Services Agreement

This Software as a Service and Professional Services Agreement (“Agreement”) is a binding agreement by and between Robin Voice, Inc d/b/a Para, a Delaware corporation (“Para”) and the enterprise customer or other entity that receives the Services (the “Customer”). This Agreement constitutes a binding agreement between Para and Customer (together, the “Parties” and, individually, each a “Party”). Para’s Terms of Service (as it may be updated from time to time, the “Terms of Service”, available at https://www.usepara.com/legal/terms), Para’s Privacy Policy (as it may be updated from time to time, the “Privacy Policy”, available at https://www.usepara.com/legal/privacy), Para’s Data Processing Addendum (as it may be updated from time to time, the “DPA”, available at https://www.usepara.com/legal/dpa) and Para’s Acceptable Use Policy (as it may be updated from time to time, the “AUP”, available at https://www.usepara.com/legal/aup) and any Order Form are incorporated herein by reference. The Agreement, Terms of Service, Privacy Policy, DPA, AUP, Order Form(s), supplements, exhibits, schedules, appendices or other attachments referenced or incorporated herein or entered into in connection with the purchase of the Services represents the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, written or oral.

This Agreement governs Customer’s access to, use and receipt of the Services. BY CLICKING THE BOX INDICATING CUSTOMER’S ACCEPTANCE OF THESE TERMS OR EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, CUSTOMER ACKNOWLEDGES THAT IT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THIS AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF A CUSTOMER, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH CUSTOMER TO THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER MUST NOT ACCEPT THIS AGREEMENT AND MUST NOT ACCESS, USE OR RECEIVE, OR ATTEMPT TO ACCESS, USE OR RECEIVE, THE SERVICES.

THE LICENSES AND RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE TERMS OF THIS AGREEMENT WITHOUT MODIFICATION BY CUSTOMER. ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS IN ANY FORM DELIVERED BY CUSTOMER OR ON CUSTOMER’S BEHALF IN ANY MANNER ARE HEREBY DEEMED TO BE MATERIAL ALTERNATIONS AND NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM IS HEREBY GIVEN BY PARA.

1. Defined Terms. Capitalized terms used in this Agreement have the following definitions or those given in this Agreement.some text
   1. “Account” means a password-protected account assigned to a User that provides such User access to certain features and functionalities on the Platform. As used in this Agreement, the term “Account” refers to all Accounts created by Customer or on Customer’s behalf for use by Customer Personnel to access certain features and functionalities on the Platform on Customer’s behalf.
   2. “Account ID” means the username and password each User uses to access such User’s Account.
   3. “Affiliate” means any entity that controls, is controlled by, or is under common control with a Party, where “control” means the direct or indirect ownership of more than 50% of the voting securities or other ownership interest of such entity or Party.
   4. “Aggregated Data” means any Customer Data that is aggregated, pseudonymized, de-identified, or otherwise anonymized by or on behalf of Para.
   5. “Applicable Message Requirements” means all applicable federal, provincial, state, and local laws, regulations, and rules governing Messages, including, without limitation, the Telephone Consumer Protection Act and its implementing rules and regulations (TCPA), the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Federal Trade Commission’s Telemarketing Sales Rule, the CAN-SPAM Act of 2003, the Personal Information Protection and Electronic Documents Act, the Americans with Disabilities Act, provincial privacy legislation, Canada’s Anti-Spam Legislation (“CASL”), and all state, local, and foreign equivalents; all applicable industry guidelines and best practices, including, without limitation, the CTIA Short Code Monitoring Handbook and Messaging Principles and Best Practices, and any other applicable foreign carrier requirements.
   6. “Charges” means, excluding the Fees, all other charges, costs and other expenses incurred by or on behalf of Customer arising out of or in connection with Customer’s access to or use of the Platform or receipt of the Professional Services.
   7. “Confidential Information” means any information prepared for or delivered to a Party (the “Receiving Party”) by the other Party or its representative (the “Disclosing Party”) (including information or data received by the Disclosing Party from a third party and to which the Disclosing Party has confidentiality obligations) that: (a) is marked or designated by the Disclosing Party as confidential or proprietary; (b) is disclosed orally or visually provided that such information is identified by the Disclosing Party at the time of disclosure as confidential or proprietary; or (c) is known to the Receiving Party, or should be known to a reasonable person given the contents and circumstances of the disclosure, as being treated as confidential or proprietary by the Disclosing Party, even if the Disclosing Party fails to take the actions specified in (a) or (b) with respect to such information.
   8. “Customer Data” means any data collected through, or otherwise generated by, Customer’s or Customer Personnel’s use of or access to the Services. For clarity, Customer Data does not include any Feedback or Aggregated Data, but may include Subscriber telephone numbers, Subscriber email addresses, Customer’s messages, and Subscribers’ messages.
   9. “Customer Personnel” means Customer’s Users and Customer’s officers, employees, contractors, consultants, or agents.
   10. “Deliverable” means the output of the Professional Services, including, any works or other Intellectual Property created or otherwise provided by Para to Customer in connection with Para’s performance of the Professional Services.
   11. “Documentation” means all Para user manuals, operating instructions, and other documentation relating to the Platform, as generally made available by Para to Users from time to time.
   12. “Feedback” means all ideas, advice, recommendations, proposals, suggestions, comments, and other feedback Customer or Customer Personnel provide to Para related to the Services or any other services or products provided by Para or its Affiliates.
   13. “Fees” means all of the charges and fees charged by Para pursuant to the performance of the Professional Services and the access to and use of the Platform.
   14. “Intellectual Property” means, to the extent that any of the following are recognized in any jurisdiction worldwide: (a) intellectual property and/or proprietary rights, whether registered or unregistered, including copyrights and patent right (including applications for patent protection); (b) publicity rights, trade dress, registered or otherwise protected trademarks, trade names, service marks, and protections from trademark dilution; (c) trade secrets, as defined in the Uniform Trade Secrets Act or its equivalent in applicable jurisdictions; and (d) proprietary products, services, know-how, techniques, business processes, configurations, and business methods. 
   15. “Messages” are any messages, such as audio messages, sent through the Service to Subscribers.
   16. “Order Form” means any quote provided by or on behalf of Para, online order form, or other ordering document through which Customer requests and/or acquires access to, use of, or receipt of any Service.
   17. “Personal Data” means information that identifies, relates to, describes, or is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, to a specific person.
   18. “Platform” means the retention marketing software-as-a-service products Para provides to Customer pursuant to this Agreement and one or more Order Forms. As referred to herein, the Platform includes all Software, Documentation, and Websites utilized by Para in connection with the foregoing.
   19. “Professional Services” means any implementations, conversion, training, development, consulting, or other professional services provided by Para to Customer pursuant to this Agreement and one or more Order Forms.
   20. “Services” means the Platform and Professional Services Para provides to Customer under or in connection with this Agreement and one or more Order Forms.
   21. “Software” means the software used by Para to provide and operate the Platform.
   22. “Subscribers” are individuals to whom Customer will send Messages through the Services.
   23. “Template” means certain templates or other materials provided by Para to help Customer communicate effectively with Subscribers.
   24. “Third-Party Interactions” means any third-party products, packages or services that are not provided by Para which link to the Services, or which are enabled in conjunction with the Services.
   25. “User” means each individual, which may include Customer and certain Customer Personnel (as applicable), who is authorized to access or use the Platform.
   26. “Websites” means the websites, including any and all sub-domains thereof and the features, functionalities, applications, browser extensions, and other services available through the foregoing used by Para to provide and operate the Platform.
2. The Platform.some text
   1. Provision of Access. Subject to the terms of this Agreement and the applicable Order Form, Para hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform during the term identified in the applicable Order Form, solely for use by Customer Users for Customer’s internal business purposes in accordance with this Agreement, the applicable Order Form, and as described in the Documentation. Customer’s rights with respect to the Platform shall terminate upon the expiration or earlier termination of the applicable Order Form.
   2. Documentation License. Subject to the terms and conditions contained in this Agreement, Para hereby grants Customer a non-exclusive, non-sublicensable, non-transferable, revocable license to use the Documentation during the term identified in the applicable Order Form solely for Customer’s internal business purposes in connection with its access to and use of the Platform.
   3. Support. Para may provide general technical and other support for the Platform as described in the Documentation. Notwithstanding the foregoing, Para has no obligations under the terms of this Agreement to provide Customer with any specific technical or other support with respect to the Platform.
   4. Accounts.

