Parslee.AI Terms of Service

1. The Agreement

The Parslee.AI Terms of Service are standardized terms for use of Parslee Agents. Collectively, the Parslee.AI Terms of Service and any Orders form the parties' agreement ("Agreement"). Conflicts between parts of the Agreement are governed by Section 22(e) (Order of Precedence). Capitalized terms are defined in context or in Section 23 (Definitions).

2. Parslee Agent

Subject to this Agreement, Customer may use the Parslee Agent for its own business purposes during each Subscription Term ("Permitted Use"). This includes the right to copy and use the Provider Software (if any) and Documentation as part of Customer's Permitted Use. Customer will comply with the Documentation in using the Parslee Agent.

3. Users

Customer may permit Users to use the Parslee Agent on its behalf. Customer is responsible for provisioning and managing its User accounts, for its Users' actions through the Parslee Agent and for their compliance with this Agreement. Customer will ensure that Users keep their login credentials confidential and will promptly notify Provider upon learning of any compromise of User accounts or credentials.

4. Affiliates

Customer's Affiliates may serve as Users under this Agreement. Alternatively, Customer's Affiliates may enter into their own Orders as mutually agreed with Provider, which creates a separate agreement between each such Affiliate and Provider incorporating this Agreement with the Affiliate treated as "Customer". Neither Customer nor any Customer Affiliate has any rights under each other's separate agreement with Provider, and breach or termination of any such separate agreement affects only that agreement.

5. Data

(a) Use of Customer Data

Subject to this Agreement, Provider will access and use Customer Data solely to provide and maintain the Parslee Agent, Support and Professional Services under this Agreement ("Use of Customer Data"). Use of Customer Data includes sharing Customer Data as Customer directs through the Parslee Agent, but Provider will not otherwise disclose Customer Data unless de-identified so that it does not identify Customer, its Users or any other person. Customer acknowledges and agrees that providing the Parslee Agent requires Provider to transmit Customer Data to third-party service providers, including Microsoft Azure OpenAI Services and web search providers. Such third-party processing is necessary for the operation of the Parslee Agent, and Customer consents to such transmission. Provider will maintain appropriate contractual protections with such third parties but is not liable for their acts or omissions beyond Provider's contractual enforcement rights.

(b) Security

Provider will use appropriate technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of Customer Data.

(c) DPA

The parties will adhere to the Data Protection Addendum (DPA), if any applies, identified in the Provider-Specific Terms.

(d) Usage Data and Derivative Data

Provider may collect Usage Data and use it to operate, improve, and support the Parslee Agent and for other lawful business purposes, including benchmarking, analytics, and reports. Additionally, Provider may generate and use aggregated, de-identified, and anonymized data derived from Customer's use of the Parslee Agent, including statistical patterns, performance metrics, model inputs and outputs (excluding identifiable Customer Data), and usage trends ("Derivative Data") to develop, improve, train, and enhance Provider's products, services, and machine learning models. Provider will not disclose Usage Data or Derivative Data externally in any form that identifies Customer, its Users, or any individual. As between the parties, Provider owns all Usage Data and Derivative Data.

(e) Output Ownership

As between the parties, Provider owns all outputs, results, analyses, and other content generated by the Parslee Agent ("Outputs"), excluding any Customer Data contained therein. Subject to Customer's compliance with this Agreement, Provider grants Customer a non-exclusive, non-transferable, royalty-free license during the applicable Subscription Term to use Outputs solely for Customer's internal business purposes. Customer retains all rights in Customer Data that may be incorporated into or reflected in Outputs. For clarity, Provider may use Outputs (in de-identified form not identifying Customer) for any purpose, including product development and improvement.

6. Mutual Compliance with Laws

Each party will comply with all Laws that apply to its performance under this Agreement.

7. Support and SLA

(a) Support

Provider will provide Support for the Parslee Agent consistent with industry-standards and its general business practices.

(b) SLA

Provider will use commercially reasonable efforts to make the Parslee Agent available for Customer's use. Any specific availability commitment shall be as set forth in a Service Level Agreement identified in an Order. Provider's availability obligations exclude downtime or degradation attributable to: (a) Third-Party Platforms or AI Services, including Microsoft Azure; (b) Customer's systems, network, or internet connectivity; (c) scheduled maintenance with reasonable advance notice; (d) Force Majeure events; or (e) Customer's breach of this Agreement or misuse of the Parslee Agent.

