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Terms and Use Agreement

Last Updated: July 23, 2024

Acceptance of the Terms and Conditions.

1.1 Parley Technologies, Inc. (herein referred to as the “Parley,” “we,” “us” or “our”) provides and makes available this web site (the “Web Site”). All use of the Web Site is subject to the terms and conditions contained in this Terms of Use Agreement (the “Agreement”). Please read this Agreement carefully. By accessing, browsing or otherwise using the Web Site, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not accept the terms and conditions of this Agreement, you shall not access, browse or use the Web Site.

1.2 You understand and agree that we may change this Agreement at any time without prior notice. You may read a current, effective copy of this Agreement at any time by selecting the “Terms of Use” link on the Web Site. The revised terms and conditions will become effective thirty (30) days after posting. Any use of the Web Site after such date shall constitute your acceptance of such revised terms and conditions. If any change to this Agreement is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Web Site.

1.3 Your access to and use of the Web Site is also subject to Parley’s Privacy Policy located at https://parley.so/privacy-policy

Use of the Web Site.

2.1 This Web Site contains material, including but not limited to software, text, graphics and images (collectively referred to as the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with third-parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use, copy or display the Content except as permitted under this Agreement. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content on any other web site or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Agreement, your right to access and/or use the Content and Web Site shall automatically terminate and you shall immediately destroy any copies you have made of the Content.

2.2 The trademarks, service marks, and logos of Parley (the “Parley Trademarks”) used and displayed on this Web Site are registered and unregistered trademarks or service marks of Parley. Other Parley, product, and service names located on the Web Site may be trademarks or service marks owned by third-parties (the “Third-Party Trademarks”, and, collectively with the Parley Trademarks, the “Trademarks”). Nothing on this Web Site or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Web Site without the prior written consent of Parley specific for each such use. The Trademarks may not be used to disparage Parley or the applicable third-party, Parley’s or third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any web site is prohibited without Parley’s prior written consent. All goodwill generated from the use of any Parley Trademark shall inure to Parley’s benefit.

2.3 You agree not to: (a) take any action that imposes an unreasonable load on the Web Site’s infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Web Site or any activity being conducted on the Web Site, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Web Site, (d) delete or alter any material posted on the Web Site by Parley or any other person or entity, or (e) frame or link to any of the materials or information available on the Web Site.

2.4 The Web Site contains links to third-party web sites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all web sites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.

2.5 Certain elements of the Web Site are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except as otherwise expressly permitted by Section 2.1 of the Agreement. None of the Content for this Web Site may be retransmitted without the express written consent from Parley for each and every instance.

Limitation of Liability and Disclaimer of Warranties.

3.1 PARLEY, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “PARLEY PARTIES“) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY. THE PARLEY PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE WEB SITE AND THE CONTENT AT YOUR OWN RISK.

THE PARLEY PARTIES DO NOT WARRANT THAT THE WEB SITE WILL OPERATE ERRORFREE OR THAT THE WEB SITE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE WEB SITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO PARLEY PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.

THE WEB SITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE PARLEY PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

THE CONTENT PROVIDED THROUGH OR IN CONNECTION WITH THE WEB SITE OR PARLEY’S SERVICES IS DESIGNED TO PROVIDE PRACTICAL AND USEFUL INFORMATION ON THE SUBJECT MATTER COVERED. WHILE SUCH CONTENT MAY CONCERN ISSUES RELATED TO PROFESSIONAL SERVICES, SUCH CONTENT IS NOT PROFESSIONAL SERVICES ADVICE. YOU SHOULD NOT ACT OR REFRAIN FROM ACTING ON THE BASIS OF ANY CONTENT INCLUDED ON THIS WEB SITE OR IN CONNECTION WITH PARLEY’S SERVICES WITHOUT SEEKING THE ADVICE OF A COMPETENT PROFESSIONAL IN THE APPLICABLE SUBJECT MATTER. WE EXPRESSLY DISCLAIM ALL LIABILITY IN RESPECT OF ACTIONS TAKEN OR NOT TAKEN BASED ON ANY CONTENT OF OR IN CONNECTION WITH ANY PARLEY SERVICES. PARLEY’S PROVISION OF ANY SERVICES, THE MATERIALS MADE AVAILABLE THROUGH SUCH SERVICES AND ANY INFORMATION PROVIDED BY ANY OTHER PARLEY REPRESENTATIVES OR THE WEB SITE ARE FOR GENERAL INFORMATIONAL PURPOSES ONLY. YOU ACKNOWLEDGE AND AGREE THAT THEY DO NOT, AND ARE NOT INTENDED TO, CONSTITUTE LEGAL ADVICE AND DO NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP.

