Your use of our Parlor product (“Parlor”) made available through our website and mobile applications is subject to the terms of this legal agreement (this “Agreement”) between you and Parlay App, inc. as amended from time to time.
Parlor is software as a service (SAAS) services featuring software that manages the relationship that digital product teams have with their customers, namely, tracking user engagement, and to enable collaboration, input, viewing, commenting and responding to information, feedback and suggestions; Software as a service (SAAS) services featuring software as a microservice that manages the relationship that digital product teams have with their customers, namely, tracking user engagement, and to enable collaboration, input, viewing, commenting and responding to information, feedback and suggestions.
In this document, “we” or “us” means Parlay App, inc., a Delaware corporation; “you” means the company or entity utilizing Parlor; “both of us” means both you and us; and “End User” mean an individual end users of Parlor. Certain other capitalized words have the meanings given them in Section 13.
You acquire rights to use Parlor subject to this Agreement by submission of a Purchase Order, and payment of amounts due under the Purchase Order, specifying the type, quantity and Subscription Term of Parlor, as a result of which you are entitled to the rights set forth in this Agreement. No Purchase Order is valid or creates any rights under this Agreement until accepted by us. We reserve the right to reject any Purchase Order for any reason or no reason.
We provide you with a variety of items through Parlor. Parlor may include certain communications from us, such as service announcements, and administrative messages, and that these communications are considered part of the use of Parlor and you will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current Parlor shall be subject to this Agreement. You are responsible for obtaining access to Parlor and that access may involve third party fees (such as internet service provider or airtime charges), and you are responsible for those fees. In addition, you must provide and are responsible for all equipment necessary to access Parlor.
You may use Parlor only for your and your affiliates’ respective internal business purposes, and not for resale. You may not access Parlor by any means other than through interfaces that are provided by us for use in accessing Parlor.
You may receive or create a password and account designation upon completing the registration process for Parlor. You are responsible for maintaining the confidentiality of the password and account designation, and are fully responsible for all activities that occur under your password or account. You must (a) immediately notify us of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.
You agree to pay all charges, recurring fees, applicable taxes and other charges (collectively herein “Charges”) incurred by you at the rates in effect for the billing period in which those charges are incurred. Charges may include among other things, fees for access based on usage of Parlor. All payments are non-refundable. We may change rates or institute new charges that apply to a renewal Subscription Term, in which case we will inform you least thirty (30) days prior to the renewal date.
For most billing plans we will invoice quarterly but some charges are billed on a different schedule. You are responsible for all charges incurred, including applicable taxes and purchases made by you or anyone who is using an authorized user account that you have caused to be created or for which you have otherwise indicated your agreement to be responsible for payment.
Initial payments for usage are normally prepaid. Payments for additional usage are due prior to commencement of such usage. If your account is delinquent, your account (and accordingly use of Parlor) may be suspended or canceled at our sole discretion. If your account is suspended, regular charges continue to accrue until you cancel your account. We may, at our sole discretion, charge a fee to reinstate a suspended account. Interest charges of 1% per month (or the highest rate permitted by law if lower than 1% per month) will accrue daily on any unpaid balance which is more than 30 days old. You agree to pay all sales and use taxes, duties, or levies which are required by law as well as all attorney and collection fees arising from efforts to collect any unpaid balance on your account.
You should let us know about any billing problems or discrepancies within 90 days after they first appear on your account statement. If you do not bring them to our attention within 90 days, you agree that you waive your right to dispute such problems or discrepancies. Additionally, if any charges are being collected by us on behalf of a supplier, then such supplier shall be an express third party beneficiary of this Section.
All currency references are in U.S. dollars. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. You, and not us, are responsible for any such taxes, levies, or duties related to your transactions, excluding only our United States federal or state income taxes.
We retain all copyright and other proprietary rights in the software code incorporated in or used to supply Parlor. You may not modify Parlor in any way or use it for any purpose other than as expressly authorized in this Agreement. By providing you with access to Parlor, we grant to you the worldwide, royalty-free, and non-exclusive license during the Subscription Term to use Parlor as authorized by us in the use of Parlor.
