Terms of Service

The below terms and conditions represent a binding services agreement (the "Agreement") between the customer ("Customer") and Parsepoint, Inc. ("Parsepoint") a Texas corporation. Customer's sign up and acceptance of the Agreement is as of the sign up date (the "Effective Date"); provided however, that for click-through online purchases, the date of purchase shall constitute the Effective Date. Any individual purchasing Services on behalf of an organization represents that such individual has the authority to bind the organization to this Agreement. Our Services may not be used by people under the age of 13.

1. Definitions and Interpretation.

"Account" means an account created by or on behalf of Customer within the Services.

"Administrator" means the Users appointed by Customer to have administrative rights to Parsepoint modules, including to add subscriptions, cancel subscriptions, and define the scope of the Parsepoint modules utilized.

"Content" means files, materials, data, text, audio, video, images or other content.

"Documentation" means the written materials describing the functionality, operation, and use of the Services that Parsepoint provides or makes generally available to customers of the Services.

"Parsepoint Platform" means Parsepoint's hosted content services platform that enables the processing and general management of Content in accordance with the purchased Parsepoint subscription. An individual Parsepoint Platform subscription includes the features and functionality under the Parsepoint plan indicated on Customer's purchase plan.

"Parsepoint Cloud" is a service enabling secure file sharing, editing, and collaboration for content stored in private data centers, through a cloud-based repository, and/or through a User's device linked to the Services.

"Services" refers to the services in the plan ordered by the Customer.

"User" means: an individual authorized by Customer to be a User of the Parsepoint platform:

"User" means an individual authorized by Customer who is an employee, consultant, representative, affiliate or individual contractor of Customer. An individual who is a third party but requires User functionality may also be provisioned with a User subscription.

"External User" means an individual other than a User.

2. Availability and Use of the Services

General.

Parsepoint will make the Services available to Customer during the Subscription Term of this Agreement for its business purposes solely through any Account registered to Customer. The Services are not for resale.

Services Configuration.

Customer shall be responsible for configuring the Services per Customer requirements, subject to the functionalities or limitations of such Services.

Access to the Services.

Parsepoint provides its Services in a hosted, cloud-based format. Customer acknowledges that, from time to time, Parsepoint may issue updates to its software (for example, to address security vulnerabilities, upgrade the protocol, improve usability or performance, and upgrade features). In that event, in order for Customer to best utilize the Services, Customer will be automatically upgraded to enhanced versions by Parsepoint.

Beta Services.

Parsepoint may release products and features that are still in testing and evaluation ("Beta Services"). Beta Services are labeled "alpha," "beta," "preview," "early access," or "evaluation" (or with words or phrases with similar meanings) and may not be as reliable as Parsepoint's other services. Beta Services are made available so that Parsepoint can collect user feedback, and by using our Beta Services, the Customer agrees that we may contact the Customer to collect such feedback. Beta Services are confidential until official launch. If Customer uses any Beta Services, Customer agrees not to disclose any information about those Services to anyone else without Parsepoint's express, written consent.

3. Customer's Responsibilities Relating to Use of the Services.

Content.

Customer (i) is responsible for the accuracy and quality of the Content; (ii) will ensure that the Content and the usage thereof by Users complies with this Agreement and applicable laws; (iii) will promptly handle and resolve any notices and claims from a third party claiming that any Content violates such party's rights, including take-down notices pursuant to the U.S. federal Digital Millennium Copyright Act; and (iv) will ensure that any and all necessary permissions are secured to enable Parsepoint to access, copy and/or use Content as necessary to perform the Services including, but not limited to, consent of Users to process Content in general and any personal data in particular (and Customer's acceptance of this Agreement confirms that Users' consent has been secured), along with consent of Users for any communications integral to the Services. Absent a binding legal order, Parsepoint does not access a Customer's Account for the purpose of monitoring Content transmitted through the Parsepoint platform.

Passwords and Accounts.

