Private, Safe, Secure, Yours.
We're constantly working to earn and deserve your trust. Your privacy and security are the highest priority in every decision we make.
Here's the bottom line: you, the user, are not our product. We work for you. You are our customer. Your data is always yours and yours alone. We're committed to following the industry's best security standards, such as GDPR, and our privacy by-design and privacy-by-default security model empowers you to control the information you own. You can remove your information from Punch at any time. When it comes to your data, you are the boss.
Take a look at our security and privacy policies for details on what we're doing to protect you. If you have concerns, questions, or suggestions, please reach out. We are always looking to improve.
Your Right to Privacy
We honor and protect your right to privacy.
Punch tracks the time you spend collaborating in your Slack, Google, Microsoft, Zoom, and other accounts so you can setup goals that improve where you spend time.
When you connect these accounts to Punch, you authorize Punch to use data within them to interpret and visualize your time in order to help you manage your collaboration goals.
Punch is not intended for use by persons under the age of 16. If we become aware that a person under the age of 16 has provided us with information, we will take actions to delete such information from Punch.
Changes to this Policy
We reserve the right to revise, amend, or modify this policy and our other policies and agreements at any time and in any manner. The latest revision of this policy will be published at https://punch.in/privacy. We will provide notifications of any substantive changes to this policy to users in the Punch app experience and will ask users to consent to changes in the policy.
Collection and Use of Information About Punch Users
“Personal Information” is information that can be used to uniquely identify a natural person and is protected as personal data under applicable data protection law. Your Personal Information is considered confidential and private to you. Personal information is collected when you use Punch products and may be collected when you visit the Punch website.
“Non-Personal Information” is information that does not permit identification of any specific person. Non-Personal Information is collected when you use Punch products and may be collected when you visit the Punch website.
We may process any information we collect in the country where it was collected as well as in the United States.
Collection of Personal Information
By creating / updating an account with Punch, you provide us with Personal Information which may include but is not limited to: your name, picture, email addresses, social profiles, usernames, passwords, phone numbers, postal addresses, preferences, demographic information, and location information.
Users have the ability to report feedback to Punch to describe their experience or report errors. Punch stores the following information collected when a user provides feedback:
- Email address
- Feedback text
- Log data sent by the user
- Screenshot sent by the user
Punch provides forms on our website that potential customers can fill out to request information about our service. When you fill out one of these forms, you will provide personal data.
As with most websites and technology services delivered over the Internet, our servers automatically collect information when you access or use our Websites or Services and record it in log files. This log data may include the Internet Protocol (IP) address, the address of the web page visited before using the Website or Services, browser type and settings, the date and time the Services were used, information about browser configuration and plugins, language preferences and cookie data.
We use Third Party Analytics that employ cookies and similar technologies, to collect and analyze information about use of the Services and report on activities and trends. These services may also collect information regarding the use of other websites, apps and online resources.
Use of Personal Information
We will never sell your Personal Information. We may share your Personal Information with third parties only in a manner consistent with the Third Party Disclosures in this policy.
We may use Personal Information to send you announcements related to our products and services. You can opt out of receiving these communications from us by updating your account settings to unsubscribe from these communications.
We may use Personal Information to help us develop, deliver and improve Punch and to understand and personalize your use of Punch. This includes use for internal purposes such as auditing or research and analysis of our products, services and communications.
We may occasionally use Personal Information to send you important notices such as software updates or notices related to your purchases and billing status, changes to our policies, or changes to our products or services. Because this information is critical in nature, you may not be able to opt out of receiving these notices for as long as you continue to use Punch.
We may use Personal Information to administer any special program you may have voluntarily entered into, such as a sweepstake, contest or promotion.
We may also combine your Personal Information with other information to improve Punch, our content, and advertising.
We will display your Personal Information in your profile page and elsewhere in Punch according to your preferences. Any information you choose to provide should reflect how much you want others to know about you.
Your Personal Information will only be provided to companies when you indicate you are willing to talk to them about a specific job opportunity.
Collection and Use of Non-Personal Information
Where possible, Punch aggregates or de-identifies data so it is no longer reasonably associated with an identified or identifiable natural person. Punch may use this anonymized data to improve Punch products for Punch users.
