Terms of Service

1. Things You Should Know

1.1 These Terms Form a Binding Contract

Unless the parties have mutually executed a different agreement covering your use of the Platform, these Terms form a binding contract between Customer and Parasail. “We,” “our,” and “us” refers to Parasail, Inc., while “Customer” or “you” refers to you (or, as applicable, to the company or entity that you represent). The “Effective Date” of these Terms is the date that you first use our website or access any part of our Platform. If you access or use the Platform in your capacity as an employee, consultant or agent of a company or other entity, you represent that you are an employee, consultant or agent of that company or entity, and that you have the authority to bind that company or entity to these Terms.

1.2 These Terms Contain an Arbitration Provision

These Terms contain an arbitration provision (see Section 12, below). Please review the arbitration provision carefully, since it affects your rights. By using the Platform or any part of it, you understand and agree to be bound by the arbitration provision.

1.3 There are Three Ways to Use the Platform

There are currently three ways to use the Platform: “serverless”, “dedicated”, and “batch” (each, a “Service”). We provide details about each Service in Section 3 below. We may modify Services or add new Services from time to time.

1.4 Making Your Purchasing Decisions

We may share information about our future product plans with you, because we want to get product feedback from you early and often. Our public statements about those product plans are only an expression of intent – please do not rely on them when making a purchase. If you decide to use our Platform, that decision should be based on the services, functionality and features we have available today, and not on the delivery of any services, functionality or features that may be available in the future.

1.5 Beta Products

Occasionally, we may beta test new features or functionality. These may be identified as “beta,” “pre-release,” or “early access,” or words or phrases with similar meanings (each, a “Beta Product”). Beta Products may not be ready for prime time, so we make them available “as is,” without warranty of any kind, express or implied. Should you encounter any faults with our Beta Products, we would love to hear about them; our primary reason for running beta programs is to iron out issues before making a new feature or function widely available.

1.6 We Want Your Feedback

The more suggestions our customers make, the better the Platform becomes. If you send us any feedback or suggestions regarding the Platform (whether via feedback.parasail.io, or any other way), there is a chance we will use them, so you grant us (on behalf of you, and the entity you represent) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose, without any obligation or compensation to you or your personnel.

1.7 We Can Modify These Terms

We reserve the right to change or modify these Terms, or any of our other policies or guidelines, at any time upon notice to you. We may provide that notice in a variety of ways, including, among other things, sending you an email, posting a notice on the Platform or Service itself, or by posting the revised Terms on our website and revising the date at the top of these Terms. Any changes or modifications will be effective after we provide notice that these Terms have been modified. You acknowledge that your continued use of the Platform following such notice constitutes your acceptance of the modified Terms.

1.8 We Can Also Modify the Platform

We reserve the right — at any time, and without notice or liability to you — to modify the Platform, or any part of it, temporarily or permanently. We may modify the Platform for a variety of reasons, including, among other things, adding new features or Services, implementing new protocols, maintaining compatibility with emerging standards, or complying with regulatory requirements.

2. Accessing and Using the Platform

2.1 Access Grant

Subject to your continued compliance with these Terms (including, among other things, paying the fees you owe us), Parasail grants you a limited, non-transferable, non-exclusive, revocable right and license to access and use the Platform, solely for your own internal business purposes.