Without derogating from Parsepoint's confidentiality and security obligations hereunder, Customer is responsible for all activities conducted under its User and Administrator logins, and for safeguarding the confidentiality of the User/Administrator names and passwords. Parsepoint will have no liability to Customer or any third party as a result of any unauthorized disclosure or access to Customer's Account or Content as a result of Customer, Administrator, or User misuse or loss, or the theft of, any login credentials. Customer will provide Parsepoint with prompt written notice regarding any unauthorized use of an Account, Content, or the Services of which Customer becomes aware, and Customer will take all steps necessary to terminate such unauthorized use. In addition, Customer will provide Parsepoint with any cooperation and assistance reasonably requested by Parsepoint related to such unauthorized use.

Use Restrictions.

Customer will comply with, and ensure its Users comply with, this Agreement. In addition, Customer will not: (i) use or allow use of the Services in any manner or for any purpose other than as expressly permitted by this Agreement; (ii) allow multiple individuals to utilize the same User login credentials; (iii) resell, sublicense, lease, or otherwise make the Services available to any third party; (iv) modify, copy, or create derivative works based on the Services; (v) reverse engineer, disassemble, or decompile the Services, or attempt to derive source code from the Services; (vi) remove, obscure, or alter any proprietary right notice related to the Services; (vii) use or allow use of Parsepoint to send unsolicited or unauthorized junk mail, spam, chain letters, or any other form of duplicative or unsolicited messages; (viii) store or transmit Content: (A) containing unlawful, defamatory, threatening, pornographic, abusive, or libelous material, (B) containing any material that encourages conduct that could constitute a criminal offense, or (C) that violates the intellectual property rights or rights to the publicity or privacy of others; (ix) use or allow use of the Services to store or transmit viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents, or programs; (x) interfere with or disrupt use of the Services by other Parsepoint customers or to other servers or networks connected to the Services, or violate the regulations, policies, or procedures of such other networks; (xi) access or attempt to access, through password mining or any other means, Parsepoint's other accounts, computer systems or networks not covered by this Agreement; (xii) access, use, or allow use of the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas; or (xiii) use or allow use of the Services for purposes of product evaluation, benchmarking, or other comparative analysis intended for publication without Parsepoint's prior written consent.

Notices.

Customer acknowledges that Parsepoint may send it and its Users communications or data regarding the Services using electronic means. These may include, but are not limited to: (i) notices about usage of the Services, including notices concerning violations of use, (ii) updates to the Services, (iii) materials regarding Parsepoint's products and services, and (iv) information the law requires Parsepoint to provide. Parsepoint provides Users the opportunity to opt-out of receiving certain of these communications by following the opt-out instructions provided in the message. However, Parsepoint may continue to provide necessary and/or required information by email or via access to a website that Parsepoint identifies. Notices via email will be deemed given and received when the email is sent. Notices to Parsepoint should be sent via email to support@parsepoint.com. Any such notice, in either case, must specifically reference that it is a notice given under this Agreement.

Third-Party Services and Content.

All transactions using the Services are between the transacting parties to this Agreement only. The Services may contain features and functionalities linking or providing Customer with certain functionality and access to third party content, including websites, directories, servers, networks, systems, information and databases, applications, software, programs, products, or services. Access to such third-party content may be facilitated by Parsepoint through its online app store. Customer acknowledges that Parsepoint is not responsible for such third-party content or any other third-party content (including any terms and conditions or activities thereunder), and Parsepoint is neither an agent of any third party nor a direct party in any such transaction; provided, however, that with regard to purchases of third party content made through the Parsepoint app store, Parsepoint may serve in a limited role as a billing agent with regard to particular transactions initiated by Customer.

4. Fees and Payment.

Fees and Fees for Services Upgrade.

Customer will pay fees to Parsepoint as set forth in the applicable services requested by the Customer. Except as otherwise stated in this Agreement, all fees are non-refundable. If Customer upgrades or expands consumption of Services, User access, or additional features and functionality) within a Subscription Term (a "Services Upgrade"), Customer agrees to pay for the Services Upgrade for the remainder of the Subscription Term at the pricing specified for ordering additional Services (and if not specified, at Parsepoint's then-current list pricing).