1. Each Account and Account ID is personal in nature and may only be used by the User assigned to the Account. Customer shall not allow any access to Customer’s Accounts or Customer’s Account IDs by anyone other than Customer and Customer’s authorized Users.
2. Customer agrees to change any Account ID (or close the applicable Account) immediately if an Account ID is lost, stolen or otherwise compromised and to immediately notify Para of such an incident.
3. Customer is fully responsible for all access to and use of the Platform associated with Customer’s Accounts and Customer’s Account IDs (whether lawful or unlawful) and for any actions taken through Customer’s Accounts (or using Customer’s Account IDs).
4. Customer agrees that all information provided in connection with establishing Customer’s Accounts: (i) will be true and complete; and (ii) will be promptly updated and kept accurate and current.
5. Neither Customer nor Customer’s Users may: (i) select or use an Account ID of another person with the intent to impersonate that person; or (ii) select or use an Account ID that Para, in its sole discretion, deems offensive in whole or in part.
6. Subject to any restrictions set forth herein, including restrictions on the disclosure of Confidential Information set forth herein, Customer authorizes Para to access any Account, including any Customer Data contained therein or accessible therefrom, as necessary to administer, operate or configure the Platform or provide the Services.

5. Restrictions. Customer shall not, and shall not permit others to: (a) access or use the Platform other than as set forth in the Documentation and this Agreement; (b) copy the Platform or Documentation, except as expressly permitted in this Agreement; (c) use the Platform in a service bureau or time sharing environment (including using the Platform to provide third parties a service consisting solely of the collection and entry of data and other information into the Platform); (d) modify, disassemble, reverse engineer, decompile, transfer or attempt to reconstruct or discover any source code or underlying idea, algorithms, file formats or programming interoperability interfaces of the Platform; (e) sell, assign, transfer, sublicense, lease, pledge, rent or otherwise share Customer’s rights under this Agreement; (f) create any derivative works based upon the Platform; (g) modify, obscure or remove any product identification or proprietary notices on the Platform or any copies thereof; (h) except as specified in the applicable Documentation, modify or incorporate the Platform into or with other software; (i) transmit or upload any software or materials that contain any viruses, worms, trojan horses, defects, time bombs or other items of a destructive nature through or in connection with Customer’s access to or use of the Platform; or (j) access or use the Platform in violation of any intellectual property right or other right of any person or any applicable law, regulation or rule.
6. Authorized Users. Customer may access and use the Platform solely as permitted under this Agreement and as described in the Documentation. Without limiting anything set forth herein, any access to or use of the Platform by Customer or on Customer’s behalf shall be solely by Customer and Customer’s officers, employees and contractors Customer authorizes to access and use the Platform on Customer’s behalf (“Customer’s Users”).
7. Use of Platform.

1. Customer acknowledges and agrees that under no circumstances will Para or any of its licensors or suppliers be responsible for any loss, damage or liability arising out of any mistakes or other errors made by Customer as a result of Customer’s access to or use of the Platform. Customer further agrees to maintain all security regarding Account IDs, passwords and connectivity with the Platform. If an Account ID is stolen or otherwise compromised and such theft or compromise is not due to the fault of Para, Para shall not be responsible for any ensuing unauthorized access to or use of the Platform.
2. Customer shall, at all times, be responsible for the actions of Customer Personnel in connection with Customer’s obligations under this Agreement, including any access to or use of the Platform. Customer shall ensure Customer Personnel: (i) do not breach the terms of this Agreement, including any restrictions set forth in this Agreement or the Documentation with respect to the access to or use of the Platform; and (ii) comply with all applicable laws in connection with this Agreement, including access to and use of the Platform. Customer acknowledges and agrees that any breach of this Agreement by Customer Personnel shall constitute Customer’s breach of this Agreement.