2.2 Restrictions

Except as expressly authorized by these Terms, you may not: (a) modify, disclose, alter, translate or create derivative works of the Platform; (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Platform (or any part of it); (c) offer any part of the Platform on a timeshare or service bureau basis; (d) allow or permit any third party to access or use the Platform; (e) use the Platform to store or transmit any viruses, software routines, or other code designed to permit anyone to access in an unauthorized manner, disable, erase or otherwise harm software, hardware, or data, or to perform any other harmful actions; (f) use the Platform to build a competitive product or service, or to copy any features or functions of the Platform (including, without limitation, the look-and-feel of the Platform); (g) interfere with or disrupt the integrity or performance of the Platform; (h) publicly disclose to any third party any performance information or analysis relating to the Platform; (i) remove, alter or obscure any proprietary notices in or on the Platform, including copyright notices; (j) use the Platform or any product thereof for any illegal or unauthorized purpose, or in a manner which violates any laws or regulations in your jurisdiction; (k) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms that make up the Platform or any software, documentation, or data relating to the Platform, except to the limited extent that applicable law prohibits such a restriction; (l) use any robot, spider, scraper, off-line reader, data mining tool, or any other automated means to access the Platform in a manner than sends more request messages to the servers running the Platform than a human can reasonably produce in the same period of time by using a conventional online web browser; (m) use any content available on or via the Platform (including any caption information, keywords, or other metadata) for any machine learning and/or artificial intelligence training or development purposes, or for any technologies designed or intended for the identification of natural persons; (n) buy, sell, or transfer API keys without our prior written consent in each case; (o) take any action that imposes, or may impose (as determined by us, in our sole discretion), an unreasonable or disproportionately large load on our infrastructure; or (p) cause or permit any third party to do any of the foregoing.

2.3 Definitions.

Here are some other definitions that we use when describing the Platform: (a) “Content” means, collectively, Customer Input and Output; (b) “Customer Input” means any data, images, code, or other content (including, without limitation, text, graphics, audio files, video files, or computer software) that you either: (i) publish, upload to, or use in conjunction with the Platform; (ii) make available in conjunction with the Platform, or (iii) allow the Platform to access; (c) “Model” means a pre-trained machine learning model, including algorithms and weights, which can be run to make predictions or queried to produce Output; and (d) “Output” means content and/or data generated by the Platform, and/or one or more Model(s), in response to a Customer query.

2.4 You Are Responsible for Your Content

You acknowledge and agree that you are entirely responsible for your Content, and for any harm or liability resulting from or arising out of that Content. Your responsibility applies whether or not you were the original creator or owner of the Content.

By making Customer Input available to the Platform, you represent and warrant that: (a) the Customer Input does not and will not infringe, violate or misappropriate the intellectual property rights of any third party; (b) you have obtained all rights and permissions necessary to provide us with access to the Customer Input, and to use the Customer Input in the manner in which you have used it; (c) Parasail’s use of the Customer Input for the purpose of providing the Platform does not and will not (i) violate any applicable laws or regulations, or (ii) infringe, violate, or misappropriate the intellectual property rights of any third party; (d) you have fully complied with any third-party licenses relating to the Customer Input; (e) the Customer Input does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive code; and (f) the Customer Input does not and will not include any: (i) “personal health information,” as defined under the Health Insurance Portability and Accountability Act, unless you have entered into a separate agreement with us relating to the processing of such data; (ii) government issued identification numbers, including Social Security numbers, drivers’ license numbers or other state-issued identification numbers; (iii) financial account information, including bank account numbers; (iv) payment card data, including credit card or debit card numbers; (v) personal information of children under 13 or the applicable age of digital consent; or (vi) any other sensitive personal data (including, without limitation, “sensitive data” as defined under Directive 95/46/EC of the European Parliament (the “EU Directive”) and any national laws adopted pursuant to the EU Directive, about residents of Switzerland and any member country of the European Union, including racial or ethnic origin, political opinions, religious beliefs, trade union membership, physical or mental health or condition, sexual life, or the commission or alleged commission any crime or offense).

2.5 You Grant Us a License to Use Your Content to Provide the Platform to You

By making Customer Input available to the Platform, you grant Parasail a worldwide, royalty-free, and non-exclusive license to reproduce, view, store, and use the Customer Input for sole the purpose of providing the Platform and its related Services to you (including, without limitation, to generate Output). Per Section 2.7 below, we will not use your Customer Input to train our own models or to improve the Platform.

By generating Output, you grant Parasail a worldwide, royalty-free, and non-exclusive license to reproduce, view, store, and use the Output for the sole purpose of providing the Platform and related Services to you. Per Section 2.7 below, we will not use your Output to train our own models or to improve the Platform.