You may voluntarily provide (in connection with use of Parlor, use of our products or otherwise) suggestions, comments or other feedback to us with respect to items or information provided by using Parlor or otherwise. We are not required to hold such feedback in confidence, and such feedback may be used by us for any purpose without obligation of any kind; provided, that we will not disclose the source of specific feedback without your consent; and nothing in this Agreement restricts the use by you of such feedback or ideas that you provide to us.
You retain all copyright and other proprietary rights in Your Product you use in connection with Parlor.
In order to provide the use of the Parlor Service for your use, we need your permission to utilize the Customer Product for that purpose. Accordingly, you hereby grant to us a royalty-free, non-exclusive, non-transferable, worldwide license to access the application programming interface for Your Product (the “API”) through your application, and to permit us to communicate and exchange data with each End User through the API and otherwise to the extent necessary for the operation and use of Your Product through Parlor.
You acknowledge that our business involves assisting customers in the development, production and licensing of computer software and services, and in consulting related thereto. You agrees that this Agreement does not limit or restrict our ability to engage in such business or limit our ability to provide Parlor to any third party, even if such third party is a direct competitor of yours. Accordingly, notwithstanding the above, we and our personnel shall be free to use and employ our and their general skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques, or skills gained or learned during the course of any assignment.
We retain all copyright and other proprietary rights in Our IP.
We grant you the non-transferable, non-exclusive, worldwide, royalty-free license during the Subscription Term to use, reproduce and display Our IP on or through, Parlor in a manner consistent with the other provisions of this Agreement.
We make no claim of ownership of End User Data.
You understand that all End User Data, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such End User Data originated. We do not control the End User Data posted via Parlor and, as such, do not guarantee the accuracy, integrity or quality of such End User Data.
You agree not to use the Parlor Service (or cause any End User to use the Parlor Service) in violation of our standards of conduct posted at www.parlor.io/conduct (the “Standards of Conduct”) as amended from time to time, in particular you may not: use the Parlor Service in a manner that would cause you or us to violate any applicable local, state, national or international law, including any rules and regulations of any securities exchange, any rules, regulations, requirements, procedures or policies in force from time to time relating to the Parlor Service, and any export or re-export laws, rules and regulations; interfere with or disrupt the Parlor Service or take any steps to interfere with or in any manner compromise any security measures with respect to the Parlor Service or any data or file transmitted, processed or stored on or through the Parlor Service. We may or may not pre-screen End User Data, but that we and our designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or move any End User Data that is available via Parlor. Without limiting the foregoing, we and our designees shall have the right to remove any End User Data that violates this Agreement or is otherwise objectionable.
We may access, preserve, and disclose your account information and End User Data if required to do so by law, if required to: (a) comply with legal process, provided that we promptly notify you in advance of such requirement (to the extent such notification is legally permissible) and reasonably cooperate with your efforts to limit, restrict or prevent such disclosure; (b) enforce this Agreement; (c) respond to claims that any End User Data violates the rights of third-parties or the Standards of Conduct, provided that we promptly notify you in advance of such requirement (to the extent such notification is legally permissible) and reasonably cooperate with your efforts to limit, restrict or prevent such disclosure; or (d) respond to your requests for customer service. Before disclosing any account information or End User Data, we agree that to the extent otherwise permissible under applicable law we will provide you with advance notice in order to permit you to obtain an appropriate protective order or seek other legal relief to protect the confidentiality of such information.
It is our policy to respond to notices of alleged copyright infringement that comply with applicable intellectual property law (including the Digital Millennium Copyright Act) and to terminate the right of repeat infringers to use Parlor. Details of our policy can be found at www.parlor.io/dmca.
Parlor Service is provided “AS IS” without warranties of any kind including warranties of merchantability, fitness for a particular purpose, or non-infringement of intellectual property. Applicable law may not allow the exclusion of implied warranties, so this exclusion may not apply to you. In no event will we, our suppliers, or other third parties be liable for any damages whatsoever (including, without limitation, those resulting from lost profits, lost data or business interruption) arising out of the use, inability to use, or the results of use of Parlor Service, whether based on warranty, contract, tort or any other legal theory and whether or not we have been advised of the possibility of such damages. Applicable law may not allow the exclusion or limitation of incidental or consequential damages, so these limitations or exclusions may not apply to you.