8. Warranties

(a) Mutual Warranties

Each party represents and warrants that it has the legal power and authority to enter into this agreement, and it will use industry-standard measures to avoid introducing Viruses into the Parslee Agent.

(b) Additional Provider Warranties

Provider warrants that the Parslee Agent will perform materially as described in the Documentation and Provider will not materially decrease the overall functionality of the Parslee Agent during a Subscription Term (the "Performance Warranty"), and any Professional Services will be provided in a professional and workmanlike manner (the "Professional Services Warranty"). The Performance Warranty applies solely to the technical operation and functionality of the Parslee Agent infrastructure and does not extend to the accuracy, completeness, reliability, quality, or fitness for any purpose of AI-generated outputs, which are expressly excluded from this warranty.

(c) Warranty Remedy

Provider will use reasonable efforts to correct a verified breach of the Performance Warranty or Professional Services Warranty reported by Customer. If Provider fails to do so within 30 days after Customer's warranty report ("Fix Period"), then either party may terminate the Order as relates to the non-conforming Parslee Agent or Professional Services, in which case Provider will refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term (for the Performance Warranty) or for the non-conforming Professional Services (for the Professional Services Warranty). To receive these remedies, Customer must report a breach of warranty in reasonable detail within 30 days after discovering the issue in the Parslee Agent or 30 days after delivery of the relevant Professional Services ("Claim Period"). These procedures are Customer's exclusive remedies and Provider's sole liability for breach of the Performance Warranty or Professional Services Warranty.

(d) Disclaimers

Without limiting the foregoing, Provider expressly disclaims all warranties, representations, and guarantees regarding: (a) the accuracy, reliability, completeness, quality, or fitness for any purpose of any AI-generated output; (b) the availability, performance, or functionality of third-party AI Services, including Microsoft Azure OpenAI and web search services; (c) that AI-generated outputs will meet Customer's requirements, be error-free, unbiased, or produce any particular results; and (d) the suitability of the Parslee Agent or any output for Customer's intended use. Customer assumes all risk associated with its use of and reliance upon AI-generated outputs and is solely responsible for verifying outputs before use. Except as expressly set out in this Agreement, each party disclaims all warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title and noninfringement. Provider's warranties in this Section 8 do not apply to issues arising from Third Party Platforms or misuse or unauthorized modifications of the Parslee Agent. These disclaimers apply to the full extent permitted by Law.

9. Usage Rules

(a) Compliance

Customer will comply with any Acceptable Use Policy (AUP) identified and represents and warrants that it has all rights necessary to use Customer Data with the Parslee Agent and grant Provider the rights to Customer Data specified in this Agreement, without violating third-party intellectual property, privacy, or other rights. Between the parties, Customer is responsible for the content and accuracy of Customer Data.

(b) High Risk Activities & Sensitive Data

Customer will not use the Parslee Agent for High Risk Activities, will not submit Sensitive Data to the Parslee Agent, and acknowledges that the Parslee Agent is not designed for (and Provider has no liability for) use prohibited in this Section. Without limiting the foregoing, Customer will not use the Parslee Agent or AI-generated outputs for: (i) making automated decisions with legal or similarly significant effects on individuals without appropriate human review and oversight; (ii) generating content intended to deceive or that falsely represents AI-generated content as human-created; (iii) generating content that impersonates real individuals without authorization; (iv) any purpose that violates the acceptable use policies of Provider's AI Services providers, including Microsoft and OpenAI; (v) any purpose prohibited by applicable AI governance laws or regulations; or (vi) systematically extracting or scraping outputs to build competing models or services.

(c) Restrictions

Customer will not and will not permit anyone else to: sell, sublicense, distribute or rent the Parslee Agent (in whole or part); grant non-Users access to the Parslee Agent or use the Parslee Agent to provide a hosted or managed service to others; reverse engineer, decompile or seek to access the source code of the Parslee Agent, except to the extent these restrictions are prohibited by Laws and then only upon advance notice to Provider; copy, modify, create derivative works of or remove proprietary notices from the Parslee Agent; conduct security or vulnerability tests of the Parslee Agent, interfere with its operation or circumvent its access restrictions or use the Parslee Agent to develop a product that competes with the Parslee Agent; attempt to extract, derive, reverse engineer, or discover the underlying algorithms, models, weights, training data, or other components of any AI or machine learning systems incorporated in the Parslee Agent.