2.6 If You Connect to the Platform via a Third-Party Service

By connecting to the Platform via any third-party service, you grant us permission to access and use your information from that service, as permitted by that service, and to store your login credentials and/or access tokens for that service.

2.7 We Won’t Use Your Content to Train Models, or to Improve the Platform

We mean it. We will not use your Content to train our own models or to improve the Platform.

2.8 We Don’t Own the Models – We Just Host Them

We don’t own or control the Models that we make available to you as part of the Platform. You get to choose which Models you want to use as part of the Platform – we don’t make that choice for you. Before using a particular Model (particularly proprietary Models, as opposed to open-source Models), we or the owner of that Model might require you to agree to an additional set of terms and conditions (each, a “Model EULA”). You acknowledge that by using a Model that contains a Model EULA, you agree to abide by the terms of the Model EULA. You further acknowledge that, since we don’t own or control the Models, we are not and will not be liable for any issues that may arise as the result of your use of (or inability to use) any Models. If you have an issue with a Model, you should reach out to the entity that developed and/or released the Model.

2.9 Third Party Vendors

You understand that we work with third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to provide the Platform. We do not control the acts or omissions of those third-party vendors or hosting partners. With that in mind, you agree that, except to the limited extent required by law, we are not and will not be liable or responsible for the acts or omissions of any third-party vendors or hosting partners we engage to help make the Platform available to you.

2.10 Registration

You will be required to provide accurate, current and complete information about you as part of the registration process that enables you to access the Platform (“Registration Data”). As part of the registration process, you acknowledge and agree that we may require you and/or your end users to authenticate yourselves via a central authentication system, or via a single sign on system, in order to access the Platform. You agree: (a) to maintain the security of your password(s) that you use to access the Platform; (b) to maintain and promptly update your Registration Data (as well as any other information you provide to us) and to keep it accurate, current and complete; (c) to accept all risks of unauthorized access to your Registration Data, and any other information you provide to us, via your account(s) or password(s); (d) that you are responsible for maintaining the security of your account and safeguarding your password(s); and (e) that you will be fully responsible for any activities or transactions that take place using your account(s) or password(s).

2.11 You Will Need Your Own Equipment

You understand that you will be solely responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Platform, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You will be solely responsible for maintaining the security of the Equipment, your accounts, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your accounts, or the Equipment, that may occur, with or without your knowledge or consent.

3. Service Descriptions

3.1 Serverless.

Description: The “serverless” Service is our multitenant option, in which you can access a large pool of different Models via a Parasail API. We will provide you with a code (which you can upload into your own user interface, if you wish), and an API key. Take good care of them - you agree to be fully responsible for any activities or transactions that take place using your code or API key.

Pricing: Pricing for the “serverless” Service is token-based (both input and output tokens), and the amount you owe will change depending on which Model(s) you choose to use.

SLOs: We do not offer service level commitments of any kind for the “serverless” Service.

Data Retention: We will not inspect your Content without your permission, and will only retain your Content for as long as is necessary to provide the Service to you (i.e., for the time it takes to generate Output and deliver that Output to you). You understand and agree that we may, from time to time, inspect prompt and usage metadata associated with your use of the Service (e.g., flags, parameters, and prompt/output sizes), provided that: (a) such inspection will only be for the purpose of providing the Service to you, or related support; and (b) the prompt and usage metadata will be masked.

3.2 Dedicated.

Description: The “dedicated” Service is our single-tenant option, in which we reserve specific hardware for you. You choose which Model(s) get installed on your dedicated server, and only you are permitted to access that server. We reserve the right to swap out equipment as we deem appropriate from time to time, without notice or liability to you. We may also swap out the provider of the hardware. If we swap out equipment or providers, we will work to minimize any latency or downtime you experience, and to provide you with similar levels of performance. If, for compliance purposes or other reasons, you wish to require us to work within a particular provider’s cloud, you need to let us know that; you acknowledge that there may be an additional fee associated with this election.

Pricing: Pricing for the “dedicated” Service is on a GPU hours basis.