8. Suspension. Without limiting anything set forth herein, Para may immediately suspend all or part of Customer’s or Customer’s Users’ access to and use of the Platform (including access to and use of the applicable Account) if: (a) Para reasonably determines that Customer’s or any Customer’s User’s access to or use of the Platform could adversely affect the Platform, a third party’s use of services Para provides to such third party or the Para network or servers used to operate or provide the Platform; (b) there is suspected unauthorized third-party access to or use of the Platform; (c) Para reasonably believes that immediate suspension is required to comply with applicable laws; (d) Customer or one or more of Customer’s Users is in breach of Sections 2.4, 2.5, 2.6, 2.9 or the Terms of Service; or (e) Customer fails to pay amount when due hereunder. Para will reinstate any access to or use of the Platform suspended pursuant to this Section 2.8 when Para determines, in its sole discretion, the circumstances giving rise to the suspension have been resolved. Unless prohibited by applicable law and where reasonably possible, Para will provide Customer with prior notice of any such suspension and the basis for any such suspension.
9. Export Restrictions. Customer shall not remove or export from the United States or allow the export or re-export of the Platform or anything related thereto, or any direct product thereof, in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.
10. Third-Party Interactions. Customer’s use of any Third-Party Interactions shall be at Customer’s choice and sole discretion. To the extent Customer decides to use Third-Party Interactions, Customer’s access and use of such Third-Party Interactions shall be governed solely by the terms and conditions of such Third-Party Interactions as between Customer and the third party. In the event Customer enables, installs, connects, or provides access to any Third-Party Interactions for use with the Services, Customer (a) permits the transmission of Customer Data to such Third-Party Interactions at Customer’s direction; b) permits such Third-Party Interactions to access the Customer Data at Customer’s direction; and (c) will provide notice to Para of any transmission of Customer Data and provide notice to Para of the identity of such third party (unless notice is provided in connection with an API call). Para does not license, support, control, endorse or otherwise make any representations or warranties regarding any Third-Party Interactions, notwithstanding that Para may have identified such Third-Party Interaction that Customer subsequently decided to use, and notwithstanding that Customer has directed Para to implement or configure such Third-Party Interactions on Customer’s behalf.
11. Integrated Services. Customer acknowledges that the Platform integrates or interoperates with certain third-party telephony, short message service (SMS), and/or facsimile services and that the Platform is subject to pass-through terms from such third-party vendors. Accordingly, Para may modify this Agreement or any applicable Order Form upon at least thirty (30) days’ written notice to Customer if reasonably necessitated due to changes imposed by such third-party providers. Customer’s failure to comply with such modified terms may result in the termination of certain critical services from Para’s vendors which would impact all of Para’s customers. 
12. Reservation of Rights. Para reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any Intellectual Property rights or other right, title, or interest in or to the Platform.

3. Customer Data.some text
   1. Use of Customer Data. Customer grants Para the non-exclusive, worldwide, sublicensable right to use, copy, store, disclose, transmit, transfer, publicly display, modify, and create derivative works from Customer Data only as necessary to: (a) provide the Services or to administer, operate, or configure the Platform; (b) create and compile Aggregated Data; and (c) as otherwise required by applicable laws or as agreed to in writing between the Parties.
   2. Security. Para will take, for as long as it processes Customer Data, appropriate and applicable technical and organizational information security measures that are compliant with applicable laws and are intended to keep Customer Data reasonably secure and protect it from unauthorized or unlawful processing and accidental loss, destruction or damage. Customer and Subscribers will not share confidential information with Para.
   3. Data Processing Addendum. The DPA will apply where Para processes Customer Personal Data (as defined in the DPA) that is subject to Data Protection Law (as defined in the DPA) on behalf of Customer.
   4. Aggregated Data. Para may process Aggregated Data for internal business purposes, such as to: (a) track use of Services for billing purposes; (b) provide support; (c) monitor the performance and stability of the Services; (d) prevent or address technical issues with the Services; (e) to improve Services, the Platform, its other products and services, and to develop new products and services; and (f) for all other lawful business purposes, such as analytics, benchmarking, and reports. 
   5. Customer Obligations. Customer is responsible for its Customer Data, including its content and accuracy, and will comply with applicable laws when using the Services. Customer represents and warrants that it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary (including from Subscribers) for Para to process Customer Data as set forth in this Agreement without violating or infringing any applicable laws (including without limitation Applicable Message Requirements), third-party rights, or terms or policies that apply to the Customer Data.
   6. Removal. Within thirty (30) days after the expiration or earlier termination of this Agreement, Para will remove Customer Data from the Platform and securely erase or destroy all or any part of Customer Data in Para’s possession. Customer acknowledges and agrees that Para shall not have any obligation to provide Customer with any access to Customer Data more than thirty (30) days after the expiration or earlier termination of this Agreement.
4. Professional Services.some text
   1. Scope of Professional Services. Para will perform the Professional Services, including providing all Deliverables, as specified and in the quantities set forth in the applicable Order Form. All Professional Services shall be described and documented in one or more Order Forms unless otherwise expressly agreed to by the Parties in writing.
   2. Changes in Scope of Professional Services. Either Party may propose changes to the scope of the Professional Services to be provided pursuant to this Agreement and the applicable Order Form by delivery of a written notification to the other Party describing the desired changes (“Change Request”). Upon delivery of a Change Request, the Parties shall negotiate in good faith any modifications necessary to the applicable Order Form, or any separate written agreement between the Parties concerning such Professional Services, including changes to the cost or time of delivery associated with the Change Request. Notwithstanding the foregoing, no Professional Services will be modified or changed until the Parties agree upon a Change Request and execute a written change order or other amendment to the applicable Order Form or any separate written agreement between the Parties concerning such Professional Services.
   3. Performance Schedule; Delays. In the event any delay in the performance of the Professional Services occur as a result of Customer’s failure to cooperate or ultimately perform Customer’s obligations applicable to such Professional Services, Para shall not incur any liability for Para’s non-performance in the delivery of such Professional Services as a result of such delay.
5. Ownership.some text
   1. Platform. As between the Parties, Para owns all right, title and interest in and to the Platform, including any outputs, analytics, improvements, modifications, enhancements, additions and derivatives therein, thereto or thereof and any and all Intellectual Property rights in the foregoing. Customer does not acquire any rights, express or implied, in the foregoing other than those specified in this Agreement.
   2. Feedback. By submitting Feedback to Para in any way, Customer acknowledges and agrees that: (a) the Feedback does not contain confidential or proprietary information; (b) Customer is not under any obligation of confidentiality, express or implied, with respect to the Feedback; (c) Para shall be entitled to disclose (or choose not to disclose) such Feedback for any purpose and in any way; (d) Para may have something similar to the Feedback already under consideration or in development; (e) any Feedback which is not subject to a patent automatically becomes Para’s property without obligation to Customer; and (f) Customer is not entitled to any compensation or reimbursement of any kind from Para under any circumstances with respect to or in connection with any such Feedback.
   3. Aggregated Data. Para owns all right, title and interest in and to any Aggregated Data. Customer does not acquire any rights, express or implied, in any Aggregated Data, other than those specified in this Agreement.
   4. Customer Data. As between the Parties, Customer owns all right, title and interest in and to Customer Data, irrespective of whether Customer Data is stored via the Platform or in any databases created using the Platform. For clarity, the foregoing only applies to the individual components of Customer Data and does not include any Para Intellectual Property incorporated in or applied to Customer Data through or in connection with the operation of the Platform. Para does not acquire any rights, express or implied, in Customer Data, other than those specified in this Agreement.
   5. Third-Party Intellectual Property. Customer acknowledges that Para may have incorporated into the Platform Intellectual Property owned by third parties (collectively, “Third-Party Intellectual Property”) and Customer agrees that Customer’s right to use the portions of the Platform containing Third-Party Intellectual Property may be subject to Customer’s agreement to additional licensing terms concerning such Third-Party Intellectual Property. Customer’s express agreement to such additional licensing terms may be required before Customer can access and use certain Third-Party Intellectual Property. Without limiting the foregoing, Customer acknowledges that the Platform may include or use software subject to open-source license agreements that apply, to the extent not in conflict with such agreements, to Customer’s access to and use of such software in addition to and not in lieu of the terms and conditions of this Agreement.
   6. Deliverables. Unless otherwise expressly agreed in writing by the Parties, Para retains all right, title and interest in and to the Professional Services and the Deliverables created, provided or made available by Para through or in connection with the Professional Services, excluding any Customer Intellectual Property incorporated therein. Without limiting anything set forth in this Agreement, the applicable Order Form, or any other written agreement between the Parties concerning the Professional Services, Customer represents and warrants to Para that Customer has all necessary rights in and to any Customer Intellectual Property incorporated in, or otherwise utilized by, any Deliverables and any Customer Intellectual Property incorporated therein or utilized thereby shall not infringe any third party’s Intellectual Property rights.
6. Fees and Payments.some text
   1. Fees and Charges. Customer will pay Para the Fees and Charges as mutually agreed upon and as described in the applicable Order Form, including Fees or Charges that must be paid in advance or Fees or Charges automatically collected by Para, without offset or deduction. Customer’s authorization to access and use the features of the Platform subject to Fees and receipt of any Professional Services are contingent on Customer’s payment of all applicable Fees. Except as otherwise set forth in this Agreement, all Fees will be non-refundable once paid to or collected by Para (including upon any expiration, suspension, or earlier termination of this Agreement).
   2. Subscriptions and Auto-renewal. Para may offer some services as automatically-renewing subscriptions, e.g., a one-week subscription, one-month subscription, or three-month subscription as described in the applicable Order Form. IF CUSTOMER PURCHASES AN AUTOMATICALLY RENEWING SUBSCRIPTION, CUSTOMER’S SUBSCRIPTION WILL RENEW AT THE END OF THE PERIOD, UNLESS CUSTOMER CANCELS, AT PARA’S THEN-CURRENT PRICE FOR SUCH SUBSCRIPTIONS. To avoid charges for a new subscription period, Customer must cancel, as described in the applicable Order Form, before the end of the then-current subscription period. Deleting Customer’s account or deleting the application from Customer’s device does not cancel Customer’s subscription. Customer will be given notice of changes in the pricing of the Fees and Charges to which Customer has subscribed and an opportunity to cancel. If Para changes these prices and Customer does not cancel Customer’s subscription, Customer agrees that Customer will be charged at Para’s then-current pricing for subscription.
   3. Refunds. For subscribers residing in Arizona, California, Colorado, Connecticut, Illinois, Iowa, Minnesota, New York, North Carolina, Ohio, Rhode Island, and Wisconsin, the terms below apply:

