PAC-N-ZOOM CLOUD RENTAL AGREEMENT

IMPORTANT - READ CAREFULLY: This Cloud Rental Agreement ("Agreement") is a legal contract between you (either an individual or a business entity) and Accelerated I/O, Inc. for the Accelerated I/O software product identified above. BY CLICKING THE [ACCEPTED] ICON BELOW, BY USING THE PNZ CLOUD, OR BY UPLOADING A FILE TO OUR WEBSITES OR AFFILIATE'S WEBSITES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK THE [NOT ACCEPTED] ICON BELOW AND DO NOT USE THE PNZ CLOUD.

EXPRESSLY FORBIDDEN: Attempts to break or crack Accelerated I/O's computers or servers is expressly forbidden and will be prosecuted to the full extent of the law. By attempting to break into Accelerated I/O's computers or servers, you agree that you are giving the right to Accelerated I/O to break into your computer(s) and to gather all information, including that which violates attorney client privilege, that is either related or unrelated to your attacks so your actions can be clearly defined to legal authorities, except as not permitted by law, and you also agree to pay for any damage done to any of your equipment, information, programs, or related property during Accelerated I/O's research. You agree to not file any claims against Accelerated I/O for damage you incur from Accelerated I/O's research.

OTHER LIMITATIONS: You may not reverse engineer, decompile, disassemble, translate, or otherwise attempt to derive the source code or other intellectual property of PnZ Technology, except and only to the extent that such activity is expressly permitted by applicable law. If applicable law permits such activities, any information so discovered must be promptly disclosed to Accelerated I/O and shall be deemed to be the confidential proprietary information of Accelerated I/O. Without prejudice to any other rights, Accelerated I/O may terminate this Agreement immediately and without notice. In such event, you must immediately remove and destroy all copies of PnZ Technology, Application Program Interface (API) and all of its component parts and provide certification of such removal and destruction to Accelerated I/O upon request. In the event that Accelerated I/O terminates the agreement and you have remaining credit, Accelerated I/O will refund the payment you made for that User ID.

GOVERNING LAW/VENUE: PnZ Technology is subject to U.S. export and commerce laws. No portion of PnZ Technology may be used, downloaded or installed from the Accelerated I/O website or through any Accelerated I/O service or otherwise exported or re-exported: (1) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other Country to which the U.S. has embargoed goods; or (2) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals; or (3) anyone on the U.S. Commerce Department's Table of Deny Orders; or (4) anyone employed by or an agent of a government. BY USING THE SOFTWARE, I AGREE TO THE FOREGOING RESTRICTIONS, AND I REPRESENT AND WARRANT THAT I AM NOT LOCATED IN, UNDER THE CONTROL OF, OR A NATIONAL OR RESIDENT OF ANY SUCH COUNTRY OR ON ANY SUCH LIST OR AN EMPLOYEE OR AGENT OR EMPLOYEE OF A GOVERNMENT. By accessing and/or using PnZ Technology, you acknowledge that you have read, understood, and agree, to be bound by these terms and to comply with all applicable laws and regulations, including U.S. export laws and regulations including those which apply to the export of data. If you do not agree to these terms, do not use the PnZ Cloud. This Agreement shall be governed by the laws of the State of Colorado and the United States of America, without regard to conflict of laws principles. You agree that any action at law or in equity arising out of or relating to these terms or PnZ Technology shall be filed only in the state or federal courts located in Broomfield County, Colorado, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. In the event that any portion of this Agreement is determined to be invalid by a court or other decision-making authority of competent jurisdiction, then such provision shall be invalidated only to the extent required to bring the provision into compliance with applicable law and shall not affect the remaining provisions of this Agreement.

INAPPROPRIATE ACTIVITY: We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted material, IP addresses and traffic information. Inappropriate activity includes putting obscene pictures on our site or sites. The user should also agree to refrain from putting copyrighted material on our site or sites, unless the user has permission to use the copyrighted material.