Price Increases.

Parsepoint reserves the right to increase pricing, provided that any increase in pricing for Services ordered under the applicable online order will take effect at the beginning of the next renewal Subscription Term applicable to Customer. For Agreements with an auto-renewal provision (other than a monthly click-through plan), Parsepoint shall provide Customer with at least 45 days' advance written notice (via email) of such prospective increase in pricing.

Invoicing and Payment Terms.

All fees will be due and payable within 30 days unless otherwise specified or unless Customer is paying automatically via credit card. Customer agrees to keep all information in Customer's billing account current. Payment methods and billing account information may be changed by using the means provided by Parsepoint, including via Parsepoint's website; however, such changes do not affect charges submitted to Customer's billing account prior to the date on which the changes are processed and take effect. In the event Customer disputes any charged or invoiced fees, Customer will provide written notice of the disputed amount within the payment period and timely pay any undisputed portion of such charge or invoice. The parties agree to cooperate in good faith to resolve any disputed charge or invoice (or portion thereof). All amounts payable by Customer under this Agreement will be made without setoff or counterclaim and without any deduction or withholding. At Parsepoint's discretion, past due amounts may accrue a service fee equal to 1.5% per month or the maximum amount allowed by applicable law, whichever is less. This fee shall not be considered interest and is charged as a reasonable estimate of administrative and other expenses incurred by Parsepoint as a result of the late payment. Customer will pay for all reasonable costs incurred by Parsepoint in collecting past due amounts, including reasonable attorneys' fees and other legal fees and costs. In addition to its other rights and remedies, Parsepoint may suspend Customer's access to or cancel the Services if Customer's account remains past due ten days after Parsepoint provides Customer written notice of a past due amount.

Taxes.

Fees are exclusive of Taxes, and Customer shall pay or reimburse Parsepoint for all Taxes arising out of this Agreement. For purposes of this Agreement, "Taxes" means any sales, use, withholding, and other taxes (other than taxes on Parsepoint's income), export and import fees, customs duties, and similar charges applicable to the transactions contemplated by this Agreement that are imposed by any government or other authority. Customer will promptly provide Parsepoint with legally sufficient tax exemption certificates for each taxing jurisdiction in which it claims exemption. Customer will indemnify Parsepoint for any taxes, fees, penalties, or interest incurred by Parsepoint as the result of a defective tax exemption certificate or for any tax exemption certificate challenged by any taxing authority. In the event any government or authority imposes withholding taxes on Parsepoint's fees, Customer shall increase the amount of fees payable to Parsepoint in a manner such that Parsepoint receives the full amount of committed fees pursuant to the applicable pricing.

5. Ownership

Ownership by Customer.

Customer or its licensors own all right, title, and interest in and to the Content.

Ownership by Parsepoint.

Parsepoint or its licensors own all right, title, and interest in and to computer programs, data bases, manuals, files, documents and other records, copyrighted materials, trademarks, tradenames, trade dress, service marks, logos and intellectual property relating to the Services and all software and other items used to provide the Services. No title to or ownership of any proprietary rights related to computer programs, data bases, manuals, files, documents and other records, copyrighted materials, trademarks, tradenames, trade dress, service marks, logos and/or any intellectual property relating to the Services is transferred to Customer pursuant to this Agreement or any transaction contemplated by this Agreement. Parsepoint reserves all rights not explicitly granted to Customer under this Agreement. Parsepoint is free hereby authorized to use any comments, suggestions, recommendations, improvements, and other feedback provided by Customer, an Administrator, or a User with respect to the Services for any purpose, without obligation or compensation to Customer.

6. Warranties, Representations, and Disclaimers.

Mutual Warranties.

Each party represents and warrants to the other that (i) it has the legal power to enter into and perform under this Agreement; and (ii) the execution, delivery, and performance of this Agreement does not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

Parsepoint Warranties and Representations.

