Iternal Technologies, Inc. 

Promotional Credit Terms and Conditions

Last Updated: October 18, 2021

These Iternal Promotional Credit Terms and Conditions (these “Terms”) are an agreement between your Company (the “Recipient Company”) and Iternal Technologies, Inc (“Iternal”) and govern your use and redemption of any Iternal promotional credit (“Promotional Credit”). You must have a valid Iternal account to redeem a Promotional Credit. Capitalized terms used but not defined in these Terms will have the meanings set forth in the Master License and Service Agreement (or equivalent agreement & end user license agreement governing the terms of software use (“EULA”)) governing your use of the Services (the “Agreement”). 

By redeeming, accepting, or using a Promotional Credit, you agree to be bound by these Terms on behalf of the Recipient Company or those who use a Promotional Credit under your account. 

Signup Bonus. Subject to compliance with the Terms and with a valid Signup Bonus Certificate, Recipient Company is hereby awarded Seven Million Promotional Credits (the “Signup Bonus”) for use only within the Iternal software ecosystem.

Signup Bonus Award Eligibility. A Recipient Company shall be eligible to receive and utilize the Signup Bonus only if:

1. 1. Prior to the date hereof, the Recipient Company and its Affiliates do not have and have never had an existing contractual agreement with Iternal.
   2. Concurrently, the Recipient Company has entered into the Agreement; 
   3. The Recipient Company makes a purchase in a single Order Form of at least $25,000 USD (this is typically a use case pilot to validate the technology and ROI); and
   4. The Recipient Company has not previously claimed a Signup Bonus Award;

Use of Promotional Credits. Promotional Credit will be applied only to offset eligible fees and charges incurred during or following the billing cycle in which you apply the applicable Promotional Credit code to your Iternal account.  Promotional Credit will be applied only to the specific Services designated by Iternal (collectively, “Eligible Services”). Promotional Credit will not be applied to any fees or charges for Language Translation Services, Ineligible Iternal Support, Iternal Professional Services, Iternal Training, Iternal Certification, or any other Services as may be designated by Iternal, or any upfront fee for any Services such as Bulk Purchase Discount Plans (collectively, “Ineligible Services”). For purposes of this Section 3, “Ineligible Iternal Support” means Iternal Support that is at the Enterprise Support level.

1. 1. Unless authorized by us, Promotional Credit may not be used in conjunction with any other promotional or incentive offer from Iternal.
   2. Promotional Credit cannot be applied against any sales, use, gross receipts, or similar transaction based taxes that may be applicable to Recipient Company.

Iternal Credit Balance and Redemption. 

1. 1. To view your Iternal Credit Balance, visit the Credit Management System within your Account on [your-sub-domain].iternal.ai. 
   2. Promotional Credit will not be applied to your Iternal account until you redeem your Promotional Credit code through your designated LASER Team representative. Each Promotional Credit code can only be redeemed once and only on one Iternal account. Your Iternal account will be billed for all fees and charges for use of any Eligible Services in excess of the amount of available Promotional Credit.
   3. Promotional Credits may only be redeemed toward the purchase of Eligible Services provided by Iternal on [your-sub-domain].iternal.ai.
   4. Eligible Services are subject to change in our sole discretion. 

Limitations.

1. 1. You may not sell, license, rent, or otherwise transfer Promotional Credit. Promotional Credit may be applied only to your own Iternal account. Promotional Credit has no intrinsic value, is not redeemable for cash, has no cash value, is nonrefundable, and serves merely as a means to provide an incentive to use our Services. Promotional Credit may not be purchased for cash, and we do not sell Promotional Credit.
   2. Promotional Credit is void in the event of fraud, misuse, or violation of any terms of the Agreement, these Terms, or the terms of the agreement, promotion, or program pursuant to which you received the Promotional Credit. Promotional Credit is void if sold for cash or other consideration.  Any Promotional Credit applied to Iternal accounts that are determined by Iternal to have been created solely for the purpose of obtaining Promotional Credit is void. In addition to any other legal relief available to us, you will reimburse us for the amount of any Promotional Credit you use in violation of these Terms.
   3. The list of prohibited activities above is not intended to be a complete or exhaustive list of all prohibited activities. Engaging in any activity that, in our sole discretion, disrupts, or is harmful to our customers, reputation, goodwill, business, or operations is prohibited. 

General Terms.

1. 1. ​​By accepting Promotional Credit, you represent and warrant that your receipt and use of Promotional Credit is not prohibited or inconsistent with any applicable laws, regulations, or binding orders (including applicable ethics or procurement rules) and will not create a conflict of interest for Iternal.
   2. If you are a government entity or other entity that is subject to special rules governing your receipt of Promotional Credit, you may not use or receive Promotional Credit directly from Iternal unless agreed by us in writing.
   3. These Terms will be governed by the Agreement . No fees apply to Promotional Credit.
   4. You may not issue any press release or make any other public disclosure regarding Promotional Credit without our prior written consent. In addition, you agree not to misrepresent or embellish the relationship between us and you. For example, you agree not to imply that we support, sponsor, or endorse you unless you have our prior written permission to do so.
   5. We may modify these Terms at any time by posting a revised version on the Iternal website or by sending you an email using the email address for which the Recipient Company was contacted regarding the Promotional Credit award. The modified Terms will become effective upon posting or, if we notify you by email, as stated in the email message. By receiving or using Promotional Credit after the effective date of any modification to these Terms, you agree to be bound by the modified Terms. We last modified these Terms on the date listed at the top of this page.

Iternal Credit Balance Expiration. 

1. 1. Promotional Credit is valid for a limited time only and cannot be redeemed after the expiration date indicated when you receive the applicable Promotional Credit code (or such other date designated by us or in these Terms). 
   2. Unused Promotional Credits will expire and be removed from your available balance 1 year after the date they are claimed.
   3. No Recipient Company may redeem or apply any Promotional Credit to any balance owed to Iternal after the expiration of the terms of the Agreement. 
   4. Failure to redeem Promotional Credit before its expiration date will result in its forfeiture. We reserve the right to cancel Promotional Credit at any time. No refunds will be granted for any expired or cancelled Promotional Credit.
   5. Unredeemed Promotional Credits expire one year from the earlier of the date you receive the Promotional Credit code or when we deposit the Promotional Credit in your Iternal account. Iternal is permitted to use your name and likeness in furtherance of Iternal’s Promotional Credit program and to identify you as a Promotional Credit recipient and Iternal customer.