IMPORTANT – READ CAREFULLY

These Punchcard Services Terms ("Terms") form a legal agreement between you (either an individual or a single legal entity) ("Punchcard Holder") and Stepstone Technologies ("Stepstone"). Payment of a Punchcard fee by Punchcard Holder constitutes agreement to be bound by these Terms.

Scope of Services

Stepstone will provide technical support, custom development, software strategy guidance, graphic design, and other services (collectively “Services”) in support of Stepstone and Atlassian software products, as directed by the Punchcard Holder.

Cost and Payment

Services are purchased in eight-hour time blocks ("Punchcards") for USD 1,500. If no Services have been provided, refunds may be requested up to 30 days from purchase.

Payment must be received in advance of Services. Acceptable forms of payment include: credit card, check, and bank transfer, in USD.

Punchcard Usage and Tracking

Service time is deducted from the Punchcard balance in 15 minute increments for each person-to-person communication (including phone, screen share, or chat sessions) or offline work session (including email communication cycle, coding, graphic design, research, testing, evaluation, content design, or other work performed without Punchcard Holder's direct participation).

Stepstone will maintain a password-secured, Internet-based portal for each Punchcard Holder, and will update the portal weekly with the remaining Punchcard balance.

Travel

No travel is included. All Services will be performed remotely by Stepstone personnel.

Term and Expiration

Each Punchcard is valid for 60 days from date of purchase, with new Punchcard purchases resetting the 60-day period for any unexpired previously purchased Punchcard. Unused Punchcard time cannot be refunded after 60 days from purchase.

Work for Hire

Except for extensions to Zen Foundation (which become part of Zen Foundation, owned by Stepstone) or the Confluence Universal Wiki Converter ("UWC", which become part of the UWC project, licensed by Atlassian), or unless otherwise agreed in writing, the Services will be provided as "work made for hire."

Use of Zen Foundation, Atlassian software products, and the UWC are governed solely by the terms of their respective End-User License Agreements.

No Warranty

Stepstone neither guarantees, warrants, nor makes any representations as to the correctness or completeness of the Services or their suitability to any particular purpose, and no liability, contingent or otherwise is accepted by Stepstone for errors or omissions.

Limitation of Liability

Without limitation, Stepstone will not be liable for any loss, damage, cost, expense, or other claim (including consequential damages and loss of profits) in relation to the Services.

Nondisclosure

"Confidential Information" means any information, technical data, or know-how relating to research, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, marketing, finances, or other area which is designated in writing to be confidential or proprietary, or if given orally, is confirmed within seven (7) days in writing as having been disclosed as confidential or proprietary.

Stepstone and the Punchcard Holder agree not to use Confidential Information received by the other party for any purpose except to provide the Services. Neither party will disclose the Confidential Information of the other party to third parties, or to its employees unless required to provide the Services. Each party agrees that it will take all reasonable steps to protect the secrecy of, and avoid disclosure or use of, Confidential Information of the other party in order to prevent it from falling into the public domain or the possession of unauthorized persons. Each party agrees to notify the other party in writing of any misuse or misappropriation of the other party's Confidential Information which may come to its attention.

Each party agrees that, in addition to any other remedies that may be available, the other party shall be entitled to obtain injunctive relief against the threatened breach of this section or the continuation of any such breach, without the necessity of proving actual damages.

Any Confidential Information, including copies, which have been disclosed by the other party will be returned or destroyed within thirty (30) days after the completion of the Services, or at the written request of the disclosing party.

Governing Law and Exclusions

Applicable Law. These Terms are governed by the laws of Washington State, USA, and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of King County, Washington.

Arbitration. Except in circumstances where a party seeks urgent injunctive relief, before commencing any court proceedings, if any disputes arises under these Terms the parties will negotiate in good faith to resolve the dispute and if the dispute has not been resolved within sixty (60) calendar days by the relevant parties using their best efforts to resolve the dispute, the dispute will be referred to arbitration and determined under the Rules of Arbitration of the International Chamber of Commerce (RAICC) by one or more arbitrators appointed in accordance with the RAICC, with any hearings to be held in Seattle, Washington, United States of America.

Entire Agreement and Severability

These Terms are the entire agreement between the Punchcard Holder and Stepstone relating to the Services and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Services or any other subject matter covered by these Terms. If any provision of these Terms are held to be void, invalid, unenforceable or illegal, the remaining provisions shall continue in full force and effect.