruptcy petition that is not stayed or dismissed within 60 days, or there is an issuance of any order or the passing of a resolution for the winding-up of such other party's business.
• Termination for Convenience. If Customer is not subject to an Order Form, then Customer may terminate Customer's access to the Services by notifying Pointer in writing or by closing Customer's account. Unless expressly set forth in an Order Form, Pointer may terminate Customer's access to the Services at any time by notifying Customer in writing (with email notice being sufficient) or by disabling or terminating Customer's account (with or without notice).
• Termination for Cause. Either Customer or Pointer may terminate Customer's access to the Services upon written notice to the other party (a) if such other party commits a material breach of these Terms and fails to cure such breach within 30 days of having received noticed of the breach or (b) immediately if the other party becomes insolvent, makes an assignment for the benefit of its creditors, appoints a receiver for the whole or part of its assets, if there is a filing of voluntary bankruptcy petition by such other party or the filing against such other party of an involuntary bankruptcy petition that is not stayed or dismissed within 60 days, or there is an issuance of any order or the passing of a resolution for the winding-up of such other party's business.

7.3. Suspension of Services. Without limiting Pointer's rights or remedies in these Terms, Pointer may suspend or limit access to the Services at any time: (a) if Pointer determines or reasonably suspects that Customer is using the Services in violation of Applicable Laws or in connection with any fraudulent activity; (b) if Pointer reasonably determines that Customer's use of the Services adversely affects or interferes with the normal operation of the Services or any service to others; (c) if Pointer is prohibited by an order of a court or other governmental agency from providing the Services; (d) if Pointer reasonably believes there exists a security incident that threatens the security of the Services, Customer Data, or any data of others; or (e) for any other reason in Pointer's reasonable discretion. POINTER WILL HAVE NO LIABILITY FOR ANY DAMAGES, LIABILITIES, OR LOSSES AS A RESULT OF ANY SUSPENSION OR LIMITATION OF CUSTOMER'S USE OF THE SERVICES IN ACCORDANCE WITH THIS PARAGRAPH.

7.4. Effect of Expiration or Termination. Upon any expiration or termination of these Terms, (a) all unpaid Fees (including any Fees payable for the remainder of Customer's subscription to the Services) will become immediately due and payable, (b) no refunds will be given on early termination, including any refunds for any pre-paid amounts, regardless of the reason for such termination, (c) all rights granted to Customer under these Terms and Pointer's obligations will immediately cease, and (d) Customer will stop accessing or using the Services (including, without limitation, uninstalling, removing, and otherwise deleting any SDKs and APIs provided), except the following provisions will survive: Sections 3.1 (Restrictions), 4.1 (Ownership), 4.2 (Use of Customer Data), 4.5 (Data Processing Addendum), 5 (Fees and Payment Terms), 6 (Intellectual Property Rights), 7.6 (Effect of Expiration or Termination), 8 (Confidentiality), 9 (Indemnification), 10 (Disclaimers), 11 (Limitation of Liability), 12 (Arbitration) and 13 (General Provisions).

8.1. Protection. Customer may be exposed to or receive certain information that is not generally known to the public and is marked as confidential or proprietary, or which, under the circumstances ought to be treated as confidential ("Confidential Information"). Customer agrees that if Customer is exposed to or receive Confidential Information, Customer: (a) will protect Confidential Information from unauthorized disclosure using at least a commercially reasonable degree of care; (b) will not disclose Confidential Information to any third party; and (c) will not use the Confidential Information for any purpose.

8.2. Return. After any expiration or termination of these Terms, or at any time upon request from Pointer, Customer will immediately return or destroy (at Pointer's sole direction) all materials or media containing any Confidential Information, including all copies thereof, and will certify in writing to Pointer that all such Confidential Information has been returned or destroyed.

8.3. Injunctive Relief. Customer expressly acknowledges and agrees that no adequate remedy exists at law for an actual or threatened breach of this Section 8 and that in such event Pointer will be entitled to seek and obtain immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.

8.4. Feedback. Customer may from time to time voluntarily provide suggestions, enhancements, recommendations, requests for features or functionality, comments, or other feedback to Pointer regarding Pointer and/or the Services ("Feedback"). Feedback, even if designated as "confidential" or "proprietary" by Customer, will not create any confidentiality or other obligation for Pointer, and Customer hereby assigns to Pointer all rights (including intellectual property rights), title and interest in and to such Feedback. All Feedback is Confidential Information.