Parsepoint warrants that the Services will perform in all material respects in accordance with the Documentation. Parsepoint may modify the Documentation in its sole discretion, provided the functionality of the Services is not materially decreased during the then-current Subscription Term. Any such modifications can be accessed by Customer in the Documentation. In the event the Services are nonconforming, Parsepoint will fix, provide a work around, or otherwise repair or replace the nonconforming Services, or, if Parsepoint is unable to do so, terminate Customer's access to the Services following reasonable notice and return fees for the Services previously paid to Parsepoint for the period beginning with Customer's notice of nonconformity through the remainder of the then-current Subscription Term.

Customer Warranties.

Customer hereby represents and warrants that (i) Customer has all rights in the Content necessary to grant the rights of access, copying, and/or usage needed for Parsepoint to properly perform the Services, and (ii) such access, copying and/or usage does not violate any law or other agreement to which Customer is a party.

Disclaimer of Warranties.

Except as set forth in this Section 6, Parsepoint and its suppliers and licensors make no other representations or warranties of any kind, whether express, implied, statutory or otherwise. Parsepoint expressly disclaims any implied warranty of merchantability or fitness for a particular purpose, and any warranty arising out of any course of performance, course of dealing, or usage of trade. Parsepoint does not warrant that the Services will be uninterrupted or error-free, or that the content will be secure beyond any possible threat.

7. Confidentiality

Confidential Information Defined.

"Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement, the Content, the Services, business and marketing plans, technology and technical information, product designs, pricing, and business processes. Confidential Information of a Disclosing Party includes any information the Disclosing Party has received from others which the Disclosing Party is obligated to treat as confidential or proprietary. Confidential Information will not include any information that, in each case without breach of any obligation owed to Disclosing Party: (i) is or becomes generally known to the public; (ii) was known to Receiving Party prior to its disclosure by Disclosing Party; (iii) was independently developed by Receiving Party; or (iv) is received from a third party who is not subject to an obligation of confidentiality vis-à-vis Disclosing Party.

Obligations Regarding Confidential Information.

Receiving Party will not use or disclose any Confidential Information of Disclosing Party for any purpose outside the scope of this Agreement, except with Disclosing Party's prior written consent. Receiving Party will protect the confidentiality of Disclosing Party's Confidential Information in substantially the same manner that it protects the confidentiality of its own confidential information of like kind (and in no event using less than reasonable care). Receiving Party will promptly notify Disclosing Party if it becomes aware of any actual or reasonably suspected breach of confidentiality of Disclosing Party's Confidential Information.

Compelled Disclosures.

If Receiving Party is compelled by law to disclose Confidential Information of Disclosing Party, Receiving Party will provide Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if Disclosing Party wishes to contest the disclosure. Receiving Party will (i) take reasonable steps to limit any such provision of Confidential Information to the specific Confidential Information required by such court or agency, and (ii) continue to otherwise protect all Confidential Information disclosed in response to such order, subpoena, regulation, or process of law. Except for such required disclosure, the Confidential Information will remain subject to the terms of this Agreement and may only be disclosed as set forth in this Section 7.

Injunctive Relief.

If Receiving Party discloses (or threatens to disclose) any Confidential Information of Disclosing Party in breach of confidentiality protections hereunder, Disclosing Party will have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts (without the need for the posting of a bond or other guarantee), it being acknowledged by the parties that any other available remedies are inadequate.

Return of Confidential Information.

Upon any termination of this Agreement, Receiving Party will continue to maintain the confidentiality of Disclosing Party's Confidential Information and, upon request, return to Disclosing Party or destroy (at Disclosing Party's election) all materials containing such Confidential Information. The aforementioned only pertains to Confidential Information transferred from one party to the other not within the usage of the Service.

8. Indemnification.

Indemnification by Customer.