YOU MAY CANCEL YOUR SUBSCRIPTION, WITHOUT PENALTY OR OBLIGATION, AT ANY TIME PRIOR TO MIDNIGHT OF THE THIRD BUSINESS DAY FOLLOWING THE DATE YOU SUBSCRIBED (EXCLUDING SUNDAYS AND HOLIDAYS). IN THE EVENT THAT YOU DIE BEFORE THE END OF YOUR SUBSCRIPTION PERIOD, YOUR ESTATE SHALL BE ENTITLED TO A REFUND OF THAT PORTION OF ANY PAYMENT YOU HAD MADE FOR YOUR SUBSCRIPTION WHICH IS ALLOCABLE TO THE PERIOD AFTER YOUR DEATH. IN THE EVENT THAT YOU BECOME DISABLED (SUCH THAT YOU ARE UNABLE TO USE PARA) BEFORE THE END OF YOUR SUBSCRIPTION PERIOD, YOU SHALL BE ENTITLED TO A REFUND OF THAT PORTION OF ANY PAYMENT YOU HAD MADE FOR YOUR SUBSCRIPTION WHICH IS ALLOCABLE TO THE PERIOD AFTER YOUR DISABILITY BY PROVIDING THE COMPANY NOTICE IN THE SAME MANNER AS YOU REQUEST A REFUND.

To request a refund under this section, please send an email to info@usepara.com.

4. Payment Mechanisms. If Customer has specified credit card or direct withdrawal from a bank account as a payment mechanism under this Agreement, Customer grants Para the right to charge the credit card or debit the bank account provided to Para for all Fees and Charges incurred under this Agreement.
5. Late Payments. Until paid in full, all past due amounts will bear an additional charge of the lesser of 1.5% per month or the maximum amount permitted by applicable law, whichever is lower.
6. Changes. Para may change any portion of the Fees or Charges upon the renewal of this Agreement, such changes to take effect at the beginning of the Renewal Term.
7. Taxes. Fees, Charges and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local government or regulatory authority on any amounts payable by Customer hereunder, other than taxes on Para’s income.