9.1. Customer will indemnify and hold Pointer and its affiliates, and its and their officers, employees, and agents harmless against any damages, liabilities, losses, costs, or expenses (including reasonable attorneys' fees) arising from or in connection with (a) Customer's access to or use of the Services, (b) Customer Data, (c) Customer's breach or alleged breach of these Terms, and/or (d) Customer's infringement, misappropriation, or violation of any intellectual property rights, rights of publicity, privacy rights, or other rights of a third party (each, an "Indemnifiable Claim"). Additionally, Customer will, at Pointer's sole election, defend Pointer from any Indemnifiable Claims. If Pointer directs Customer to defend an Indemnifiable Claim, then (i) Pointer has the right to approve the counsel Customer select to defend the Indemnifiable Claim and (ii) Pointer may also have its own counsel participate in the defense and settlement of the Indemnifiable Claim at Customer's expense. Pointer may also exclusively retain control of the defense of an Indemnifiable Claim. Customer will not settle an Indemnifiable Claim without Pointer's written consent.

10.1. THE SERVICES ARE PROVIDED "AS IS," AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, POINTER HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICES AND SERVICE PROVIDERS, WHETHER STATUTORY, EXPRESS, IMPLIED, OR THROUGH A COURSE OF DEALING, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. POINTER DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE SERVICES WILL OPERATE UNINTERRUPTED, BE ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED. POINTER MAKES NO WARRANTY CONCERNING TIMELINESS, ACCURACY, PERFORMANCE, QUALITY, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION OR RESULTS OBTAINED OR DERIVED THROUGH THE USE OF THE SERVICES. POINTER DISCLAIMS ANY LIABILITY FOR UNAUTHORIZED ACCESS, USE, OR RELEASE OF ANY OF CUSTOMER DATA.

11.1. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL (A) POINTER OR ANY OF ITS SERVICE PROVIDERS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR PERSONAL INJURY, PROPERTY DAMAGE, ERROR OR INTERRUPTION OF USE, LOSS, INACCURACY, OR CORRUPTION OF DATA, COVER, LOST PROFITS OR REVENUE, LOSS OF BUSINESS, OR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES, REGARDLESS OF THE FORM IN WHICH THE ACTION IS BROUGHT (INCLUDING NEGLIGENCE), ARISING OUT OF OR RELATING TO THE RELATIONSHIP BETWEEN THE PARTIES (INCLUDING THESE TERMS), INCLUDING THE USE OR INABILITY TO USE THE SERVICES, WHETHER OR NOT POINTER HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES, OR (B) POINTER'S TOTAL LIABILITY UNDER THESE TERMS, REGARDLESS OF LEGAL THEORY (INCLUDING NEGLIGENCE), EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, THE GREATER OF (I) THE AMOUNT CUSTOMER PAID TO USE THE SERVICES IN THE PRECEDING SIX-MONTH PERIOD AND (II) $50. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMIT. THE PARTIES ACKNOWLEDGE THAT THIS SECTION 11 REFLECTS THE AGREED UPON ALLOCATION OF RISK BETWEEN THE PARTIES AND THAT NEITHER PARTY WOULD ENTER INTO THESE TERMS WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THIS LIMITATION ON LIABILITY WILL APPLY DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH IN THESE TERMS.

12.1. If any dispute between the parties arising under or relating to these Terms (a "Dispute") is not resolved through negotiation or mutual agreement, the parties agree to submit the Dispute to arbitration under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") in English in Delaware, before one neutral arbitrator who may be a national of any party and who shall be a member of the AAA's Large Complex Case Panel. Any issues about the arbitrability of a Dispute will be determined by the arbitrator. All documents and information relevant to the Dispute in the possession of any party will be made available to the other party not later than 60 days after the demand for arbitration is served, and the arbitrator may permit such depositions or other discovery deemed necessary for a fair hearing. The arbitrator will have the power to require discovery of third parties (including testimony and documents) to the fullest extent allowed by federal law or the laws of the State of Delaware. The hearing may not exceed two days. The arbitrator's award will be rendered within 120 days of the demand. The arbitrator may award interim and final injunctive relief and other remedies but may not award damages limited in Section 12 above whether under contract, tort, statute, or any other basis for liability unless they are required by statute as determined by the arbitrator. No class arbitration will be allowed, but other parties may be joined as necessary to resolve the Dispute. No time limit herein is jurisdictional. Any award of the arbitrator (including awards of interim or final remedies) may be confirmed or enforced in any court having jurisdiction. Notwithstanding anything to the contrary in this Section 12, Pointer may, at any time, bring court proceedings or claims against Customer (a) solely as part of separate litigation commenced by an unrelated third party or (b) solely to obtain temporary or preliminary injunctive relief or other interim remedies, pending conclusion of the arbitration. In the case of contradiction between the provisions of this Section 12 and the Commercial Arbitration Rules of the AAA, this Section 12 will prevail. The limitations on remedies described above may be deemed inoperative to the extent necessary to preserve the enforceability of the agreement to arbitrate. If any provision of this agreement to arbitrate is held invalid or unenforceable, it will be so held to the minimum extent required by law and all other provisions will remain valid and enforceable.