Customer will defend Parsepoint and Parsepoint affiliates, directors, officers, employees, agents, servicers, and independent contractors (as applicable) (the "Indemnified Parties") against any losses, liabilities, costs, damages (including punitive damages), expenses (including reasonable attorneys' fees), claims (whether or not formally asserted), or demands (the "Claims") made or brought against Parsepoint any Indemnified Parties alleging that the Content, or Customer's use of the Services in breach of this Agreement, infringes the intellectual property rights of that any third party, and will indemnify Parsepoint against any final judgment awarded (including reasonable attorneys' fees and costs) or final settlement made with respect to such Claim which imposes a financial obligation on Parsepoint. Customer further agrees to defend, indemnify, and hold the Indemnified Parties harmless from and against any and all Claims to which any of the Indemnified Parties may be subject or may incur arising out of or in connection with its or their performance of this Agreement or the Services, or any of Customer's obligations, responsibilities, warranties or representations relating to the Services, or Customer's breach of any term of this Agreement, regardless of the nature of any loss. Customer agrees to indemnify the Indemnified Parties against any of the Claims or expenses resulting from or arising out of any claim of any person that Indemnified Party is responsible for the act or omission of Customer or any third party. Customer agrees that Parsepoint and the other Indemnified Parties shall not be responsible for any loss, property damage or bodily injury arising out of or resulting from the failure of any person to provide Customer with access to any of the Services, whether caused by the equipment, software, Parsepoint, Internet service providers, Internet browsers, or parties providing communication services to or from Customer.

9. Limitation of Liability.

Limitation of Liability.

Except for liability for indemnification Claims, property damage, personal injury, or fraud, neither party's aggregate liability arising out of or related to this Agreement (whether in contract or tort or under any other theory of liability) shall exceed the cumulative fees paid or payable by Customer under this Agreement during the twelve months preceding the incident. With respect to an indemnification Claim under Section 8 above, in no event will either party's aggregate liability arising out of or related to this Agreement (whether in contract or tort or under any other theory of liability) exceed two times the total amount paid or payable by Customer under this Agreement during the twelve months preceding the date of the event giving rise to such Claim. The foregoing shall not limit Customer's payment obligations under Section 4 ("Fees and Payment").

Exclusion of Consequential and Related Damages.

Except in the event of i. indemnification Claims, ii. property damage or personal injury, or iii. fraud, in no event shall either party have any liability to the other party for any lost profits or revenues (excluding Customer's duty to pay fees hereunder) or for any indirect, special, incidental, consequential, cover, or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages. The foregoing disclaimer shall not apply to the extent prohibited by applicable law.

10. Term and Termination.

Initial Term and Auto-Renewal.

This Agreement will commence on the Agreement Effective Date and will continue for the period designated per the Customer's sign up ("Subscription Term"). Upon expiration of the initial Subscription Term, Subscription Term will automatically renew for successive twelve-month unless (i) Customer elects to terminate this Agreement by giving Parsepoint at least 30 days' written notice and following the process specified by Parsepoint, in which case the Services will end at the end of the then-current Subscription Term following the stated notice, or (ii) Parsepoint elects to terminate this Agreement by giving Customer at least 30 days' written notice prior to the end of the then-current Subscription Term. Notwithstanding the foregoing, for any Customer with a monthly subscription period, the Agreement shall automatically renew for successive one-month periods unless Customer gives timely notice of non-renewal in accordance with this section. If Customer attempts to terminate the Agreement during a Subscription Term other than for cause, Parsepoint will not provide Customer with a refund for any pre-paid fees; this, without derogating from Parsepoint's rights to bring a claim for all fees that Customer is committed to paying under the Agreement, with all such fees accelerating and becoming due on the date of termination.

Termination for Cause.

A party may terminate this Agreement for cause immediately upon written notice: (i) for a material breach of this Agreement by the other party if the breach remains uncured 30 days after receipt of the initial written notice setting forth the breach in reasonable detail or (ii) if the other party becomes the subject of a bankruptcy, insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding (except to the extent that a party is prohibited by law from terminating under such conditions). Upon any termination for cause by Customer, Parsepoint will refund Customer any prepaid subscription fees for the post-termination period on a pro rata basis.