PROPRIETARY RIGHTS: Copyright. All title and copyrights in and to PnZ Technology (including, without limitation, any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the PnZ Technology), the accompanying media, printed materials and materials in electronic form, and any copies of PnZ Technology are, as between you and Accelerated I/O, the exclusive property of Accelerated I/O. PnZ Technology is the proprietary and confidential information of Accelerated I/O and is protected by trademark, trade secret laws, copyright laws and international treaty provisions. Therefore, you must treat PnZ Technology like any other copyrighted material, subject to the provisions of this Agreement, and you must take reasonable security precautions, at least as great as the precautions you take to protect your own confidential information, to keep PnZ Technology confidential. If you are an entity, you may disclose PnZ Technology to your full-time employees on a need to know basis, provided that you have executed appropriate written agreements with your employees sufficient to enable you to comply with the terms of this Agreement. Any copies that you are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in PnZ Technology.

SUBMISSIONS: Should you decide to transmit to Accelerated I/O's website by any means or by any media any materials or other information (including, without limitation, ideas, concepts or techniques for new or improved services and products), whether as information, feedback, data, questions, comments, suggestions or the like, you agree such submissions are unrestricted and shall be deemed non-confidential and you automatically grant Accelerated I/O and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, use, copy, transmit, distribute, create derivate works of, display and perform the same. In addition, you hereby irrevocably appoint Accelerated I/O as your representative for purposes of perfecting any such rights.

USE OF INFORMATION: Information collected online is typically defined as being either anonymous or personally identifiable. Anonymous information refers to data that cannot be tied back to a specific individual. For example, we may or may not collect the visitor's IP address (e.g., whether the user is logged on from ibm.com or aol.com), referral data (e.g., the Internet address of the last Web page visited by a user before clicking over to our web site), and browser and platform type (e.g., a Netscape browser on a Macintosh platform). You do not have to register with Accelerated I/O before we can collect this anonymous information. Personally identifiable information refers to data that tells us specifically who you are, such as your name, address and financial information, which may be collected in addition to the anonymous data described above. Accelerated I/O treats all personally identifiable member information with the utmost care for your privacy and security. Accelerated I/O does not sell, trade, or otherwise disclose customer lists or personally identifiable information to unaffiliated third parties without your permission. In the event that Accelerated I/O should be acquired or substantially all of its assets transferred, customer information would be considered a transferable asset and would be transferred to the acquiring entity. Further, in the event we make a material change in the way we collect your personal information, use your personal information, or change our email policies, you will be notified by email or through a prominent notice on our website. For your information, below is an outline of the information collected from you to provide our services, and a description of what we do with such information.

SIGN UP INFORMATION: Upon granting any use of PnZ Technology, Accelerated I/O collects the following information: name, address and email address, along with other information about the user. This information may then be imported into our website programs to simplify the amount of information the user will be required to enter when using the features available on our website. Accelerated I/O may use your information to contact you regarding a change or update, and to send you information about our company and select partners. You may control the receipt of such information by advising Accelerated I/O of your decision to opt-out of such information programs.

YOUR FINANCIAL INFORMATION: Accelerated I/O uses the financial data you provide to bill you for any and all products and services you use, and for any available discount, rebate and incentive programs in which you participate. By making a purchase on the website, or accessing any financial transaction or activity on the website, you consent to allowing us to: (1) provide your financial information to our service providers, as well as your credit card issuer for their assistance in processing your transaction; and (2) contact any other third parties we determine as necessary to process your transactions. These third parties may include but are in no way limited to banking facilities and/or credit card institutions used to process and verify your financial transaction.

PAYMENTS: You represent and warrant that if you are purchasing something from us or from merchants that (a) any credit information you supply is true and complete, (b) charges incurred by you will be honored by your credit card company or financial entity, and (c) you will pay the charges incurred by you at the posted prices (quantity discounts may apply), including any applicable taxes.

REFUND POLICY: The rental of the PnZ Cloud services is final. Much of the software is either free or try before you buy. If you wish to request credit due to image quality, you may contact us at Customer.Support@Pac-n-Zoom.com.