Punch will retain Personal Information in accordance with a user’s instructions, including any applicable terms in the Terms of Service and the user’s use of service functionality, and as required by applicable law.
You can remove all of the personal data Punch has derived and stored from your Communication Data at anytime by request sent to email@example.com.
To remove all personal data Punch has collected through marketing effort, through interaction with other Punch users, or to remove personal data collected in Punch’s products, submit a request to firstname.lastname@example.org.
Punch keeps data backups with a 30 day retention period for disaster recovery. These backups may include Personal Information which will be purged automatically when the backup exceeds its retention period. Punch keeps log data for no less than 30 days and up to 186 days.
Collection and Use of Non-Personal Information
Where possible, Punch aggregates or de-identifies data so it is no longer reasonably associated with an identified or identifiable natural person. Punch may use this anonymized data to improve Punch products for Punch users.
Updating or Requesting Your Information
In some cases, personal information can be updated within Punch. In the event that you need to update personal information and the Punch app does not support this or in the event that you wish to request access to your personal information that Punch stores, you can submit a request to email@example.com.
Technology Used to Collect Information
To collect information, we use various technologies, such as “cookies”, pixel tags and web beacons on our website, in Punch, and in email messages and advertisements. These technologies help improve the user experience – for example by keeping a user logged in and remembering their username or other information between sessions.
Third Party Relationships
SERVICE PROVIDERS WORKING WITH PUNCH
At times we may make certain Personal Information available to strategic partners and service providers solely for the purpose of assisting us in providing, enhancing or marketing Punch. For example, we may use third parties to process credit card and payment information in accordance with PCI compliance security guidelines.
We will verify any third parties with whom we share your Personal Information also publicly claim and represent their own adherence to GDPR Standards and employ privacy guidelines substantively consistent with those represented in this policy.
Some data included in Punch products is sourced from Third Party providers. This data is generally pulled from public sources and used to improve the product experience of Punch users. Any personal data that Punch receives from third parties will be treated with the same care that Punch treats data directly received from users and in accordance with Punch’s GDPR commitments.
If we receive personal data subject to our certification under the Privacy Shield and then transfer it to a third-party service provider acting as an agent on our behalf, we have certain liability under the Privacy Shield if both (i) the agent processes the personal data in a manner inconsistent with the Privacy Shield and (ii) we are responsible for the event giving rise to the damage.
LEGAL REQUIREMENTS AND POLICY ENFORCEMENT
We may be legally compelled – due to law, legal process, litigation, and/or requests from public and governmental authorities within or outside your country of residence − to disclose your Personal Information or Non-Personal Information. We will only disclose information about you if we determine it is necessary or appropriately required by law related to a clear purpose of national security, law enforcement, or other issues of public importance. Unless legally restricted from doing so, we will attempt to notify you of any disclosure of your Personal Information we are legally-compelled to make.
We may also disclose information about you if we determine that disclosure is reasonably necessary to ensure compliance with our service terms, or to protect our operations or our other users.
In the event of a reorganization, merger, sale or change of ownership we may transfer any and all information, including Personal Information we collect, to the new owner.
LINKS TO EXTERNAL WEBSITES
Our websites may contain links to other sites that are not under our control. These websites have their own policies regarding privacy. You should review those policies when visiting third party websites. We are not responsible for linked websites, and we provide these links solely for the convenience and information of our users.
It is your responsibility to keep your passwords used with Punch private and secure. We strongly recommend against sharing your logins and passwords with others.
We take industry standard precautions through administrative, technical and physical measures to protect your Personal Information and Non-Personal Information against loss, theft, misuse, unauthorized access, disclosure, alteration, and destruction.
We use Secure Sockets Layer (SSL) encryption on all web pages that collect any Personal Information. Using an SSL-enabled browser such as Chrome, Firefox, Safari or Internet Explorer is required when your Personal Information is transmitted over the Internet.
When you use some features of Punch, such as sharing your Punch goal achievements on social media, the Personal Information and Non Personal Information you share are visible to others and can be read, collected, or used by them. You are responsible for the information you disclose in this way.