7. Confidentiality.some text
   1. Non-Disclosure. The Receiving Party shall keep in strict confidence and trust all Confidential Information of the Disclosing Party. The Receiving Party shall not, without the prior written consent of the Disclosing Party, disclose the Disclosing Party’s Confidential Information to any third party (other than to the Receiving Party’s employees, agents, or representatives on a need-to-know basis who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein).
   2. Use of Confidential Information. The Receiving Party shall not use Confidential Information except and solely for the performance of the Receiving Party’s obligations under this Agreement.
   3. Protection of Confidential Information. The Receiving Party shall use the same care and discretion to avoid disclosure of the Disclosing Party’s Confidential Information as it uses with its own confidential or proprietary information, and in no event with less than reasonable care.
   4. Exceptions. As used in this Agreement, the term Confidential Information does not include information that demonstrably: (a) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party; (b) was possessed by the Receiving Party prior to being furnished by the Disclosing Party, provided that the source of such information was not known by the Receiving Party to be bound by a confidentiality agreement with, or other obligations of confidentiality to, the Disclosing Party or any third party with respect to such information; (c) is independently developed by the Receiving Party without breach of this Agreement; or (d) becomes available to the Receiving Party from a source other than the Disclosing Party that is permitted to disclose such information, provided that such source is not bound by a confidentiality agreement with, or other obligation of confidentiality to, the Disclosing Party or any third party with respect to such information.
   5. Required Disclosures. It shall not be a violation of Section 7.1 for the Receiving Party to disclose the Disclosing Party’s Confidential Information in response to a subpoena or other legal process served upon the Receiving Party or where applicable law requires the disclosure of such information, provided that: (a) if not prohibited under applicable law, the Receiving Party, prior to disclosing such information, gives reasonable prior written notice to the Disclosing Party sufficient to permit the Disclosing Party to seek, at the Disclosing Party’s sole cost and expense, a protective order if it so chooses; and (b) in all cases, the Receiving Party discloses only that information that is legally required to be disclosed. For clarity, any of the Disclosing Party’s Confidential Information the Receiving Party discloses pursuant to this Section 7.5 shall remain subject to the confidentiality requirements under this Agreement for all other purposes.
   6. Remedies. The Receiving Party acknowledges and agrees that the Disclosing Party may be irreparably harmed if the Disclosing Party’s Confidential Information were to be disclosed to third parties, or if any use were to be made of such Confidential Information other than as permitted under this Agreement and further agrees that the Disclosing Party shall have the right to seek injunctive relief upon any violation or threatened violation of the terms of this Section 7, in addition to all other rights and remedies available at law or in equity, without having to post a bond or other security.
   7. Return/Destruction of Confidential Information. Except as otherwise set forth in this Agreement, upon the expiration or termination of this Agreement for any reason, or upon the Disclosing Party’s written request, the Receiving Party shall return to the Disclosing Party all Confidential Information of the Disclosing Party, together with any copies thereof, or, if requested by the Disclosing Party, destroy the same. Upon the Disclosing Party’s request, the Receiving Party shall provide written certification of its compliance with this Section 7.7.
   8. Survival of Confidentiality Obligations. The Receiving Party’s obligation to maintain the confidentiality of the Disclosing Party’s Confidential Information shall be in effect during the Term and for a period of 5 years after the expiration or earlier termination of this Agreement. Notwithstanding anything to the contrary in this Agreement, the obligations of confidentiality with respect to a trade secret of the Disclosing Party shall continue in effect so long as such Disclosing Party protects such Confidential Information as a trade secret under applicable trade secret laws.
8. Term and Termination.some text
   1. Term. This Agreement shall become effective on the date of Customer’s acceptance hereof (the “Effective Date”) and shall continue for a period of twelve (12) months (the “Initial Term”). Thereafter, this Agreement will automatically renew for additional, successive twelve (12) month terms (each, a “Renewal Term” and, together with the Initial Term and any and all Renewal Terms, the “Term”) unless either Party provides notice of non-renewal to the other Party no less than 30 days prior to the expiration of the Initial Term or the then-current Renewal Term. Notwithstanding the foregoing, this Agreement shall remain in effect with respect to any Order Form entered into hereunder which is not also terminated until any such Order Form expires or is terminated in accordance with this Agreement or the express terms set forth in such Order Form.
   2. Termination. In addition to any other express termination or suspension right set forth in this Agreement:

1. Para may terminate any feature or function of the Services upon sixty (60) days’ prior written notice if a feature or function of the Services is being generally discontinued, in which case Para will credit or refund any allocable prepaid Charges and Fees on a prorated basis; provided, however, with respect to any feature or function of the Services that is provided by a third party or otherwise utilizes or relies on any third-party Intellectual Property, including, without limitation, Third-Party Intellectual Property and Third-Party Interactions (a “Third-Party Feature”), Para may terminate any such Third-Party Feature immediately upon notice to Customer in the event Para’s rights to make such Third-Party Feature available to Customer through the Services terminates or expires;
2. Para may terminate this Agreement or any applicable Order Form, effective on written notice to Customer, if Customer: (i) fails to pay any amount when due hereunder, and such failure continues for more than thirty (30) days after Para’s delivery of written notice thereof; or (ii) breaches any of Customer’s obligations under Sections 2.4, 2.5, 2.6, 2.7, 2.9 or the Terms of Service;
3. either Party may terminate this Agreement or any applicable Order Form, effective on written notice to the other Party, if the other Party materially breaches this Agreement or an Order Form, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured for a period of thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; and
4. either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

3. Effects of Termination. Without limiting any other effects of termination set forth in this Agreement or any applicable Order Form, upon termination of this Agreement or an Order Form, as applicable, Customer shall immediately discontinue access to and use of and shall have no further right to access, use or receive the applicable Services. Termination will not affect Customer’s obligations to pay any and all Fees or Charges that have become due before such termination, nor shall termination of this Agreement or any Order Form entitle Customer to any refund. Further, termination shall not relieve Customer of any liabilities or obligations arising before the date of such termination. Para shall immediately initiate removal of Customer Data pursuant to Section 3.5.