You represent and warrant to us that you have all the rights, power and authority necessary to grant the licenses to Your Product. You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) Your Product and any related items that you create, transmit or display or permit to be created, transmitted or displayed while using Parlor and for the consequences of such actions (including any loss or damage which we may suffer) by doing so.
Any arrangement between you and any End User relating to your use of Parlor is solely between you and the End User; we are not a party to any such agreement. Any issues concerning that relationship must be resolved directly by you and the End User. We will not be held responsible and expressly disclaim any liability to you whatsoever for any claims, demands or damages direct or indirect of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such issues. By using this Parlor, you do hereby represent, understand, and expressly agree to hold us harmless for any claim or controversy that may arise from any disputes between you, any other user(s) of Parlor or the End User.
You agree to indemnify, hold harmless and defend us and our subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, at your expense, against any and all third party claims or demands, actions, proceedings and suits and all related liabilities, damages, settlements, penalties, fines costs and expenses (including, without limitation, reasonable attorney's fees and other dispute resolution expenses) incurred by us, due to provision or use of Your Product, collection or use of End User Data, your use or misuse of Parlor, your violation of this Agreement, or your violation of any rights of another, unless such claims arise out of our negligence or willful misconduct.
We (and not you or any third party) are the sole determinant of the features and capabilities of our products and services, and the schedule for releasing those features. Any feature or capability described as being developed or being available at some future date shall be understood as subject to implementation risks, and the unavailability of any such feature shall not be considered a breach of this Agreement unless and until we have confirmed in writing that such feature has been actually implemented in a production version of our products or services.
We reserve the right to modify, replace, or add to the features of our products and services in our discretion at any time, without notice, so long as any change does not materially reduce the functionality of Parlor. In addition, we have the unrestricted right to make changes (including removing features) required to comply with applicable law or minimize the potential for liability for defects without prior notice if necessary.
Either party will have the right to terminate this Agreement immediately by delivery of written notice to the other party if the other party is in material breach of any warranty, term, condition or covenant of this Agreement, and the breaching party has failed to cure that breach within thirty (30) calendar days after receiving written notice of that breach and of the non-breaching party’s intention to terminate. You have the right to terminate this Agreement for any reason within thirty (30) calendar days by delivery of written notice to us.
(i) Upon any termination of this Agreement (or expiration of the Subscription Term) your right to use Parlor terminates and our right to use Your Product and End User Data terminates and we will destroy the End User Data provided (1) we may retain copies solely for legal evidentiary purposes with respect to any claims we reasonably anticipate at the time of termination and (2) we have no obligation to destroy or stop using Aggregated Non-Personal Information so long as use of that material does not disclose you as the source of information included therein.
(ii) Sections 3, 4, 5(c), and 6 through 16 survive termination in accordance with their terms.
(iii) Termination does not relieve any party for breach occurring prior to termination, nor does it relieve you for any liability under Section 3 for amounts due for the period prior to termination.
“Aggregated Non-Personal Information” is information about users and their use of Parlor (which may be derived from End User Data) collected or combined in such manner so that it no longer reflects or references you or any individually identifiable user.
“Communications” means information, data, text, software, music, sound, photographs, graphics, video, messages or other materials expressly made available through Parlor by an End User.
“End User Data” means Communications, Registration Information, Customer Service Communications or Log Information. “Registration Information” is any information provided when voluntarily registering for use of Parlor, including, but not limited to, username and password and email address, and which may include Personal Information.
“Customer Service Communications” is any information that is reported to us about the operation of Parlor, including bug reports or requests for enhancements. “Log Information” is information servers automatically record relating to the usage of the system which may include information such as Internet Protocol address, other addressing information, the date and time of requests and authentication tokens used to validate the identity of a user.
“Our IP” means materials for use with Parlor provided by us to you in connection with your use of Parlor, or used by use to provide Parlor. Any modification to Our IP, whether made by you or us, shall be considered Our IP (except solely to the extent such modification consists of your trade secret or other proprietary or confidential information or information relating to your employees).