We take reasonable steps to ensure the integrity and security of our network and systems but cannot guarantee these security measures will prevent third parties from obtaining Personal Information or Non Personal Information by illegal actions or attacks. Should such an attack occur, we will notify you via email in accordance with local law and our commitment to GDPR and we will supply the appropriate authorities with available information on the third party in the event the attack comes under prosecution.
EU-U.S. Privacy Shield and Swiss-U.S. Privacy Shield
Punch follows, but has not yet been self certified, the EU-U.S. and Swiss-U.S. Privacy Shield frameworks set forth by the U.S. Department of Commerce with respect to collection, use, and retention of Customer Data.
Punch follows, but has not yet been self certified, the Privacy Shield Principles of notice, choice, onward transfer, security, data integrity, access, and enforcement for personal data submitted by our customers through Punch applications and services.
Your California Privacy Rights
This section provides additional details about the personal information we collect about California consumers and the rights afforded to them under the California Consumer Privacy Act or “CCPA.”
For more details about the personal information we have collected over the last 12 months, including the categories of sources, please see the sections on "Collection" and "Use" above. We collect this information for the business and commercial purposes also described in detail above. We share this information with the categories of third parties described in the "Third Party Relationships" section above. Punch does not sell (as such term is defined in the CCPA) the personal information we collect (and will not sell it without providing a right to opt out).
Subject to certain limitations, the CCPA provides California consumers the right to request to know more details about the categories or specific pieces of personal information we collect (including how we use and disclose this information), to delete their personal information, to opt out of any “sales” that may be occurring, and to not be discriminated against for exercising these rights.
California consumers may make a request pursuant to their rights under the CCPA by contacting us at firstname.lastname@example.org. We will verify your request using the information associated with your account, including email address. Government identification may be required. Consumers can also designate an authorized agent to exercise these rights on their behalf.
Punch is subject to the investigatory and enforcement powers of the US Federal Trade Commission (FTC).
In the event we are unable to resolve your concern, you may contact JAMS, which provides an independent third-party dispute resolution body based in the United States, and they will investigate and assist you free of charge. A binding arbitration option may also be available to you in order to address residual complaints not resolved by any other means. Stripe is subject to the investigatory and enforcement powers of the U.S. Federal Trade Commission (“FTC”).
Our founder-led engineering team has over a decade of prior experience securely and durably managing petabytes of highly confidential data for some of the world's biggest companies. Here are some ways we keep your data secure at Punch:
- Private data centers with industry-standard SSAE 16 physical security policies & locked server cages
- Public cloud service providers with the highest level of security practices (Google cloud platform, Amazon web services)
- 24x7 onsite data center staff to perform critical repairs
- Firewalls, hardened Linux-based operating systems, and conservative network configuration
- Highly secure VPNs to encrypt all network access transmitting Internet links
- Critical issues promptly patched by following industry security lists, and outbreaks
Uptime and Durability
In addition to security, it's critical to be able to access your data and services you rely on at all times. We do the following to keep Punch accessible to you at all times:
- Multiple physical data centers and cloud service platforms operating on diverse networks
- Multiple third-party monitoring services track Punch's availability across the planet
- On-call engineers are automatically paged for any customer-facing outage
- RAID-10 fault-tolerant redundant storage systems for all production systems
- Auto-failover in case of entire system or site failure
- Realtime geographically-diverse replication of data and service
Our technical team is governed by a comprehensive Security Trust Policy based on industry best practices. We only access a Punch account to troubleshoot technical issues. Punch staff will never ask you for any password.
- All Punch team members sign on to adhere to our trust-first policy with our Users
- All staff computers run with full-disk encryption and strong passwords
- Every Punch employee is provided with a copy of 1Password for secure password creation and storage
Your credit card and billing information is only stored securely via PCI-compliant industry-leading payment services.
Punch's preference is to establish account authorization using OAuth. OAuth is an industry standard for authorizing secure delegated access to external apps and service providers. When connecting Punch via OAuth, we never receive or store your password and you can revoke our access at anytime.