9. Representations, Warranties and Covenants; Disclaimers.some text
   1. Mutual Representations and Warranties of the Parties. Each Party represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws of the applicable jurisdiction; (b) it is duly qualified to do business and is in good standing in every jurisdiction in which qualification is required; (c) it has full right, power and authority to enter into this Agreement and to perform its obligations hereunder; (d) the execution of this Agreement by the Party will not violate, conflict with, require consent under, or result in any breach or default under the provision of any contract or agreement to which the Party is a party or to which any of its material assets are bound; and (e) this Agreement has been properly executed and constitutes the legal, valid and binding obligation of the Party, enforceable against the Party in accordance with its terms.
   2. Customer Representations, Warranties and Covenants. Customer represents, warrants, and covenants that: (a) Customer’s access to, use of and receipt of the Services is at Customer’s own risk and Para shall not be liable for any damages arising, directly or indirectly, from Customer’s or Customer’s Personnel’s access to, use of or receipt of the Services, including reliance on the information, analysis and other data available or otherwise provided by Para through or in connection with the Services; (b) the posting and use of Customer Data on or through the Platform does not and will not violate the privacy rights, publicity rights, copyrights, contract rights, Intellectual Property rights, or other rights of any person or entity; (c) the upload, posting or other submission of Customer Data to the Platform does not and will not result in a breach of contract between Customer and any third party; (d) when using the Services, including when using the Services to send Messages, Customer will, and will cause Customer’s Personnel to: (i) comply with and maintain appropriate records to demonstrate its compliance with Applicable Message Requirements; (ii) ensure the content of all Messages complies with Applicable Message Requirements, including all applicable form, content and unsubscribe requirements; (iii) send Messages only to Subscribers to whom Customer has provided all notices and from whom Customer has obtained all consents, each as required by applicable laws, including without limitation Applicable Message Requirements, at the time Customer sends the Messages; and (iv) promptly notify Para of all requests made by Subscribers to stop receiving Messages from Customer; and (e) any consumer contact information provided by Customer to Para has been collected in accordance with Applicable Message Requirements. Customer’s responsibilities as set forth in this Section 9.2 and this Agreement will remain the sole responsibility and liability of Customer notwithstanding that Para may offer Templates, advice, guidance or suggestions relating to any of the matters that are Customer’s responsibility and notwithstanding that Para may be engaged to provide services related to such responsibilities of Customer.
   3. Para Representations, Warranties and Covenants. Para represents, warrants and covenants that: (a) Para will perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar purposes; (b) Para implements and maintains appropriate technical, physical and organizational measures to protect Customer Data from accidental or unlawful destruction, loss, alteration, damage and unauthorized disclosure or access; and (c) Para will provide the Services in compliance with all applicable federal, state and local laws, rules and regulations.
   4. Disclaimer of Warranties. OTHER THAN AS EXPRESSLY STATED IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, CUSTOMER ACKNOWLEDGES AND AGREES THAT:

1. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITH ALL FAULTS WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, QUIET POSSESSION, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN PARA, ITS AFFILIATES, OR THIRD PARTIES SHALL CREATE A WARRANTY OF ANY KIND OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY EXPRESSLY GRANTED HEREIN.
2. PARA MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY OF THE RESULTS FROM THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY THIRD PARTY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE WITH ANY SOFTWARE, SYSTEMS OR OTHER SERVICES OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR-FREE. CUSTOMER ASSUMES THE ENTIRE RISK AS TO THE ACCESS TO, USE OF AND RECEIPT OF THE SERVICES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, UPDATES OR OTHERWISE.
3. PARA EXPRESSLY DISCLAIMS THAT THE SERVICES WILL BE WITHOUT ERROR OR INVULNERABLE TO VIRUSES, WORMS, OR OTHER HARMFUL SOFTWARE.
4. PARA DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA, INCLUDING ANY CUSTOMER DATA, COLLECTED, STORED, TRANSMITTED, OR OTHERWISE USED IN CONNECTION WITH CUSTOMER’S AND CUSTOMER’S PERSONNEL’S ACCESS TO, USE AND RECEIPT OF THE SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO CUSTOMER.

10. Indemnification.some text
    1. Indemnification by Para.

1. Para shall indemnify, defend, and hold Customer and its Affiliates, and its and their officers, directors, employees, agents and attorneys (“Customer Indemnified Parties”) harmless from and against any and all losses, settlements, claims, actions, suits, proceedings, investigations, judgments, awards, damages and liabilities (collectively, “Losses”), and shall reimburse such Customer Indemnified Party for any and all legal (including reasonable attorneys’ fees), accounting and other fees, costs and expenses reasonably incurred in connection with investigating, mitigating or defending against any such Loss (collectively, “Expenses”) where such Losses or Expenses are sustained, incurred by or asserted against Customer Indemnified Party and arise out of a third-party claim that the Services infringe or misappropriate such third party’s Intellectual Property rights (“Infringement Claim”).
2. Para’s indemnification obligations shall not apply to any Loss or Expense based on: (i) Customer’s access to, use or receipt of the Services in any manner not expressly permitted under this Agreement or the Documentation or otherwise without Para’s prior written permission; (ii) Customer’s use or combination of the Services with non-Para provided software, data, hardware, equipment or technology except for uses or combinations that are approved in advance by Para in writing or any combination made in connection with the customary, ordinary and intended access to, use or receipt of the Services; (iii) Customer’s access to, use or receipt of the Services after receiving notice that the Services infringe upon a third party’s Intellectual Property rights; or (iv) any Loss or Expense for which Customer is contractually obligated to indemnify, defend or hold Para harmless.
3. If an Infringement Claim is made or reasonably appears possible, Customer agrees to permit Para, at Para’s sole discretion, to: (i) modify or replace the Services, or component or part thereof, to make them non-infringing; or (ii) obtain the right for Customer to continue to access, use or receive the Services. If Para determines that neither alternative is reasonably available, Para may terminate this Agreement or the applicable Order Form(s) with respect to the affected component or part, effective immediately on written notice to Customer, and credit or refund any allocable prepaid Charges and Fees on a prorated basis.
4. This Section 10.1 sets forth Customer’s sole remedy and Para’s sole liability and obligation for any actual, threatened or alleged Infringement Claim. In no event will Para’s liability under this Section 10.1 exceed the amounts paid to Para under the applicable Order Form(s) in the twelve (12) months immediately preceding the event giving rise to such Infringement Claim.

2. Indemnification by Customer. Customer shall indemnify, hold harmless and defend Para and its Affiliates, and its and their officers, directors, employees, agents and attorneys (“Para Indemnified Parties”) from and against any and all Losses or Expenses that are sustained or incurred by, or asserted against, any Para Indemnified Party arising out of: (a) Customer’s negligence or more culpable conduct; (b) Customer’s breach of any representation, warranty or covenant made by Customer under this Agreement; (c) Customer’s access to, use or receipt of the Services in a manner not authorized by this Agreement, the applicable Order Form(s) or the applicable Documentation; (d) Customer’s access to, use or receipt of the Services in combination with any data, software, hardware, equipment or technology not provided by Para or authorized in advance by Para in writing, including in the Documentation, or any combination made in connection the customary, ordinary and intended access to, use or receipt of the Services, where such Loss or Expense would not have arisen but for such combination; (e) modifications to the Services not made by Para where such Loss or Expense would not have arisen but for such modification; (f) Customer Data uploaded or transmitted to the Services by Customer or User; or (g) any claim that Customer’s access to, use or receipt of the Services infringes or constitutes a wrongful use of any third party’s Intellectual Property rights, any right of publicity or privacy or is libelous or defamatory where such claim arises from Customer’s access to, use or receipt of the Services in violation of this Agreement, the applicable Order Form(s) or the applicable Documentation.
3. Procedure. In the event a Party is entitled to indemnification pursuant to this Agreement, the Party seeking indemnification shall provide the indemnifying Party with: (a) prompt written notification of any such Losses or Expenses; (b) sole control and authority over the defense or settlement thereof, provided that if any settlement requires any actions or admissions by the indemnified Party, then the settlement will require the indemnified Party’s prior written consent; and (c) at the indemnifying Party’s expense, all available information and reasonable assistance necessary to settle and/or defend any such Losses or Expenses. Failure by the indemnified Party to provide prompt notice of a Loss or Expense or to provide sole control and authority or information and assistance shall not relieve the indemnifying Party of its indemnification obligations under this Agreement, except and solely to the extent the indemnifying Party is materially prejudiced by such failure. The indemnified Party may, at the indemnified Party’s own expense, have its own counsel present at, and participate in, all proceedings or negotiations relating to a Loss or Expense.

