Penumbra Platform Terms of Service

1. Definitions

• “Penumbra,” “we,” “us,” or “our” means Arrowhead Advisory Group LLC, operating the Penumbra brand.
• "Platform" means the Penumbra payment orchestration software-as-a-service, including the console at dashboard.penumbrahq.com, the API endpoints we publish to you, and any related services we provide.
• "Merchant," "you," or "your" means the business entity that has entered into a Merchant Service Agreement with us and uses the Platform.
• "End-Customer" means a natural person or business entity that makes a payment to you through the Platform.
• "PSP" or "Payment Service Provider" means a third-party payment processor integrated with the Platform.
• "MSA" means the executed Merchant Service Agreement between Penumbra and the Merchant.
• "DPA" means the Data Processing Addendum between Penumbra and the Merchant.

2. The Platform

The Platform routes payment transactions to PSPs, provides chargeback defense services, performs analytics, and offers operational tooling for payment-accepting businesses. The Platform does not itself acquire transactions; payment processing is performed by the integrated PSP selected by the routing engine for each transaction.

The specific features available to you depend on your subscription tier and the integrations you have activated. We may add, modify, or remove features from time to time. Material reductions in functionality affecting executed MSAs will be subject to the terms of those MSAs.

3. Eligibility and account responsibility

You may use the Platform only if you are a legally formed business entity in good standing, you have authority to bind the entity, you are not on any government sanctions list, and the products or services you sell are lawful in the jurisdictions in which you transact.

You are responsible for maintaining the security of your account credentials and for all activity that occurs under your account. You will promptly notify us at privacy@penumbrahq.com of any actual or suspected unauthorized access to your account.

4. Acceptable use

You will not, and will not permit any person to:

• Use the Platform to process transactions for products or services that violate applicable law or any PSP's prohibited-merchant policies.
• Use the Platform in any manner that would cause us to violate our obligations to any PSP, regulator, or sponsor bank.
• Misrepresent your business, products, or services to End-Customers, or use the Platform to commit fraud.
• Submit transactions on behalf of any third party or otherwise factor, aggregate, or transmit on behalf of a separate legal entity not party to an MSA with us.
• Access the Platform other than through the documented API, dashboard, and approved integration paths. Scraping, reverse engineering, or unauthorized automation is prohibited.
• Exceed the rate limits applicable to your account or otherwise impair Platform performance for other Merchants.
• Bypass, disable, or interfere with the Platform's security features, fraud controls, or compliance tooling.
• Use the Platform to process transactions in violation of card brand rules (Visa Core Rules, Mastercard Rules, American Express Merchant Operating Guide, Discover Operating Regulations), the Payment Card Industry Data Security Standard, or any other applicable industry rule.

We may suspend or terminate your access to the Platform for violations of this Section 4, consistent with the procedures in your MSA.

5. Fees and billing

Fees for your use of the Platform are set forth in your MSA. Fees may include any combination of monthly subscription fees, per-transaction fees, success-based chargeback defense fees, and other usage-based components.

Billing periods, payment methods, and dispute procedures are governed by your MSA. We may modify our fee structure on prospective notice consistent with your MSA.

For chargeback defense services specifically, the current pricing model is set forth in your MSA. Where the MSA provides for a success-based component, the basis of that component, the calculation methodology, and the payment timing are detailed in the MSA fee schedule.

6. Intellectual property

The Platform, including all software, documentation, designs, trademarks, and other intellectual property, is and remains the property of Penumbra and our licensors. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Platform during the term of your MSA solely to operate your business.

You retain ownership of your business data and your End-Customer data. You grant us a non-exclusive license to use that data to provide the Platform to you, to operate and improve the Platform consistent with our Privacy Policy, and to comply with applicable law.

Penumbra holds fifteen provisional patents covering various aspects of the Platform's architecture and functionality. Nothing in these Terms grants you any license to those patents beyond your right to use the Platform.