For instances where OAuth authorization is not used, Punch allows you to connect using a traditional username and password system. In these cases, Punch uses encryption to securely store a representation of your password.
You are responsible to choose secure passwords and to keep them safe. Punch cannot be responsible for data that is compromised due to an insecure or stolen user password. If using OAuth to authenticate, those underlying passwords must also be kept secure by you.
If you are a security researcher or you believe you have encountered a problem in Punch's security, please review the following.
Please report any security concerns to email@example.com. If you want to send an encrypted message, please request our public key.
We ask you provide us with a reasonable amount of time to address reports before publishing security-related information.
You are legally restricted from conducting any security research that could result in the destruction of data, interruption or degradation of service. This includes the use of automated tools or scanners: they are likely to cause your IP address to be banned from our network.
This agreement (the "Agreement") is a legal agreement between you, either an individual or a single legal entity ("You" or "you"), and Zowy. Inc. ("Punch"). This Agreement governs your use of Punch's Products, Software or Services, including any updates and accompanying written documentation provided to you (the "Products, Software or Services").
Accounts, Passwords, and Security
You must be a registered user to access the Products, Software or Services using your email addresses and associated passwords. Your email address password does not need to be provided to Punch when you register using an external authentication service Punch supports. You are responsible for keeping your passwords associated with your user access secure. You will be solely responsible and liable for any activity that occurs associated with your user.
If you believe you have identified a security flaw or vulnerability in Punch products or services, you can report it to us here.
Acceptable Use and Conduct
You are solely responsible for your conduct and your data related to the Products, Software or Services. You agree to indemnify, defend, and hold harmless Punch and its suppliers from any and all loss, cost, liability, and expense arising from or related to your data, your use of the Products, Software or Services, or your violation of these terms.
The Products, Software or Services are made available to you only for your personal or internal business use, which use must be in compliance with all applicable laws, rules and regulations and must not infringe or violate third party rights. You may not make commercial use of the Products, Software or Services, including but not limited to selling or distributing the Products, Software or Services to any third party.
Any unauthorized use of any Punch computer system is a violation of this Agreement and certain federal and state laws. Such violations may subject the unauthorized user and his or her agents to civil and criminal penalties.
Consent to Collect Non-personal Information, Use of Data
The Products, Software or Services may collect certain non-personally identifiable information that resides on your device, including, without limitation, statistics relating to how often it is used, performance metrics relating to the Products, Software or Services, and configuration settings. This information collected will be sent to Punch and may be used by Punch without restriction.
Changes to the Products, Software or Services and Terms and Conditions
Punch reserves the right at any time to modify, suspend, or discontinue providing the Products, Software or Services or any part thereof in its sole discretion with or without notice.
Punch reserves the right at any time to modify this Agreement and our other policies and agreements in its sole discretion, without liability to you. This Agreement, as amended, will be effective upon use of the Punch Products, Software or Services and effective for all existing users immediately after posting of any amended terms on the punch.in website. You agree to be bound by this Agreement, as modified. If you do not agree to any changes to this Agreement, you must terminate your account immediately.
Please review the most current version of this Agreement from time to time, located at https://punch.in/policies/#terms (or such successor URL as Punch may provide), so that you will be apprised of any changes. We will also provide notifications of any substantive changes to this policy in the Punch app experience. Your continued use of Punch will signify your acceptance and consent to all current policies and agreements.
Use of Products, Software or Services
Subject to the terms and conditions of this Agreement, Punch grants you a non-exclusive, non-transferable, non-sublicensable limited and revocable license to use the Products, Software or Services for which you have paid the applicable fees and taxes, and to use the Punch Products, Software or Services for the sole and exclusive purposes of your personal or internal business purposes. Certain third party code may be provided with the Products, Software or Services. The third-party license terms accompanying such code, and not the terms of this Section, will govern your use of such code. Punch reserves all other rights to its Products, Software or Services.