3.2 IN NO EVENT SHALL ANY PARLEY PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEB SITE AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARLEY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

3.3 SOME STATES DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, IN SUCH STATES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU, AND THE LIABILITY OF THE PARLEY PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

3.4 IF YOU ARE FROM NEW JERSEY, THE FOREGOING SECTIONS 3.1 AND 3.2 AND SECTION 4 BELOW ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

Indemnification. To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless the Parley Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use or misuse of the Content or Web Site. Parley shall provide notice to you of any such claim, suit, or proceeding. Parley reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Parley’s defense of such matter. You may not settle or compromise any claim against the Parley Parties without Parley’s written consent.
Termination of the Agreement.

5.1 Parley reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Web Site or the Content at any time and for any reason without prior notice or liability. Parley reserves the right to change, suspend, or discontinue all or any part of the Web Site or the Content at any time without prior notice or liability.

5.2 Sections 2 (Use of the Web Site), 3 (Limitation of Liability and Warranty), 4 (Indemnification), 5 (Termination of Agreement), and 8 (Miscellaneous) shall survive the termination of this Agreement.

User Must Comply with Applicable Laws.

6.1 This Web Site is directed to users in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Web Site or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

6.2 The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.

U.S. Government Restricted Rights. The Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Web Site or Content by the Government constitutes acknowledgement of our proprietary rights in the Web Site and Content.
Miscellaneous.

8.1 This Agreement is governed by the internal substantive laws of the state of Delaware without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the state of Delaware. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Failure of Parley to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against Parley unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as otherwise expressly agreed by Parley and you, this Agreement constitutes the entire Agreement between you and Parley with respect to the subject matter, and supercedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees. Any information submitted or provided by you to the Web Site might be publicly accessible. Important and private information should be protected by you. Parley is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use

How to Contact Us

If you have any questions or comments about the Terms of Use, please email us at founders@parley.so.

Parley EULA

Parley Technologies, Inc. (Parley) EULA

DATED: June 20, 2024

This Parley Technologies, Inc. Parley Standard EULA (this “Agreement”) is between Parley Technologies, Inc. (“Parley”) and the person or entity agreeing to these terms (“You” or “Customer”). This Agreement states the terms under which Parley will provide the Parley service to You. By accessing or using Parley, You are agreeing to the terms of this Agreement (the date of such action, the “Effective Date”). If You are entering into this Agreement on behalf of an entity, then You represent and agree that You have the legal authority to bind that entity to this Agreement. If You do not accept the terms of this Agreement, then you cannot use Parley.

1. Applicability; Provision of Parley

1.1 Access and Use.

During the Term and in accordance with this Agreement, Customer may access and use Parley solely for Customer’s internal business purposes.

1.2 Registration and Account.

To use Parley, Customer will create an Account. Customer must provide complete and accurate information when creating the Account and keep the information complete and accurate at all times. Customer is responsible for (a) maintaining the security of its Account (for example, any applicable login credentials or security keys), (b) all activities that occur under Customer’s Account, and (c) any other actions taken in connection with Customer’s Account. Parley and Parley’s Affiliates are not responsible for unauthorized access to Customer’s Account. Customer will notify Parley immediately if Customer believes there has been unauthorized access to or use of Customer’s Account.

1.3 Data Storage.

Parley stores all Customer Data privately in Customer's own Amazon Web Services S3 bucket namespace in the United States. Customer Data is encrypted in transit and at rest. When Customer uploads files, they are sent directly to Amazon Web Services from Customer's browser without touching Parley's servers. Customer Data is never commingled with data from other Parley customers or used to train any other AI systems.