Post-Termination Obligations.

Within ninety days of any termination of this Agreement, Parsepoint will destroy all copies of Content that remain within Parsepoint's Services infrastructure.

Survival.

Terms that by their nature are intended to extend beyond termination, including, but not limited to, Sections 5 ("Ownership"), 5 ("Disclaimer of Warranties"), 7 ("Confidentiality"), 8 ("Indemnification"), 9 ("Limitation of Liability"), 10 ("Post-Termination Obligations"), and 11 ("General Provisions"), will survive any termination of this Agreement.

11. General Provisions.

Governing Law.

This Agreement will be construed and enforced in all respects in accordance with the laws of the State of Texas.

Government Users.

If Customer is a U.S. government entity, Customer acknowledges that elements of the Services constitute software and documentation and are provided as "Commercial Items" as defined at 48 C.F.R. 2.101, and are being licensed to U.S. government end users as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.

Independent Contractors.

The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties is created hereby. There are no third party beneficiaries to this Agreement. Parsepoint may subcontract portions of the Services.

Waiver.

No failure or delay in exercising any right hereunder will constitute a waiver of such right. Except as otherwise provided, remedies provided in this Agreement are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such 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 will remain in effect.

Assignment.

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all attachments hereto), without consent of the other party, to its successor in interest in connection with a merger, reorganization, or sale of all or substantially all assets or equity not involving a direct competitor of the other party. Any attempted assignment in breach of this section will be void. This Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

Force Majeure.

Neither party will be liable to the other for any delay or failure to perform its obligations under this Agreement (excluding payment obligations) if the delay or failure arises from any cause or causes beyond that party's reasonable control, including, but not limited to, natural disasters, war or acts of terrorism, industry-wide labor disruptions, Internet outages, and governmental decrees.

Public Announcement.

Parsepoint reserves the right to release a press announcement regarding the execution of this Agreement and to include Customer's name on Parsepoint's customer lists and in its marketing materials, including on Parsepoint's websites; provided, however, that Parsepoint will first coordinate any such actions with Customer.

Resolving Disputes.

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the Customer and Parsepoint shall first attempt in good faith to resolve such dispute through informal discussions. Either party may initiate this process by providing written notice of the dispute to the other party via email, and senior representatives of both parties shall meet (in person or virtually) within thirty (60) days of such notice to attempt to resolve the dispute.

If the dispute is not resolved through negotiation within sixty (60) days of the initial notice, and the Customer is located in the United States, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single neutral arbitrator, and the arbitrator's award shall be final and binding on both parties. Judgment upon the award may be entered in any court of competent jurisdiction.

If the dispute is not resolved through negotiation within sixty (60) days of the initial notice, and the Customer is located outside of the United States, the dispute shall be settled under the Rules of Arbitration of the International Chamber of Commerce (ICC) with the seat of arbitration in London, United Kingdom (or other mutually agreed location), and the language shall be English.

Both parties agree that any claims will be brought on an individual basis only and not as part of any class, consolidated, or representative action. Any claim arising under this Agreement must be brought within one (1) year after the cause of action arises, or such claim shall be barred.

Changes to Terms.

Parsepoint may modify or update these Terms of Service from time to time to reflect changes in our products, services, legal requirements, or other business needs. Any modifications will be effective upon posting the updated Terms within the software or on our website, unless otherwise stated. Your continued use of the services after the effective date of any changes constitutes your acceptance of the revised Terms.

Entire Agreement.

This Agreement constitutes the entire agreement, and supersedes any and all prior agreements between the parties with regard to the subject matter hereof, including any non-disclosure agreement (with the confidentiality provisions of this Agreement to govern any prior disclosures of Confidential Information). In the event of any conflict of terms, this Agreement supersedes any click-through terms. This Agreement may not be amended or modified except by a writing signed by both parties.