The Products, Software or Services and their structure, organization, source code, and documentation contain valuable trade secrets of Punch and its licensors, and accordingly you agree not to (and agree not to allow third parties to) (1) sublicense, lease, rent, loan, transfer, or distribute any aspect of the Products, Software or Services or any derivative thereof to any third party, (2) modify, adapt, translate, or prepare derivative works from the Products, Software or Services, (3) decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Products, Software or Services, (4) extract portions of the software's files for use in other applications, or (5) remove, obscure, or alter Punch's or any third party's trademarks or copyright or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Products, Software or Services.
Punch will use commercially reasonable efforts to make service available 24 hours a day, 7 days a week, except during planned downtime for upgrades and maintenance to the services. Punch will use commercially reasonable efforts to notify users of anticipated maintenance and downtime.
Renewals and Refunds
You agree that Punch shall have the right to automatically and without notice renew your license to continue to use the Products, Software or Services upon expiration of your license period, and that as part of such renewal Punch shall have the right to charge the applicable renewal fees and any applicable taxes to any credit card payment method on file with your account. You agree that if you elect to not permit Punch the right to automatically renew your license to use the Products, Software or Services or maintain your credit card information on file, then Punch may terminate your license.
You agree that you have seven (7) calendar days from the date that your license was renewed to elect to discontinue your use the Products, Software or Services. If you elect to discontinue your use of the Products, Software or Services within this period, you will be issued a full refund for the amount of your current license renewal. You are responsible for ensuring that Punch has current and accurate records necessary, to renew your license, including without limitation, your credit card payment data.
At no time, will a refund be issued for a Service period of less than one calendar month. Punch does not offer any refunds for purchases of the Products, Software or Services, except as expressly provided in this Agreement.
You acknowledge that Punch or third parties own all right, title and interest in and to the computer source code related to the Products, Software or Services, portions thereof, or software or content provided through or in conjunction with the Products, Software or Services, including without limitation all intellectual property rights. Except for the license granted in this Section, all rights in and to the Products, Software or Services are reserved, and no implied licenses are granted by Punch.
If you have comments on the Products, Software or Services or ideas on how to improve them, please contact us via any method published on our punch.in website. Please note that by doing so, you also grant Punch a perpetual, royalty-free, irrevocable, transferable license, with right of sublicense, to use and incorporate your ideas or comments into the Products, Software or Services (or third party software, content, or services), and to otherwise exploit your ideas and comments, in each case without further compensation.
Punch™ is a registered trademark of Zowy. Inc.
Term and Termination
This Agreement is effective upon any use including during a Trial Period of Punch's Products, Software or Services and remains in effect until your account is terminated.
This Agreement automatically terminates if you fail to comply with its terms and conditions. Punch reserves the right to refuse or discontinue participation to any user at any time at its sole discretion. You agree that, upon such termination, you will discontinue all use of the Products, Software or Services and that your access rights will immediately terminate.
The terms of the Sections entitled Consent to Collect Non-Personal Information; Intellectual Property; Disclaimer of Warranties; Limitation of Liability; Governing Law, Dispute Resolution, and Venue; and Entire Agreement and Assignment will survive expiration or termination. Commitments to security and privacy that are required by law to survive contract termination, including those required by the General Data Protection Regulation (GDPR), will survive termination of this contract.
If this Agreement terminates, other than for your failure to comply, Punch will use commercially reasonable efforts to make your Data available for you by request only for a period of thirty (30) days. Punch can provide customers personal data on request and in a manner consistent with requirements laid out in the European Union’s General Data Protection Regulation (GDPR).
Punch™ is a registered trademark of Zowy. Inc.
Disclaimer of Warranties
THE PRODUCTS, SOFTWARE OR SERVICES AND ANY THIRD PARTY SOFTWARE AND SERVICES ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. Punch AND SUCH THIRD PARTIES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE PRODUCTS, SOFTWARE AND SERVICE AND SUCH THIRD PARTY SOFTWARE OR SERVICES.