1.4 Support.

Parley will provide support for Parley as provided in Parley’s applicable support policy and in accordance with the level of support purchased by Customer (the “Support”).

1.5 Service Level Agreement.

If specified, Parley will provide customer service in accordance with the applicable service level agreement.

2. Customer Obligations

2.1 Restrictions.

Customer will not, and will not allow any third party to: (a) use Parley in violation of laws or regulations, (b) use Parley to violate the rights of others, (c) use Parley in high-risk, hazardous environments requiring fail-safe performance, including in the operation of nuclear facilities, aircraft navigation or control systems, air traffic control, or weapons systems, or any other application in which the failure of Parley could lead to severe physical or environmental damages; (d) resell or sublicense Parley; (e) disable or circumvent any aspects of Parley, including security mechanisms used by Parley, or attempt to do the same; (f) use Parley to perform any malicious activity, including to violate the security or integrity of any network, computer or communications system, software application, or network or computing device; (g) generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisements or other solicitations; (h) process or store any Customer Data that is subject to the International Traffic in Arms Regulations maintained by the Department of State; (i) publish or provide any benchmark or comparison test results that pertain to Parley; or (j) modify, adapt, or create a derivative work of Parley.

2.2 Applicable Law.

Customer will comply with all laws, rules, and regulations applicable to Customer’s use of and access to Parley. Parley will comply with all laws, rules, and regulations applicable to Parley’s provision of Parley.

2.3 Enforcement.

Parley may, but has no obligation to (a) investigate any violation of this Section 2 (Customer Obligations) or misuse of Parley, and (b) remove or modify any Customer Data, or disable access to any resource, that violates the foregoing.

2.4 Responsibility for Customer Data.

Customer is responsible for the Customer Data, including the accuracy and completeness of such Customer Data, and any loss, liabilities or damages resulting from the Customer Data, regardless of the nature of the Customer Data. Customer is responsible for backing up or otherwise making duplicates of Customer Data. Customer is responsible for communicating with Parley through encrypted and authenticated connections, as may be required by Parley, and for transmitting all Customer Data using appropriate security methods.

2.5 Protected Health Information.

Customer will not store or process any Protected Health Information using Parley unless Customer has a Business Associate Agreement with Parley.

2.6 Representations and Warranties.

Customer represents and warrants that (a) it owns or has the necessary rights and licenses to provide the Customer Data to Parley; and (b) the provision of the Customer Data to, and use of the Customer Data by, Parley as contemplated in this Agreement will not infringe any third party’s rights, including Intellectual Property Rights.

3. Data Processing

3.1 Use and Performance Data.

Parley may collect and analyze data regarding Customer’s use of Parley, excluding any personal data (“Performance Data”). Parley may use this information for its own business purposes, including to maintain, operate, and improve Parley, monitor and analyse activities in connection with Parley, as well as to create anonymized statistics for Parley’s own marketing purposes.

3.2 Data Processing Addendum.

Unless a separate agreement covering the subject matter of this Agreement is entered into by the parties that specifically references the Data Processing Addendum, each party will comply with the Data Processing Addendum attached to this Agreement as Attachment 1. The Data Processing Addendum is incorporated into this Agreement by reference.

3.3 Security.

Parley will implement reasonable technical and organizational safeguards designed to protect Customer Data against unauthorized loss, destruction, alteration, access, or disclosure.

3.4 Use of Customer Data. Parley will not access or use Customer Data except as necessary to provide Parley.

4. Payment

Customer’s payment obligations for Parley will be as mutually agreed between the parties. Customer may not use or access Parley if Customer does not comply with its payment obligations.

5. Confidential Information

5.1 Obligations.

The recipient will not disclose the Confidential Information, except to Affiliates, employees, agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to keep it confidential.