DISCLAIMER OF WARRANTY: PNZ TECHNOLOGY, THE API, AND THE ACCOMPANYING FILES ARE PROVIDED "AS IS" AND TO BE USED AT YOUR OWN RISK. ACCELERATED I/O AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED IN PNZ TECHNOLOGY, PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING PNZ TECHNOLOGY OR SUCH FILES, ACCELERATED I/O AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO TITLE OR INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT, QUIET ENJOYMENT, QUIET POSSESSION, AND CORRESPONDENCE TO DESCRIPTION, AND HEREBY EXPRESSLY DISCLAIM ANY SUCH WARRANTIES TO THE FULL EXTENT PERMITTED BY LAW. YOU HEREBY WAIVE, RELEASE, FORGIVE, DISCHARGE AND RELINQUISH ANY AND ALL CLAIMS THAT YOU NOW HAVE OR MAY IN THE FUTURE HAVE AND THAT ARE CONNECTED WITH, ARISE OUT OF, RELATE TO OR ARE INCIDENTAL TO PNZ TECHNOLOGY, AGAINST ACCELERATED I/O, ITS AFFILIATES, SUBSIDIARIES, PARENTS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES, AND AGREE TO HOLD HARMLESS THE SAME. Good data processing procedure dictates that any program be thoroughly tested with non-critical data before relying on it. The user must assume the entire risk of using PnZ Technology. ANY LIABILITY OF ACCELERATED I/O FOR A DEFECTIVE IMAGE CONVERSION WILL BE LIMITED EXCLUSIVELY TO REPLACEMENT OF YOUR CONVERSION OR APPROPRIATE CREDIT MAY BE GIVEN UPON THE DISCRETION OF ACCELERATED I/O. IN NO EVENT WILL ACCELERATED I/O OR ITS SUPPLIERS, AFFILIATES, OFFICERS OR EMPLOYEES BE LIABLE TO YOU FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST FILES, LOST PROFITS OR LOST SAVINGS, EVEN IF AN ACCELERATED I/O REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. Some states or jurisdictions do not allow the exclusion or limitation of incidental consequential or special damages, or the exclusion of implied warranties or limitations on how long a given warranty may last, so the above limitations may not apply to you. THIS AGREEMENT IS PERSONAL TO YOU. BY ACCEPTING THIS AGREEMENT, YOU AGREE TO NOT TO DISCLOSE PNZ TECHNOLOGY OR ANY DETAILS REGARDING PNZ TECHNOLOGY, ITS OPERATION OR PERFORMANCE TO ANYONE UNLESS YOU CAN VERIFY THAT THE INFORMATION TO BE DISCLOSED IS ALREADY IN THE PUBLIC DOMAIN, YOU HAVE INDEPENDENTLY DEVELOPED THE INFORMATION WITHOUT REFERENCE TO ACCELERATED I/O INFORMATION, OR HAVE RIGHTLY RECEIVED THE SAME INFORMATION FROM A THIRD PARTY WHO IS NOT IN BREACH OF A CORRESPONDING LICENSE AGREEMENT OR NON-DISCLOSURE AGREEMENT. YOU MAY, HOWEVER, DISCLOSE OR DISCUSS THE PRODUCT ON WWW.PAC-N-ZOOM.COM, WWW.PNZ-ANIMATION.COM, OR RELATED SITES OR WITH ANYONE ELSE WHO IS ALSO AN APPROVED USER OF PNZ TECHNOLOGY. THIS NON-DISCLOSURE RESTRICTION INCLUDES THE APPLICATION INTERFACE, OR API. If you use a bulletin board or chat room on any site, you should be aware that any confidential or personally identifiable information you submit there can be read, collected or used by other users of these forums, and could be used to contact you or send you unsolicited messages or result in your personal liability. Accelerated I/O is not responsible for the personally identifiable information you submit in these forums and may hold you responsible for any confidential or proprietary information of Accelerated I/O that you post in any public or semi-public forum without our express consent. It is important for you to exercise discretion and appropriate caution when deciding what personal or confidential information, if any, to reveal in these areas. Accelerated I/O reserves the right (but not the obligation) to, in its sole discretion and at any time with or without notice, temporarily or permanently ban from accessing our bulletin boards, chat rooms and/or our website any user(s) who violate any bulletin board, chat room or confidentiality rules, this Agreement, or any other posted policy of Accelerated I/O. ACCELERATED I/O MAY UPDATE THIS AGREEMENT AT ANY TIME WITHOUT NOTICE. I AGREE TO REVIEW THIS WEBSITE PERIODICALLY TO BE AWARE OF ANY SUCH MODIFICATIONS. MY CONTINUED USE OF PNZ TECHNOLOGY CONSTITUTES ACCEPTANCE OF ANY CHANGES AND REVISIONS TO THIS AGREEMENT.

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