7. Confidentiality

Each party will protect the other party's confidential information with the same degree of care it uses to protect its own confidential information of like sensitivity, but not less than a reasonable degree of care. Confidential information includes the terms of the MSA, business plans, financial information, customer lists, technical specifications, and any information marked or reasonably understood to be confidential. Confidential information does not include information that is or becomes publicly known through no fault of the receiving party, was rightfully known by the receiving party before disclosure, or is independently developed without use of the confidential information.

8. Privacy and data processing

Our collection, use, retention, and sharing of information are governed by our Privacy Policy and, where applicable, the Data Processing Addendum between you and us. By using the Platform you acknowledge that you have read and understand the Privacy Policy.

9. Third-party services

The Platform integrates with third-party PSPs, identity verification services, accounting platforms, and other services. Your use of those third-party services is subject to the terms imposed by each provider. We are not responsible for the performance, content, or practices of any third-party service except to the extent that service is acting as our subprocessor under the terms of our Privacy Policy and DPA.

10. Service levels and availability

We will use commercially reasonable efforts to make the Platform available consistent with the service level commitments set forth in your MSA. The Platform may be unavailable from time to time for scheduled maintenance, emergency maintenance, or causes outside our reasonable control. Specific availability targets, credits for missed targets, and exclusions are detailed in your MSA.

11. Disclaimer of warranties

EXCEPT AS EXPRESSLY SET FORTH IN YOUR MSA, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, IN WHICH CASE THIS DISCLAIMER APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

12. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THE PLATFORM OR THESE TERMS. PENUMBRA’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE PLATFORM AND THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO US IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) THE LIMITATIONS SET FORTH IN YOUR MSA. THE FOREGOING LIMITATIONS DO NOT APPLY TO LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS.

13. Indemnification

You will defend, indemnify, and hold harmless Penumbra and our affiliates, officers, directors, and employees from and against any third-party claim arising out of or related to (a) your breach of these Terms or your MSA, (b) your violation of applicable law in connection with your use of the Platform, (c) your products or services sold to End-Customers, or (d) your infringement of any intellectual property right of a third party.

We will defend, indemnify, and hold harmless you from and against any third-party claim that your authorized use of the Platform infringes the intellectual property rights of that third party. Our indemnification obligation is conditioned on prompt notice of the claim, our sole control of the defense and settlement, and your reasonable cooperation.

14. Term and termination

These Terms commence on the date you first access the Platform and continue until terminated as provided in your MSA. Either party may terminate for material breach of these Terms or the MSA, subject to any cure period set forth in the MSA. Upon termination, your right to access the Platform ceases. Sections that by their nature should survive termination (including confidentiality, intellectual property, data retention, disclaimers, limitations of liability, indemnification, and governing law) will survive.

15. Governing law and dispute resolution

These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. The exclusive forum for any dispute arising out of or related to these Terms is the state and federal courts located in Escambia County, Florida, except as the MSA may provide otherwise (for example, by requiring binding arbitration).

16. Modifications to these Terms

We may update these Terms from time to time. The version you accepted at the time of execution of your MSA, as updated in writing by mutual agreement, controls your relationship with us. For Merchants without an executed MSA who are using the Platform on a trial basis, we will provide thirty days' notice of any material change to these Terms before the change takes effect.

17. Miscellaneous

• Entire agreement: these Terms, the Privacy Policy, your MSA, and the DPA constitute the entire agreement between you and us with respect to the Platform.
• Severability: if any provision of these Terms is held unenforceable, the remaining provisions remain in full force.
• No waiver: our failure to enforce a provision is not a waiver of our right to enforce it later.
• Assignment: you may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, sale of substantially all assets, or similar transaction.
• Notices: notices to us must be sent to privacy@penumbrahq.com. Notices to you will be sent to the email address on file for your account.
• Force majeure: neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including but not limited to natural disasters, acts of war or terrorism, government action, labor disputes, and PSP outages.