13.1. Entire Agreement. These Terms (together with any Supplemental Terms) constitute the entire understanding of the parties with respect to their subject matter and supersede all prior or contemporaneous proposals, understandings, and agreements. If Customer provides Pointer with any pre-printed terms and conditions that appear on any purchase order or other form document, such terms will be of no force or effect.

13.2. Assignment. Customer may not assign or transfer these Terms or any of Customer's rights or obligations under it without Pointer's prior written consent. Pointer may freely assign these Terms, including to its affiliates. Any attempted assignment in violation of this paragraph will be null and void. Subject to the foregoing, these Terms are binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.

13.3. Severability. If a court finds any term of these Terms to be invalid or unenforceable, other than Section 12, that term will be enforced to the maximum extent permissible so as to reflect the parties' intent, and the remainder of these Terms will remain in full force and effect.

13.4. Waiver. Either party's delay or failure to exercise any right under these Terms or any law does not mean a party waives that right or any other rights under these Terms in the future. No waiver of any provision of these Terms, or any rights or obligations of either party under these Terms, will be effective except pursuant to a written instrument signed by the party against whom the waiver is sought.

13.5. Use of Name and Logo. Notwithstanding any terms to the contrary in this Agreement, Customer consents to Pointer's use of Customer's name, logo and other source identifiers on Pointer's website and on Pointer's promotional and marketing related materials, including, without limitation, for purposes of identifying Customer as a customer of Pointer and describing Customer's use of the Services.

13.6. Independent Contractors. Nothing contained in these Terms will be construed to create a joint venture or partnership between the parties. Neither party is authorized as an agent or legal representative of the other party. Neither party will have the right or authority to bind or create any obligation on the other party.

13.7. Force Majeure. Pointer is excused from performance of these Terms and will not be liable for any delay in whole or in part caused by any event outside of its control.

13.8. No Third-Party Beneficiary. Nothing contained in these Terms will be deemed to create, or be construed as creating, any third-party beneficiary right of action upon any third party in any manner whatsoever.

13.9. Governing Law and Venue. These Terms will be governed in all respects in accordance with the laws of the State of Delaware, without regard to conflict of law principles that would cause the laws of any other jurisdiction to apply. Except as set forth in Section 12, Customer expressly agrees that federal and state courts located in Delaware will have exclusive jurisdiction over any Dispute raised by Customer. Customer expressly consents to personal jurisdiction in any such court and hereby irrevocably waives any objection to or claim of lack of jurisdiction or forum non conveniens.

13.10. Notices. By using the Services, Customer agrees (a) to receive communications (including any communications that are required to be issued in writing hereunder) electronically, including via email, (b) that any such electronically-issued communications will satisfy any legal communication requirements, including those that require notices to be in writing, (c) that, without limiting Pointer's notification rights in the third introductory paragraph of these Terms, Pointer may issue notices to the email or other address provided by Customer to Pointer, and (d) that such notice will be effective on delivery. Notices to Pointer, including termination notices, must be delivered to team@pointer.so or by certified mail to 95 Minna St, Suite 200, San Francisco, CA 94105. Such notice will be effective on confirmed receipt.

13.11. Interpretation. The headings of these Terms are for reference only and will not be used to interpret the meaning of these Terms. Any reference to "includes" or "including" will be understood to be exemplary and not limiting and followed by "but not limited to." Each party has had the opportunity to review these Terms with legal counsel, and there will be no presumption that ambiguities will be construed or interpreted against the drafter.