SLOs: We do offer certain service level objectives for the “dedicated” Service, as more fully set forth here. You acknowledge that the service level objectives are aspirational, and not a guarantee of uptime, response times, or performance.

Data Retention: We will not inspect your Content without your permission, and will only retain your Content for as long as is necessary to provide the Service to you (i.e., for the time it takes to generate Output and deliver that Output to you). You understand and agree that we may, from time to time, inspect prompt and usage metadata associated with your use of the Service (e.g., flags, parameters, and prompt/output sizes), provided that: (a) such inspection will only be for the purpose of providing the Service to you, or related support; and (b) the prompt and usage metadata will be masked.

3.3 Batch.

Description: The “batch” Service is a way for you to upload large amounts of Customer Inputs, and then query one or more Models against that data. The Platform will help you index and query that data. You will receive the results of the query as Output, which you can then store on your own servers. In the “batch” Service, rather than using a multitenant or single-tenant model, your data will be stored directly on Parasail’s servers. The query process will not be run in real-time, which means that it may take some time (depending on the amount of Customer Inputs, and the Model(s) you choose to use) to receive the results of your queries.

Pricing: Pricing for the “batch” Service is token-based (both input and output tokens, discounted to reflect the fact that your queries will not be processed in real time), and the amount you owe will change depending on which Model(s) you choose to use.

SLOs: We do not offer service level commitments of any kind for the “batch” Service. We will run your queries behind the scenes, and Output will be provided to you as it becomes available.

Data Retention: due to the nature of the “batch” Service, we will need to store any Customer Inputs you send us. As a result, to the extent you use the “batch” Service, you hereby grant us a non-exclusive, worldwide, limited license to the Customer Inputs for the purpose of providing the Service to you. As general rule, we will store your Customer Inputs for 30 days, though the specific timeframe may vary. We will also store your Output – the answers to your queries – on our servers, and, to the extent you use the “batch” Service, you hereby you grant us a non-exclusive, worldwide, limited license to the Output for the purpose of providing the Service to you. To be clear, the foregoing license to Output is only to enable us to store the Output for the purpose of providing the Service to you – we won’t access or use the Output for any other purpose. As general rule, we store your Output for 30 days, though specific timeframes may vary.

4. Privacy Policy

Please review our Privacy Policy at https://parasail.io/legal/privacy-policy for more information on how we collect and use data relating to the use and performance of our Platform. By using the Platform, you consent to our collection, use, and disclosure of information as set forth in our Privacy Policy, as we may update that Policy from time to time.

5. Payment Obligations

5.1 Payment Terms

Fees due for your use of the Platform are payable monthly in arrears, unless otherwise agreed between the parties in writing. You will need to provide us with your credit card details in order to access and use the Platform. You agree that we can automatically charge your credit card for all amounts owed each month. By providing us (or our designated payment platform processing provider) with your credit card information, you agree: (a) that you have the right to provide that information to us; (b) that we are authorized to charge that card for all fees due to us hereunder, and that no additional notice or consent is required; and (c) that you will keep your credit card information up to date. If we agree to invoice you, full payment must be received within thirty (30) days of the invoice date. Payment obligations are non-cancelable and, except as expressly stated in these Terms, fees paid are non-refundable. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You will be responsible for paying all Taxes associated with your purchases, except for those taxes based on our net income. Should any payment for the Platform be subject to withholding tax by any government, you will reimburse us for such withholding tax. You agree to make all payments in U.S. Dollars, unless the Order Form indicates otherwise.

5.2 Interest on Late Payments

Interest on any late payments will accrue at the rate of 1.5% per month, or the highest rate permitted by law, whichever is lower, from the date the amount is due until the date the amount is paid in full. If you are late in paying us, you also agree that, in addition to our rights to suspend your access to the Platform, terminate your account(s), and/or pursue any other rights or remedies available to us at law or in equity, you are responsible to reimburse us for any costs that we incur while attempting to collect such late payments.

6. Ownership and Proprietary Rights

6.1 The Things You Own, and the Things We Own

As between us, you own all of your Content, and all related intellectual property rights.