10. Third-Party Platforms

(a) AI and Third-Party Services

Customer acknowledges that the Parslee Agent incorporates artificial intelligence technologies and services provided by third parties, including Microsoft Azure OpenAI Services and web search services (collectively, "AI Services"). Provider does not control and makes no representations or warranties regarding the accuracy, completeness, reliability, availability, or suitability of any output or results generated through the AI Services. AI-generated outputs may contain errors, omissions, biases, or inaccuracies. Customer is solely responsible for evaluating, verifying, and determining the appropriateness of any output before use or reliance. Customer's use of the Parslee Agent is also subject to the applicable terms, policies, and acceptable use requirements of the AI Services providers, which Customer agrees to comply with. Provider shall have no liability for any acts, omissions, errors, outages, or limitations of the AI Services or for any claims arising from Customer's use of or reliance on AI-generated outputs.

Without limiting the foregoing, Customer acknowledges that the Parslee Agent relies on AI Services provided by Microsoft (Azure OpenAI) and other third-party providers for core functionality. Customer agrees to comply with the acceptable use policies and terms of service of such AI Services providers. Provider is not responsible for any changes to, limitations of, or discontinuation of such AI Services, and any resulting impact on the Parslee Agent shall not constitute a breach by Provider. Customer's sole remedy for dissatisfaction with AI Services is termination in accordance with Section 14.

Customer's use of a Third-Party Platform is governed by its agreement with the relevant provider, not this Agreement, and Provider is not responsible for Third-Party Platforms or how their providers use Customer Data.

11. Professional Services

Provider will perform Professional Services as described in an Order or Statement of Work, which may identify additional terms or milestones for the Professional Services. Customer will give Provider timely access to Customer Materials reasonably needed for Professional Services, and Provider will use the Customer Materials only for purposes of providing Professional Services. Subject to any limits in an Order or Statement of Work, Customer will reimburse Provider's reasonable travel and lodging expenses incurred in providing Professional Services. Customer may use code or other deliverables that Provider furnishes as part of Professional Services only in connection with Customer's authorized use of the Parslee Agent under this Agreement.

12. Fees

(a) Payment

Customer will pay the fees described in the Order. Unless the Order states otherwise, all amounts are due within 30 days after the invoice date (the "Payment Period"). Late payments are subject to a charge of 1.5% per month or the maximum amount allowed by Law, whichever is less. All fees and expenses are non-refundable except as expressly set out in this Agreement.

(b) Taxes

Customer is responsible for any sales, use, GST, value-added, withholding or similar taxes or levies that apply to its Orders, whether domestic or foreign ("Taxes"), other than Provider's income tax. Fees and expenses are exclusive of Taxes.

(c) Payment Disputes

If Customer disputes an invoice in good faith, it will notify Provider within the Payment Period and the parties will seek to resolve the dispute over a 15-day discussion period. Customer is not required to pay disputed amounts during the discussion period, but will timely pay all undisputed amounts. After the discussion period, either party may pursue any available remedies.

(d) Suspension

Provider may suspend Customer's access to the Parslee Agent and related services due to a Suspension Event, but where practicable will give Customer prior notice so that Customer may seek to resolve the issue and avoid suspension. Provider is not required to give prior notice in exigent circumstances or for a suspension made to avoid material harm or violation of Law. Once the Suspension Event is resolved, Provider will promptly restore Customer's access to the Parslee Agent in accordance with this Agreement. "Suspension Event" means Customer's account is 30 days or more overdue, Customer is in breach of Section 9 (Usage Rules), or Customer's use of the Parslee Agent risks material harm to the Parslee Agent or others.

13. Term and Termination

(a) Subscription Terms

Unless otherwise stated on the Order, each Subscription Term will renew automatically on a monthly basis for successive periods unless (a) the parties agree on a different renewal Order or (b) either party notifies the other of non-renewal at least 15 days prior to the end of the current Subscription Term.

(b) Terms of Agreement

This Agreement starts on the Effective Date and continues until the end of all Subscription Terms, unless sooner terminated in accordance with its terms. If no Subscription Term is in effect, either party may terminate this Agreement for any or no reason with notice to the other party.