YOU UNDERSTAND AND AGREE THAT YOU USE THE PRODUCTS, SOFTWARE OR SERVICES, AND ALL THIRD PARTY SOFTWARE OR SERVICES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE PRODUCTS, SOFTWARE OR SERVICES, AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE PRODUCTS, SOFTWARE OR SERVICES AND SUCH THIRD PARTY SOFTWARE AND SERVICES.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL Punch, OR ITS SUPPLIERS, RESELLERS, PARTNERS OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE PRODUCTS, SOFTWARE OR SERVICES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF Punch HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
WITHOUT LIMITING THE FOREGOING, THE TOTAL AGGREGATE LIABILITY OF Punch, AND ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT, IF ANY, PAID BY YOU TO Punch FOR THE PRODUCTS, SOFTWARE OR SERVICES. IF THE PRODUCTS, SOFTWARE OR SERVICES ARE PROVIDED WITHOUT CHARGE, THEN Punch AND ITS SUPPLIERS SHALL HAVE NO LIABILITY TO YOU WHATSOEVER.
THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE PRODUCTS, SOFTWARE OR SERVICES, FROM INABILITY TO USE THE PRODUCTS, SOFTWARE OR SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE PRODUCTS, SOFTWARE OR SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR DIRECT DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
THE PRODUCTS, SOFTWARE OR SERVICES ARE NOT INTENDED FOR USE IN CONNECTION WITH ANY NUCLEAR, AVIATION, MASS TRANSIT, OR MEDICAL APPLICATION OR ANY OTHER INHERENTLY DANGEROUS APPLICATION THAT COULD RESULT IN DEATH, PERSONAL INJURY, CATASTROPHIC DAMAGE, OR MASS DESTRUCTION, AND LICENSEE AGREES THAT LICENSOR WILL HAVE NO LIABILITY OF ANY NATURE AS A RESULT OF ANY SUCH USE OF THE PRODUCTS, SOFTWARE OR SERVICES.
Export Restrictions and Enforceability
You acknowledge and agree that the Products, Software or Services which are the subject of this Agreement, may be controlled for export purposes. You agree to comply with all United States export laws and regulations. You assume sole responsibility for any required export approval and/or licenses and all related costs and for the violation of any United States export law or regulation. If you are located in a country subject to embargo by the United States government, you are not entitled to use the Software or Service.
The failure of Punch to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of this Agreement will continue in full force and effect.
Governing Law, Dispute Resolution, and Venue
This agreement will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflict of laws and provisions that would require the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
All domestic (U.S.) disputes arising under or relating to this Agreement shall be resolved by final and binding arbitration conducted before a single arbitrator pursuant to the commercial arbitration rules of Resolute Systems, Inc. that were in force as of April 30, 2008. Notwithstanding the provisions governing domestic dispute arbitration, any dispute arising under this Agreement that involves a dispute between Punch and a person who is neither a citizen nor a resident of the United States, shall, at either party’s request, be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules, with such arbitration to be conducted in USA.
The administrative expenses, arbitrator fees, and facility charges associated with the arbitration, whether domestic or international, shall be split equally between the parties. Each party shall be solely responsible for its attorney fees, expert witness fees, and other costs, fees, and expenses.
The arbitrator shall render a naked award. Judgment on any arbitral award under this Agreement may be entered in any court of competent jurisdiction. It is the intent of the parties that neither the award nor any resulting judgment have res judicata (claim preclusion) or collateral estoppel (issue preclusion) effects except as between the parties themselves.
The arbitration undertaking in this Agreement shall be governed by, construed, and interpreted in accordance with the Federal Arbitration Act, 9 U.S.C. 1 et seq. and, in the case of arbitrations involving one or more non—U.S. parties, by the Convention on the Recognition and Enforcement of Foreign Arbitral Awards and the U.S. legislation implementing the same, 9 U.S.C. 201 et seq.
To the extent that the Arbitration provisions of this Agreement do not apply, this Agreement will be subject to the exclusive jurisdiction of the state and federal courts serving Washtenaw County, Michigan, United States, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts, except that nothing will prohibit Punch from instituting an action in any court of competent jurisdiction to obtain injunctive relief or protect or enforce its intellectual property rights.
Entire Agreement and Assignment
You may not assign or transfer any of your rights or obligations under this Agreement to a third party without the prior written consent of Punch. Punch may freely assign this Agreement. Any attempted assignment or transfer in violation of the foregoing will be void from the beginning.