We own and will continue to own the Platform, including all related intellectual property rights. We may make software components or APIs available as part of the Platform; to the extent we do so, we grant you a non-sublicensable, non-transferable, non-exclusive, limited license to use the object code version of these components, solely as necessary to use the Platform in accordance with these Terms. All of our rights not expressly granted by this license are hereby retained.

6.2 Usage Data

You acknowledge and agree that we may gather and utilize aggregated information concerning your use of the Platform for the purpose of monitoring and improving the Platform generally, provided that (a) such information does not include your Content; and (b) such information does not identify you, your customers, or your users.

6.3 Aggregated or Anonymized Data

You acknowledge that we have the right to collect, use and share data that has been aggregated or anonymized (so that it does not directly or indirectly identify you, your customers, or your users) for the purpose of developing new services and features, as well as promoting our products and services through, for example, publishing analyses of general patterns and trends.

7. Term and Termination

7.1 Term

These Terms will apply to you beginning on the Effective Date, and will continue for as long as you are accessing or using the Platform.

7.2 Suspension

We, in our sole discretion, have the right to suspend your ability to use and/or access the Platform, without liability, under the following circumstances: (a) for scheduled or emergency maintenance to the Platform; (b) if we believe that you are using the Platform in violation of these Terms or applicable law; (c) if we believe that your use of the Platform poses a security risk to us or to any third party; (d) if required by law enforcement or government agency, or otherwise in order to comply with applicable law or regulation; or (e) if you fail to fulfill your payment obligations.

7.3 Termination for Cause

Either party may terminate these Terms upon notice to the other party if the other party breaches any of these Terms and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Customer is responsible for the acts and omissions of its users, including for any breaches of these Terms by its users. We may terminate these Terms immediately upon notice to you if we reasonably believe that you are in breach of any of these Terms relating to our intellectual property or our Confidential Information (defined below).

7.4 Effect of Termination

In no event will any termination relieve Customer of the obligation to pay any fees payable to us for any use of the Platform prior to the effective date of termination. When these Terms terminate or expire, you will no longer have the right to access or use the Platform.

7.5 Survival

Sections 2.2, 2.4, 2.8, 4, 5, 6, 7.4, 7.5, and 8 through 13 will survive the termination or expiration of these Terms for any reason.

8. Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES, THE PLATFORM AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES OR THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. FOR THE SAKE OF CLARITY, WE DO NOT WARRANT AS TO THE QUALITY, USABILITY, OR ACCURACY OF ANY OUTPUT.

DUE TO THE NATURE OF MACHINE LEARNING, OUTPUT MAY NOT BE UNIQUE ACROSS USERS AND THE SERVICES AND THE PLATFORM MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR OTHER USERS. USE OF THE SERVICES AND THE PLATFORM MAY RESULT IN INCORRECT OUTPUT THAT DOES NOT REFLECT REALITY. YOU MUST EVALUATE THE ACCURACY OF ANY OUTPUT AS APPRIOPRIATE FOR YOUR USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT. YOU UNDERSTAND AND AGREE THAT OUTPUT MAY CONTAIN “HALLUCINATIONS” AND MAY BE INACCURATE, OBJECTIONABLE, INAPPROPRIATE, OR OTHERWISE UNSUITED TO YOUR PURPOSE, AND YOU AGREE THAT PARASAIL WILL NOT BE LIABLE FOR ANY DAMAGES YOU OR ANY THIRD PARTY ARE ALLEGED TO INCUR AS A RESULT OF OR RELATING TO ANY OUTPUT OR OTHER CONTENT GENERATED BY OR ACCESSED ON OR THROUGH OUR SERVICES OR THE PLATFORM.

9. Indemnity

You agree, at your sole expense, to indemnify and hold Parasail (and its directors, officers, employees, consultants, partners, customers, and agents) harmless from and against any and all actual or threatened suits, actions, proceedings (whether at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs, penalties, interest and disbursements) arising out of or relating to (a) your Content; (b) your use of the Platform; (c) your failure to pay any Taxes that you owe; (d) any allegation that our use of your Content infringes upon the intellectual property rights of a third party; (e) your failure to comply with applicable law or regulation; and (f) any other actual or alleged breach of any of your obligations under these Terms.