(c) Termination

Either party may terminate this Agreement (including all Subscription Terms) if the other party fails to cure a material breach of this Agreement within 30 days after notice; ceases operation without a successor; or seeks protection under a bankruptcy, receivership, trust deed, creditors' arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. Provider may terminate immediately if it determines Customer is misusing the Parslee Agent.

14. Data Export and Deletion

During a Subscription Term, Customer may export Customer Data from the Parslee Agent (or Provider will otherwise make the Customer Data available to Customer) as described in the Documentation.

After termination or expiration of this Agreement, within ninety (90) days of request, Provider will delete Customer Data and each party will delete any Confidential Information of the other in its possession or control. Nonetheless, Provider may retain Customer Data or Confidential Information in accordance with its standard backup or record retention policies or as required by Law, subject to Section 5(b) (Security), Section 18 (Confidentiality), and any DPA.

Notwithstanding the foregoing, Provider may retain Derivative Data and Usage Data indefinitely.

15. Effect of Termination

Customer's right to use the Parslee Agent, Support, and Professional Services will cease upon any termination or expiration of this Agreement, subject to this Section 14.

The following Sections will survive expiration or termination of this Agreement: 5(d) (Usage Data), 8(d) (Disclaimers), 9 (Usage Rules), 12(a) (Payment) (for amounts then due), 12(b) (Taxes), 14(d) (Data Export & Deletion), 14(e) (Effect of Termination), 15 (Intellectual Property), 16 (Limitations of Liability), 17 (Indemnification), 18 (Confidentiality), 19 (Required Disclosures), 22 (General Terms) and 23 (Definitions).

Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

16. Intellectual Property

(a) Reserved Rights

Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Provider's express rights in this Agreement, as between the parties, Customer retains all intellectual property and other rights in Customer Data and Customer Materials provided to Provider. Except for Customer's express rights in this Agreement, as between the parties, Provider and its licensors retain all intellectual property and other rights in the Parslee Agent, Professional Services deliverables and related Provider technology.

(b) Feedback

If Customer gives Provider feedback regarding improvement or operation of the Parslee Agent, Support or Professional Services, Provider may use the feedback without restriction or obligation. All feedback is provided "AS IS" and Provider will not publicly identify Customer as the source of feedback without Customer's permission.

17. Limitations of Liability

(a) General Cap

Each party's entire liability arising out of or related to this Agreement will not exceed the General Cap.

(b) Consequential Damages Waiver

Neither party will have any liability arising out of or related to this Agreement for indirect, special, incidental, reliance or consequential damages or damages for loss of use, lost profits or interruption of business, even if informed of their possibility in advance. Without limiting Section 16(b), Provider shall have no liability whatsoever for any claims, damages, or losses arising from: (i) the accuracy, reliability, completeness, or quality of AI-generated outputs; (ii) Customer's use of, reliance on, or decisions made based on AI-generated outputs; (iii) any failure, error, limitation, change, or discontinuation of third-party AI Services, including Microsoft Azure OpenAI; (iv) Customer's failure to verify AI-generated outputs before use; or (v) Customer's violation of third-party AI Services providers' terms or policies.

(c) Exceptions and Enhanced Cap

Sections 16 (a) (General Cap) and 16 (b) (Consequential Damages Waiver) will not apply to Enhanced Claims or Uncapped Claims. For all Enhanced Claims, each party's entire liability will not exceed the Enhanced Cap.

(d) Nature of Claims

The waivers and limitations in this Section 16 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

(e) Liability Definitions

• "Enhanced Cap" means three times (3x) the General Cap.
• "Enhanced Claims" means Provider's breach of Section 5(b) (Security) or either party's breach of Section 5(c) (DPA).
• "General Cap" means the greater of: (a) amounts paid or payable by Customer to Provider under this Agreement in the 12 months immediately preceding the first incident giving rise to liability; or (b) the total fees set forth in the then-current Order for the applicable Subscription Term; or (c) Five Thousand U.S. Dollars (US$5,000).
• "Uncapped Claims" means: (a) Customer's obligations under Section 17 (Indemnification); (b) Customer's infringement or misappropriation of Provider's intellectual property rights; (c) Customer's breach of Section 9 (Usage Rules); (d) either party's gross negligence or willful misconduct; and (e) liabilities that cannot be limited by Law.