11. Limitation of Liability.some text
    1. General. IN NO EVENT SHALL PARA BE LIABLE TO CUSTOMER UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (EVEN IF PREVIOUSLY APPRISED OF THE POSSIBILITY THEREOF), WHETHER THE BASIS OF THE LIABILITY IS BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTORY OR ANY OTHER LEGAL THEORY, OR FOR ANY ERROR OR INTERRUPTION OF USE; INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES OR PROFITS, LOSS OF GOODWILL OR REPUTATION OR COST OF REPLACEMENT GOODS OR SERVICES. IN NO EVENT SHALL THE AMOUNT OF PARA’S LIABILITY TO CUSTOMER UNDER ANY AND ALL CLAIMS FOR LOSS OR LIABILITY BASED UPON, ARISING OUT OF, RESULTING FROM OR IN ANY WAY CONNECTED WITH PARA’S PERFORMANCE OR BREACH OF THIS AGREEMENT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO PARA HEREUNDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE ACT GIVING RISE TO THE LIABILITY.
    2. Customer Actions/Inactions. FOR THE SAKE OF CLARITY AND NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, PARA SHALL NOT BE RESPONSIBLE OR LIABLE UNDER THIS AGREEMENT FOR ANY COSTS, EXPENSES, DAMAGES OR LIABILITIES, AND CUSTOMER SHALL BEAR ALL RESPONSIBILITY, WITH RESPECT TO ANY DAMAGES OR LIABILITIES CAUSED BY OR ARISING FROM: (a) CUSTOMER’S VIOLATION OF ANY APPLICABLE LAW OR ANY THIRD PARTY CLAIM ASSOCIATED WITH THE CUSTOMER DATA OR CUSTOMER INTELLECTUAL PROPERTY; (b) CUSTOMER’S ACTIONS OR INACTIONS (UNLESS AT THE SPECIFIC DIRECTION OF PARA); OR (c) CUSTOMER’S FAILURE TO FULFILL ITS RESPONSIBILITIES UNDER THIS AGREEMENT.
12. Subcontractors. Para may subcontract the performance of any of its duties or obligations under this Agreement to any person. Para shall be responsible for the acts and omissions of each subcontractor to the same extent as if such acts or omissions were those of Para and shall be responsible for all fees and expenses payable to any subcontractor.
13. Notices. Customer shall provide an email address for notices under this Agreement. All notices or other communications permitted or required to be given under this Agreement shall be sent by email to the email address provided by the other Party for such purpose and shall be deemed given when sent. Notices to Para shall be sent to info@usepara.com. If Customer fails to provide an email address for notices, Para may provide notices under this Agreement by any means reasonably calculated to provide Customer with actual notice thereof.
14. Trials Periods, Beta Services. some text
    1. General. From time to time, (a) Para may make the Services available to Customer for evaluation purposes until the earlier of (i) the end of the trial period as stated on the Order Form; (ii) the start of any purchased access to the Services through an Order Form (which may include charges for Messages exceeding the applicable trial period limit); or (iii) termination by Para in Para’s sole discretion (the “Trial Period”); and (b) Para may (x) invite Customer to try products or features related to the Services that are not generally available to all of Para’s Customers (y) release products or features related to the Services that are identified in the Platform as beta, preview, pilot, limited release, or by a similar designation (collectively, the “Beta Services”). Use of such Beta Services may include additional rules or restrictions on their use. Para may discontinue the Beta Services at any time in its sole discretion, and Para may decide not to make the Beta Services generally available.
    2. Cancellation of Trial Period. If Customer signs up for a Trial Period and does not cancel, the Trial Period may convert into a paid subscription and Customer’s payment method will be charged at the then-current price for such subscription. One a Trial Period converts to a paid subscription, Customer’s paid subscription may continue to automatically renew at the end of each period as stated on through an Order Form, and Customer’s payment method will be charged, until Customer cancels. To avoid charges for a new subscription period, Customer must cancel before the end of the then-current subscription period or Trial Period as stated on an Order Form. Deleting Customer’s account or deleting the application from Customer’s device does not cancel the Trial Period. 
    3. No Warranty. Trial Periods and Beta Services may be provided for evaluation or testing purposes only, and, therefore, may contain bugs or errors, and may not be as reliable as other features of the Services. Notwithstanding Section 9, Trial Periods and Beta Services are provided “as-is,” AND PARA MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, AND PARA HEREBY DISCLAIMS ALL IMPLIED WARRANTIES WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE FOREGOING.
    4. No Indemnification. Notwithstanding Section 10, during the Trial Period and for any Beta Services, Section 10.1 shall not apply.
15. Miscellaneous.some text
    1. Governing Law and Venue. This Agreement is governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Texas. Any legal suit, action or proceeding arising out of or relating to this Agreement or the licenses granted hereunder will be instituted exclusively, and will take place, in the United States District Court for the District of Texas or the courts of the State of Texas covering Dallas, Texas, as appropriate. Each Party agrees to submit to the personal jurisdiction of each of these courts for the purpose of litigating claims or disputes, hereby waives any right to a jury trial and agrees to remain bound by any and all limitations of liability and damages included in this Agreement.
    2. Compliance with AUP. Customer shall comply with the AUP and shall cause its Customer Personnel. Customer shall indemnify and hold Para harmless from and against all claims, expenses, liabilities, losses or other damages (including attorneys’ fees and expenses) arising in favor of any person, firm or corporation relating to violation of the AUP. Para may cancel or suspend the provision of, or move to a different platform, the whole or any part of any Service which is determined to be a violation of, or no longer permitted under, any aspect of the AUP. Para reserves the right, at its sole discretion, to monitor Customer’s traffic patterns, and to determine if a Service is being used in violation of the AUP. Violation of the AUP may result in civil or criminal liability, and Para in its sole discretion, in addition to any remedy that it may have at law or in equity, may immediately terminate permission for Customer to use the Services, or any portion of the Services, and may charge Customer any applicable rates and cancellation or termination fees. In addition, Para may investigate incidents that are contrary to the AUP and provide requested information to third parties who have provided notice to Para stating that they have been harmed by Customer’s failure to abide by the AUP or the rest of the Agreement. Para may bring legal action to enjoin violations and/or collect damages caused by any violation of any part of the AUP. Any violations or attempted violations of the AUP by Customer (or its customers or end users, or any third party on behalf of any of the foregoing) will constitute a violation of the AUP by Customer and a material breach of the Agreement. Para’s failure to enforce this policy in every instance in which it might have application does not amount to a waiver of Para’s rights.