10. Limitation of Liability

IN NO EVENT WILL PARASAIL’S TOTAL, AGGREGATE LIABILITY TO YOU OR TO ANY THIRD PARTY ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF (OR INABILITY TO USE) ANY PART OF THE PLATFORM EXCEED THE GREATER OF (I) THE TOTAL AMOUNT YOU ACTUALLY PAID TO US IN FEES FOR THE PLATFORM DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE ACCRUAL OF THE FIRST CLAIM; OR (II) FIVE HUNDRED DOLLARS ($500). MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.

IN NO EVENT WILL PARASAIL BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, INTERRUPTION OF BUSINESS, LOSS OF DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF, OR IN CONNECTION WITH, THESE TERMS OR YOUR USE OF (OR INABILITY TO USE) ANY PART OF THE PLATFORM, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF PARASAIL HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under these Terms between the parties, and the parties have relied on these limitations in determining whether to enter into these Terms and the pricing for the Platform. This “Limitation of Liability” section will be given full effect even if any remedy specified in these Terms is deemed to have failed of its essential purpose.

11. Confidentiality

For the purposes of these Terms, “Confidential Information” means any non-public business or technical information that either party discloses to the other, whether in writing, orally, or by any other means. As between the parties: (a) your Content is your Confidential Information; and (b) the Platform, the API, and any other Parasail products and services are Parasail Confidential Information. Each party will not use the other’s Confidential Information except as expressly permitted in these Terms. Each party agrees to maintain in confidence and protect the other party’s Confidential Information using at least the same degree of care as it uses for its own information of a similar nature, but in all events at least a reasonable degree of care. Each party agrees to take all reasonable precautions to prevent any unauthorized disclosure of the other’s Confidential Information, including, without limitation, disclosing Confidential Information only to its employees, independent contractors, consultants, and legal and financial advisors (collectively, “Representatives”): (i) with a need to know such information, (ii) who are parties to appropriate agreements sufficient to comply with this Section 11, and (iii) who are informed of the nondisclosure obligations imposed by this Section 11. Each party will be responsible for the acts and omissions of its Representatives pursuant to this Section. Nothing in this Section will restrict either party from disclosing Confidential Information of the other pursuant to the valid order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make the disclosure gives reasonable notice to the other party to enable it to contest the order or requirement. The obligations and restrictions in this Section will not apply to any Confidential Information that the recipient can prove: (w) was or becomes publicly known through no fault of the recipient; (x) was rightfully known or becomes rightfully known to the recipient without restriction from a source who has a right to disclose it; (y) was approved by the discloser for disclosure without restriction in a signed writing; or (z) the recipient independently develops without access to or use of the other party’s Confidential Information.

12. Dispute Resolution and Arbitration

Please read this Section 12 carefully. It requires you to arbitrate disputes with us, and limits the manner in which you can seek relief from us.

All disputes arising out of or in connection with these Terms, including without limitation your access or use of the Platform, will be referred to and finally resolved by arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Each party will cover its own fees and costs associated with the arbitration proceedings; however, if the arbitrator finds that you cannot afford to pay the fees and costs reasonably associated with the arbitration proceedings, Parasail will pay them for you. The place of arbitration will be San Francisco, California. You may choose to have the arbitration conducted by telephone, based on written submissions. The language of the arbitration will be English. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, Parasail may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that these Terms are specifically enforceable by Parasail through injunctive relief and other equitable remedies without proof of monetary damages.

WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THE PLATFORM: (A) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO LITIGATE CLAIMS IN A COURT; (B) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (C) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.

13. General Provisions

13.1 Publicity

You grant us the right to use your company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to any standard trademark usage guidelines that you provide to us from time-to-time.

