End User Agreement
Parlytix, Inc. dba ParqHQ (“ParqHQ”) will provide its parq platform and any documentation contained therein (“Platform”) to the party downloading the Platform (“User” or “you”), upon the condition that User accepts all of the terms and conditions of this End User Agreement (“Agreement”) by clicking “I Accept”. By clicking the “I Accept” button, you (i) accept this Agreement; (ii) agree to be bound by these terms and conditions; (iii) warrant and represent that the party downloading the Platform is authorized to enter into this Agreement on behalf of the entity for which you work (“Company”), if use is by an entity; and (iv) acknowledges that Company has entered into a binding agreement with ParqHQ.
DO NOT USE THE PLATFORM UNTIL THE FOLLOWING TERMS AND CONDITIONS HAVE BEEN CAREFULLY READ AND AGREED. LOADING OR OTHERWISE USING THE PLATFORM CONSTITUTES ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DO NOT USE THE PLATFORM.
Terms and Conditions
1. Grant of Rights. Subject to the terms of this Agreement and payment of relevant fees, if applicable, ParqHQ grants to you a non-exclusive, worldwide right to use the Platform for internal purposes and not external or commercialized use.
2. Modifications. ParqHQ reserves the right to replace, modify or upgrade the Platform at any time. Any such replacement or modified code or upgrade to the Platform offered to you by ParqHQ shall be considered part of the Platform and subject to the terms of this Agreement (unless this Agreement is superseded by a further Agreement accompanying such replacement or modified version of or upgrade to the Platform). In the event that ParqHQ offers a modified version of, or any upgrade to the Platform, (i) your continued use of the Platform is conditioned on your acceptance of such replacement or modified version of or upgrade to the Platform and any accompanying superseding Agreement and (ii) in the case of the replacement or modified Platform, your use of all prior versions of the Platform is terminated.
3. Use Restrictions. User, directly or indirectly, alone or with any other party, may not:
a. modify, change, create derivative works of, disassemble, decompile or otherwise reverse engineer the Platform, or remove proprietary legends in the Platform.
b. distribute, transfer, resell, rent, lease, or loan the Platform to any other party, except as described above
c. make the Platform available to others in a service bureau arrangement or for any similar commercial time-sharing or third party training use.
d. transfer the Platform to any third party for outsourcing or any other purpose without the express prior written consent of ParqHQ.
e. remove or modify the source code responsible for displaying the ParqHQ branding that links back to ParqHQ as part of rendered pages. Furthermore, when the Platform is being used in a website or application, the ParqHQ branding must stay fully visible and not visually overlapped by other elements.
f. disable, modify or restrict ParqHQ’s access to usage statistics.
g. benchmark against other products.
h. use the Platform or any outputs from the Platform in any manner competitive to ParqHQ
4. Ownership. The Platform is owned or licensed by ParqHQ. The Platform is protected by copyright and other laws of the United States. Except as expressly provided herein, ParqHQ does not grant any express or implied right to User under ParqHQ patents, copyrights, trademarks, trade secret or other proprietary rights. ParqHQ reserves all rights not specifically granted herein. As between the parties, ParqHQ owns and shall continue to own all right, title and interest in and to all aggregate and statistical information or analyses created and developed by ParqHQ from performance and usage statistics generated through the Platform (collectively, “Aggregate Usage Statistics”). Aggregate Usage Statistics are de-identified so that User cannot be identified as the source within the Aggregate Usage Statistics.
5. Support. ParqHQ may, in its sole discretion, provide to User updates to the Platform. ParqHQ is under no obligation to provide User with any updates, support, or maintenance of the Platform. Any support shall be provided pursuant to a separate written agreement.
6. Disclaimer of Warranty.
a. The Platform is provided without warranty in its current “AS IS” condition. PARQHQ MAKES NO WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
b. In addition to the disclaimer of warranties set forth above, it is understood that ParqHQ makes no representations concerning the completeness, accuracy or operation of the Platform. Furthermore, User shall have the sole responsibility for adequate protection and backup of its data used in connection with the Platform, and User shall not make any claim against ParqHQ for lost data, re-run time, inaccurate input, work delays or lost profits resulting from the use of the Platform.
7. Limitation of Liability. IN NO EVENT SHALL PARQHQ BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF THE FEES PAID BY USER IN THE SIX (6) MONTHS PRIOR TO THE CLAIM FOR THE PLATFORM OR SERVICES WHICH GAVE RISE TO SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT SHALL PARQHQ BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED, INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOOD WILL EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
8. Termination. This Agreement is effective until terminated. User may terminate this Agreement at any time by destroying all copies of the Platform. This Agreement and the rights granted hereunder will terminate automatically if User fails to comply with terms herein and fails to cure such breach within five (5) days of becoming aware of the breach. ParqHQ may terminate this Agreement by offering you a superseding Agreement for the Platform or any replacement or modified version of, or upgrade to, the Platform and conditioning your continued use of the Platform or such replacement, modified or upgraded version on your acceptance of such superseding Agreement. Upon termination of this Agreement, User will remove, or certify in writing to the destruction of, the Platform from its computer systems. This Agreement shall terminate immediately with respect to any person or entity asserting or threatening to assert any intellectual property right against ParqHQ.
9. Suggestions and Feedback. If User suggests any new features, functionality, new use, or change for the Platform, User hereby grants and agrees to grant to ParqHQ all rights needed for ParqHQ to incorporate and commercialize the new feature, functionality, new use, or change at no charge, royalty or other encumbrance to ParqHQ. User agrees that ParqHQ has the ability to sublicense all feedback in any form to any third party without restriction.
10. General.
a. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties relating to the subject matter hereof. This Agreement may not be amended except by a written document signed by both parties.
b. No waiver. The failure of ParqHQ to enforce any rights granted hereunder or to take action against User in the event of any breach hereunder shall not be deemed a waiver by ParqHQ as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
c. Governing Law. This Agreement shall be governed by and construed and interpreted by the laws of the State of Texas, without regard to any conflict of laws provisions of any state or jurisdiction. Each party submits to the jurisdiction of the state and federal courts of Travis County and the Western District of Texas for the purposes of all legal proceedings arising out of or relating to this Agreement or the subject matter hereof. User waives any objection that it may have to contest such forum.
d. Import/Export. User shall comply with all then-current export and import laws and regulations of the United States and such other governments as are applicable when distributing or using the Platform. User hereby certifies that it will not directly or indirectly export, re-export, transship, or transmit the Platform, or any portion thereof, or related information, media, or products in violation of United States laws and regulations.
e. Severability. Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation.
f. Assignment. User shall not assign or transfer this Agreement without the prior written consent of ParqHQ. Any attempt to assign or transfer this Agreement by User shall be void.
g. Verification. User agrees that ParqHQ may, upon five (5) days prior written notice, enter User’s premises to verify User’s compliance with the provisions of this Agreement. ParqHQ’s inspections shall be limited to (i) normal business hours; and (ii) those records pertaining to the Platform provided hereunder. ParqHQ’s rights of inspection shall remain in effect through the period ending one (1) year from the termination or expiration of this Agreement and any applicable rights hereunder.
h. Survival. The obligations that by their nature should survive termination or expiration of this Agreement shall survive such termination or expiration.