5.2 Required Disclosure.

Notwithstanding any provision to the contrary in this Agreement, the recipient may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient uses commercially reasonable efforts to: (i) promptly notify the other party of such disclosure before disclosing; and (ii) comply with the other party's reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (i) and (ii) above will not apply if the recipient determines that complying with (i) and (ii) could: (a) result in a violation of Legal Process; (b) obstruct a governmental investigation; or (c) lead to death or serious physical harm to an individual. As between the parties, Customer is responsible for responding to all third party requests concerning its use of Parley.

6. Intellectual Property

6.1 Ownership.

Except as expressly stated in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's Intellectual Property Rights. As between Customer and Parley, Customer owns all Intellectual Property Rights in the Customer Data, and Parley owns all Intellectual Property Rights in Parley.

6.2 Feedback.

At its option, Customer may provide feedback and suggestions about Parley to Parley (“Feedback”). If Customer provides Feedback, then Parley and its Affiliates may use that Feedback without restriction and without obligation to Customer.

6.3 DMCA.

Parley provides information to help copyright holders manage their intellectual property online, but Parley cannot determine whether something is being used legally without input from the copyright holders. Parley will respond to notices of alleged copyright infringement and may terminate repeat infringers in appropriate circumstances as required to maintain safe harbor for online service providers under the U.S. Digital Millennium Copyright Act. If Customer believes a person or entity is violating Customer’s copyrights, Customer can notify Parley at Parley’s notice address described in Section 12.1 (Notices).

7. Warranties and Disclaimers

7.1 Mutual.

Each party represents and warrants that: (a) it has full power and authority to enter into the Agreement; and (b) it will comply with all laws and regulations applicable to its provision, or use, of Parley, as applicable.

7.2 Parley Performance Warranty.

Parley warrants that Parley will perform substantially in accordance with the Documentation. If Parley is providing Support, Parley warrants that it will perform the Support in a diligent and workmanlike manner consistent with industry standards.

7.3 Remedies.

If Parley or Support fails to conform to the warranties in Section 8.2 (Parley Performance Warranty), Parley will promptly, at its option and expense, correct Parley and re-perform the Support as necessary to conform to the warranties. If Parley does not correct Parley or re-perform the Support to conform to the warranties within a reasonable time, not to exceed 30 days, as Customer’s sole remedy and Parley’s exclusive liability (except as provided in Section 10), Customer may terminate this Agreement without further liability and, if Parley was purchased on a subscription basis, Parley will issue a refund to Customer of any fees prepaid by Customer, prorated for the unused portion of the subscription.

7.4 Disclaimer.

Except as stated in this Section 8 (Warranties and Disclaimers), Parley and, if applicable, Support are provided on an “AS-IS” basis. To the fullest extent permitted by law, Parley disclaims and this Agreement excludes any implied or statutory warranty, including any warranty of title, non-infringement, merchantability or fitness for a particular purpose. Parley does not warrant that Parley will operate uninterrupted or error free, or that all errors will be corrected.

8. Termination

8.1 Termination, Both Parties.

If a party fails to cure a material breach of this Agreement within 30 days after receipt of written notice of the breach, the other party may terminate this Agreement. If either party has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of such party’s assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding, then the other party may immediately terminate this Agreement.

8.2 Termination or Suspension by Parley.

Parley may also terminate Customer’s Account, terminate this Agreement, or suspend Customer’s Account or access to Parley, immediately if Customer violates Section 2.1 (Restrictions). Parley will provide advance notice before such suspension or termination, unless Parley believes an immediate suspension or termination is required in which case Parley will provide notice promptly after such suspension or termination.

8.3 Effect of Termination.

Upon expiration or termination of this Agreement, all rights under this Agreement will immediately terminate. Parley will have no obligation to continue to store Customer Data after termination of this Agreement. Customer is solely responsible for exporting Customer Data from Parley before expiration or termination of this Agreement. The following Sections will survive expiration or termination of this Agreement: Section 6 (Confidential Information), Section 7 (Intellectual Property), Section 8.4 (Disclaimer), Section 9.3 (Effect of Termination), Section 10 (Indemnification), Section 11 (Limitation of Liability), and Section 12 (General).