“Personal Information” is information that you or an End User provides to us which personally identifies an individual, such as by name, email address or billing information.
“Purchase Order” means the document submitted under, executed under or referring to this Agreement specifying the kind and quantity of usage rights and the related Subscription Term, which may be a web-submitted form.
“Subscription Term” means the period authorized in a Purchase Order for you to utilize Parlor.
“Your Product” is materials you provide us for use with Parlor.
We administer Parlor from our offices in the Commonwealth of Massachusetts, USA. We make no representation that Parlor is appropriate or available for use outside the United States, and access to Parlor from territories where its use is illegal is prohibited. You may not use or export or re-export Parlor Service or materials found thereon or any copy or adaptation in violation of any applicable laws or regulations including without limitation U.S. export laws and regulations. If you choose to access Parlor from outside the United States, you do so on your own initiative and are responsible for compliance with applicable local laws. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to any principles of conflicts of laws. You and we agree to submit to the exclusive jurisdiction of the state and federal courts located in Suffolk County, Massachusetts, USA, to resolve any legal matter arising from this Agreement. Notwithstanding this, you agree that we shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
In order to use Parlor, you must first agree to this Agreement. You may not use Parlor if you do not accept this Agreement. You can accept this Agreement by submitting a Purchase Order referring to this Agreement; by clicking to accept or agree to this Agreement, where this option is made available to you by us in the user interface for any service; or by actually using Parlor. You agree that we will treat your use of Parlor as acceptance of this Agreement from that point onwards.
You may not use Parlor and may not accept this Agreement if (a) you are not of legal age (either under the laws of the Commonwealth of Massachusetts or the laws of the jurisdiction of which you are a resident or from which you use Parlor) to form a binding contract with us, or (b) you are a person barred from using Parlor under the laws of the United States or other countries including the country in which you are resident or from which you use Parlor.
Any individual under the age of 18 years (“Minor”) must have a parent or guardian accept this Agreement in order for such Minor to use Parlor. A parent or guardian who accepts this Agreement on behalf of a Minor will be primarily liable for ensuring complete and proper compliance with this Agreement, including any payment obligation. A parent or guardian who accepts this Agreement on behalf of a Minor will continue to be primarily liable for the obligations mentioned in this Agreement even when the Minor has attained the age of 18, unless the parent or guardian obtains our express written consent to the contrary.
If you are entering into this Agreement on behalf of a company or other organization, you must have the authority to bind your company or organization to this Agreement and commit funds on its behalf. Titles that typically carry that authority include, without limitation: Chairman, Principal, President, Officer, Vice President, Director, Controller, Finance Manager or Purchasing Manager. We may reject this Agreement if we determine, in our sole discretion, that you do not have the appropriate authority. In any case, if you are entering into this Agreement on behalf of a company or other organization, you represent that you have the authority to bind it to this Agreement and commit funds on its behalf, and the terms “you” and “your” will refer to that company or organization.
In any of the above cases, you represent that you satisfy all of the above eligibility conditions. If you do not satisfy the above conditions, or if you do not agree with this Agreement, you may not use Parlor or any portion thereof; in that case we may also terminate this Agreement and your use of Parlor immediately without liability to you.
You acknowledge that your electronic submissions constitute your agreement and intent to be bound by this Agreement. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, you hereby agree to the use of electronic signatures, contracts, orders and other records and to electronic delivery of notices, policies and records of transactions initiated or completed through Parlor. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records.
We may desire to make changes to this Agreement from time to time to update it, for example to add references to different products and services, including increasing the price of Parlor, and such changes may be made accordance with any one of the following procedure:
A modification, amendment, or waiver of any provision of this Agreement shall be effective if in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted.
We may specify amended or updated terms that apply to a new Purchase Order, and we will make a new copy of this Agreement available to you as part of the order process and may require you to accept it as a condition to the provision of the new or updated materials.
We may specify amended or updated terms that apply to a renewal Subscription Term, in which case we will make a new copy of this Agreement available to you at least thirty (30) days prior to the renewal date, and such amended or updated terms will be applicable without your express written consent (with the understanding that you can prevent such terms from being applicable to you by cancelling the renewal within 30 days of receipt such a change notice).