13.2 Force Majeure

Except for payments due under these Terms, neither party will be responsible for any delay or failure to perform that is attributable in whole or in part to any cause beyond its reasonable control, including, without limitation, acts of God (fire, storm, floods, earthquakes, etc.); civil disturbances; pandemic; disruption of telecommunications, power or other essential services; interruption or termination of service by any service providers used by Parasail to host or provide portions of the Platform or to link its servers to the Internet; labor disturbances; vandalism; cable cut; computer viruses or other similar occurrences; or any malicious or unlawful acts of any third party.

13.3 Relationship of the Parties; No Third Party Beneficiaries

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to these Terms.

13.4 Notices

Except as otherwise set forth herein, all notices under these Terms will be by email, although we may instead choose to provide notice to you through the Platform. Notices to Parasail must be sent to legal@parasail.io, with a copy to Parasail, Inc., 4 West 4th Avenue, San Mateo, CA 94402, Attn: CEO. Notices will be deemed to have been duly given (a) the day after they are sent, in the case of notices through email; and (b) the same day, in the case of notices sent through the Platform.

13.5 Trademarks

You acknowledge and agree that any Parasail names, trademarks, service marks, logos, trade dress, or other branding included on our website or as part of the Platform (collectively, the “Marks”) are owned by Parasail and may not be copied, imitated, or used (in whole or in part) without Parasail’s prior written consent. All other trademarks, names, or logos referenced on our website or the Platform (collectively, “Third-Party Trademarks”) are the property of their respective owners, and the use of such Third-Party Trademarks inure to the benefit of their respective owners. The use of such Third-Party Trademarks is intended to denote interoperability, and does not constitute an affiliation by Parasail or its licensors with any company or an endorsement or approval by that company of Parasail, its licensors, or their respective products or services.

13.6 Waiver

No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

13.7 Severability

These Terms will be enforced to the fullest extent permitted under applicable law. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in effect.

13.8 Assignment

You may not assign these Terms, in whole or in part, by operation of law or otherwise, without the prior written consent of Parasail, and any attempted transfer, assignment or delegation without such consent will be void and of no effect. Parasail may freely transfer, assign or delegate these Terms, or its rights and duties under these Terms, without notice to you. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns.

13.9 Governing Law and Venue

These Terms, and any disputes arising out of or related hereto, will be governed exclusively by the laws of the State of California, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act (which are both hereby expressly disclaimed). To the extent that the arbitration requirements in Section 12 do not apply for any reason, the courts located in San Francisco, CA will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to these Terms or its formation, interpretation or enforcement, and each party hereby consents and submits to the exclusive jurisdiction of such courts.

13.10 Compliance with Laws

You acknowledge that you are responsible for complying with all applicable laws and regulations associated with your access and use of the Platform.

13.11 DMCA Copyright Infringement Notices

We have implemented the procedures described in the Digital Millenium Copyright Act of 1988 (“DMCA”), 17 U.S.C. §512, regarding the reporting of alleged copyright infringement and the removal of or disabling access to the infringing material. If you have a good faith belief that copyrighted material on the Platform is being used in a way that infringes the copyright over which you are authorized to act, you may make a “Notice of Infringing Material”. Before service a Notice of Infringing Material, you may wish to contact a lawyer to better understand your rights and obligations under the DMCA and other applicable laws. For example, if your Notice of Infringing Material fails to comply with all requirements of sections 512(c)(3), your Notice of Infringing Material may not be effective. Notices must be sent to:

DMCA Agent: Takedowns

Parasail, Inc.

Address: 4 West 4th Avenue, San Mateo, CA 94402

Email: legal@parasail.io

13.12 Entire Agreement

These Terms, together with any policies incorporated into these Terms by reference, constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter (including, without limitation, prior superseded versions of these Terms). Any terms or conditions that you send to Parasail that are inconsistent with or in addition to these Terms are hereby rejected by Parasail, and will be deemed void and of no effect. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation will be incorporated into or form any part of these Terms, and all such terms or conditions will be null and void. Except as expressly set forth in these Terms, the exercise by either party of its remedies will be without prejudice to its other remedies, whether under these Terms or otherwise.