9. Indemnification

9.1 By Customer.

Customer will defend and indemnify Parley and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from: (a) any Customer Data; (b) the combination of the Customer Data with other applications, content or processes; or (c) Customer's use of Parley in violation of Section 2.1 (Restrictions).

9.2 By Parley.

Parley will defend and indemnify Customer and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising solely from an unaffiliated third-party allegation that use of Parley’s technology used to provide Parley infringes or misappropriates the third party's Intellectual Property Rights.

9.3 Exclusions.

This Section 10 (Indemnification) will not apply to the extent the underlying allegation arises from: (a) the indemnified party's breach of this Agreement; (b) modifications to Parley's technology or Brand Features by anyone other than Parley; (c) combination of Parley's technology with materials not provided by Parley; or (d) use of non-current or unsupported versions of Parley or Brand Features.

9.4 Infringement Remedies.

In addition to Parley’s indemnity obligations, if Parley becomes, or in Parley’s opinion is likely to become, the subject of an infringement claim, Parley may at its sole option and expense: (i) procure for Customer the right to make continued use of Parley; (ii) replace or modify Parley so that they become non-infringing; or (iii) terminate Parley.

9.5 Conditions.

Sections 9.1 (By Customer) and 9.2 (By Parley) are conditioned on the following:

(a) The indemnified party must promptly notify the indemnifying party in writing of any allegation that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation and Third-Party Legal Proceeding. If breach of this Section 10.5(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party's obligations under Section 10.1 (By Customer) or 10.2 (By Parley) (as applicable) will be reduced in proportion to the prejudice.

(b) The indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party's prior written consent, not to be unreasonably withheld, conditioned, or delayed.

9.6 Sole Rights and Obligations.

This Section 9 (Indemnification) sets forth each party’s only rights and obligations under this Agreement for any third party’s Intellectual Property Rights.

10. Limitation of Liability

10.1 Limitations.

Except as stated in Section 11.2 (Exceptions) and to the extent permitted by applicable law: (a) neither party will be liable to the other party for (i) indirect, consequential, special, incidental, or punitive damages or (ii) lost revenues, profits, savings, or goodwill; and (b) each party’s total aggregate liability for damages arising out of or relating to the Agreement is limited to the fees Customer paid for Parley during the 12-month period before the event giving rise to liability.

10.2 Exceptions.

Nothing in this Agreement limits either party’s liability for the following: (i) fraud or fraudulent misrepresentation; (ii) death or personal injury caused by negligence; (iii) Customer’s payment obligations; (iv) its obligations under Section 10 (Indemnification); or (iv) any liability that cannot legally be limited.

11. General

11.1 Notices.

All notices must be in writing and addressed to the other party’s legal department and primary point of contact. The email address for notices being sent to Parley is provided on request. Notice will be treated as given on receipt as verified by written or automated receipt or by electronic log (as applicable).

11.2 Assignment.

Neither party may assign any part of this Agreement without the written consent of the other, except to an Affiliate where: (a) the assignee has agreed in writing to be bound by the terms of this Agreement; (b) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them; and (c) the assigning party has notified the other party of the assignment. Any other attempt to assign is void.

11.3 Change of Control.

If a party experiences a change of Control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) that party will give written notice to the other party within thirty days after the change of Control; and (b) the other party may immediately terminate this Agreement any time between the change of Control and thirty days after it receives that written notice.

11.4 Force Majeure.

Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

11.5 No Agency. This Agreement does not create any agency, partnership or joint venture between the parties.

11.6 No Waiver; Severability.

Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement. If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.

11.7 No Third-Party Beneficiaries.

This Agreement does not confer any benefits on any third party unless it expressly states that it does.

11.8 Export Control.

Parley, Support, and Documentation may be subject to export control laws and regulations. Customer may not access or use Parley, Support, Documentation, or any underlying information or technology except in full compliance with all applicable export control laws. None of Parley, Support, Documentation, or any underlying information or technology

11.9 Location.

Parley is based in San Francisco, California, United States.

12. Additional Definitions

In this Agreement:“Account” means the account that Customer has or creates with Parley to access or use Parley.

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