    3. Relationship of the Parties. It is expressly agreed that the Parties are independent contractors and, except as, and solely to the extent, expressly set forth in this Agreement, the relationship between the Parties shall not constitute a partnership, joint venture, or agency. Neither Party shall have the authority to make any statements, representations, or commitments of any kind, or to take any action, which shall be binding on the other Party, without the prior written consent of such other Party or as otherwise, and solely to the extent, expressly set forth in this Agreement.
    4. Interpretation. The headings contained in this Agreement are for convenience only and shall not be interpreted to limit or otherwise affect the terms of this Agreement. For purposes of this Agreement: (a) references to clauses and sections are references to clauses or sections of this Agreement unless otherwise stated; (b) words used in the singular include the plural and vice versa, as the context may require; (c) the words “include”, “includes”, and “including” are deemed to be followed by the words “without limitation”; (d) the words “herein”, “hereof”, “hereby”, “hereto”, and “hereunder” refer to this Agreement as a whole; (e) the word “or” is not exclusive; and (f) unless context otherwise requires, references herein: (i) to a defined term that includes other defined terms (e.g., Platform) are deemed to be followed by “(in whole or in part)”; (ii) to an agreement, instrument, or other document means such agreement, instrument or document as amended, supplemented or modified from time to time to the extent permitted by the provisions hereof; and (iii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The Order Form(s), schedules, exhibits, and other attachments referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.
    5. Amendment and Modification. No amendment or modification of this Agreement shall be valid except by written amendment signed by Para’s and Customer’s authorized representatives. Para reserves the right (at its discretion and without notice to or consent of Customer) to continually improve, update, and offer new versions of the Services during the Term to reflect changes in, among other things, laws, regulations, rules, technology, industry practices, patterns of use, and cyberthreat environment and capabilities. Such changes will not lead to a material degradation of the Services’ overall functionality.
    6. Waiver. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    7. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
    8. No Third-Party Beneficiaries. The rights, remedies, obligations and liabilities arising under or in connection with this Agreement are, except as otherwise expressly set forth herein, solely intended to apply to the Parties to this Agreement and their respective successors and assigns. Without limiting the generality of the foregoing, nothing in this Agreement, whether express or implied: (a) is intended to confer any rights or remedies under or in connection with this Agreement to Customer Personnel or any third party; (b) is intended to relieve or discharge the obligation or liability of any third party to a Party; or (c) give any third party any right of subrogation or action over or against a Party.
    9. Marketing. Notwithstanding anything to the contrary in this Agreement, Customer authorizes Para to refer to Customer as a customer and include Customer’s name, word mark or logo in Para’s marketing materials, including on Para’s commercial websites. Customer also authorizes Para to use Customer’s name, word mark or logo in other promotional efforts. Para may use Customer’s Messages (in whole or in part) including but not limited to on the Services or Para’s Website as examples of mobile messaging campaigns.
    10. Assignment. Customer shall not assign any of Customer’s rights or delegate any of Customer’s obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Para, provided that Customer may assign its rights or obligations under this Agreement in connection with a merger, consolidation, or the sale of all or substantially all of its assets or stock without the prior written consent of Para, but with written notice. Any purported assignment or delegation in violation of this Section 15.10 will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder arising prior to such assignment or delegation. This Agreement is binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.
    11. Force Majeure. Neither Party shall be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if, and to the extent, such failure or delay is caused by any circumstances beyond such Party’s reasonable control, including acts of God, flood, fire, earthquake, explosion, epidemic or pandemic, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo or other similarly disruptive events, whether or not such events are of a similar type or nature to the previously listed events (a “Force Majeure Event”). Notwithstanding the foregoing, no Force Majeure Event will relieve Customer of its payment obligations under this Agreement.
    12. Survival. The provisions of this Agreement which by their nature are intended to survive the expiration or earlier termination of this Agreement shall continue as valid and enforceable obligations of the Parties notwithstanding any such termination, cancellation, completion or expiration. Without limiting the foregoing, the provisions regarding confidentiality, indemnity and limitations of liability shall survive the expiration or earlier termination of this Agreement.
    13. Conflicts. In the event of any inconsistency between the statements made in the body of this Agreement, the Order Forms and any other documents incorporated herein by reference, the following order of precedence governs: (a) this Agreement; (b) the applicable Order Form(s); and (c) any other document incorporated herein by reference unless such document expressly provides that it is modifying this Agreement and is signed by an authorized representative of Para and Customer.
    14. No Exclusivity. Nothing herein shall restrict Para’s right to contract with any third party to provide products or services similar to those provided by Para to Customer under this Agreement.
    15. Electronic Communications. The communications between Para and Customer use electronic means, whether Customer accesses, uses or receives the Services or communicates with Para via email, or whether Para posts notices on or through the Platform or communicates with Customer via email. For contractual purposes, each Party consents to receive communications from the other Party in electronic form. Further, Customer agrees that all notices, disclosures and other communications that Para provides to Customer electronically satisfy any legal requirement that such communications would satisfy if they were provided in a hardcopy writing. The foregoing does not affect either Party’s non-waivable rights.

Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Parties with respect to the transactions contemplated herein and supersedes any and all prior or contemporaneous oral or written communications or agreements with respect to the subject matter hereof. No usage of trade, or other regular practice or method of dealing between the Parties or others, will be used to modify, interpret, supplement or alter in any manner the express terms of this Agreement. If any document issued by Customer includes any reference that is inconsistent with the provisions of this Agreement, such references shall be null and void despite no objection being stated by Para.