18. Indemnification

(a) Indemnification by Provider

Provider, at its own cost, will defend Customer from and against any Provider-Covered Claims and will indemnify and hold harmless Customer from and against any damages or costs awarded against Customer (including reasonable attorneys' fees) or agreed in settlement by Provider resulting from the Provider-Covered Claims.

(b) Indemnification by Customer

Customer, at its own cost, will defend Provider from and against any Customer-Covered Claims and will indemnify and hold harmless Provider from and against any damages or costs awarded against Provider (including reasonable attorneys' fees) or agreed in settlement by Customer resulting from the Customer-Covered Claims.

(c) Indemnification Definitions

"Customer-Covered Claim" means a third-party claim arising from: (a) Customer's breach or alleged breach of Section 9 (Usage Rules); (b) Customer Data or Customer Materials, including any claim that Customer Data infringes, misappropriates, defames, or otherwise violates any third-party rights; (c) Customer's use of AI-generated outputs, including any claim that such use infringes, defames, or otherwise violates third-party rights or applicable law; (d) Customer's violation of applicable AI governance laws, regulations, or third-party AI Services providers' terms or policies; or (e) any products, services, or content created by Customer using the Parslee Agent or AI-generated outputs.

"Provider-Covered Claim" means a third-party claim that the Parslee Agent, when used by Customer as authorized in this Agreement, infringes or misappropriates a third party's intellectual property rights.

(d) Procedures

The indemnifying party's obligations in this Section 17 are subject to receiving from the indemnified party: prompt notice of the claim (but delayed notice will only reduce the indemnifying party's obligations to the extent it is prejudiced by the delay), the exclusive right to control the claim's investigation, defense and settlement, and reasonable cooperation at the indemnifying party's expense. The indemnifying party may not settle a claim without the indemnified party's prior approval if settlement would require the indemnified party to admit fault or take or refrain from taking any action (except regarding use of the Parslee Agent when Provider is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.

(e) Mitigation

In response to an infringement or misappropriation claim, if required by settlement or injunction or as Provider determines necessary to avoid material liability, Provider may: procure rights for Customer's continued use of the Parslee Agent; replace or modify the allegedly infringing portion of the Parslee Agent to avoid infringement, without reducing the Parslee Agent's overall functionality; or terminate the affected Order and refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term.

(f) Exceptions

Provider's obligations in this Section 17 do not apply to claims resulting from: (a) modification or unauthorized use of the Parslee Agent; (b) use of the Parslee Agent in combination with items not provided by Provider, including Third-Party Platforms and Customer Data; (c) Customer Data or the content, accuracy, or legality thereof; (d) AI-generated outputs or Customer's use thereof; (e) third-party AI Services, including Microsoft Azure OpenAI and web search services; (f) Customer's violation of third-party AI Services providers' terms or policies; or (g) Provider Software other than the most recent release, if Provider made available (at no additional charge) a newer release that would avoid infringement.

(g) Exclusive Remedy

This Section 17 sets out the indemnified party's exclusive remedy and the indemnifying party's sole liability regarding third-party claims of intellectual property infringement or misappropriation covered by this Section 17.

19. Confidentiality

(a) Use and Protection

As recipient, each party will use Confidential Information only to fulfill its obligations and exercise its rights under this Agreement, not disclose Confidential Information to third parties without the discloser's prior approval, except as permitted in this Agreement, and protect Confidential Information using at least the same precautions recipient uses for its own similar information and no less than a reasonable standard of care.

(b) Permitted Disclosures

The recipient may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Provider, the subcontractors referenced in Section 22.10), provided it remains responsible for their compliance with this Section 18 and they are bound to confidentiality obligations no less protective than this Section 18.

(c) Exclusions

These confidentiality obligations do not apply to information that the recipient can document (a) is or becomes public knowledge through no fault of the recipient, (b) it rightfully knew or possessed, without confidentiality restrictions, prior to receipt from the discloser, (c) it rightfully received from a third party without confidentiality restrictions or (d) it independently developed without using or referencing Confidential Information.

(d) Remedies

Breach of this Section 18 may cause substantial harm for which monetary damages are an insufficient remedy. Upon a breach of this Section, the discloser is entitled to seek appropriate equitable relief, including an injunction, in addition to other remedies.

20. Required Disclosures

The recipient may disclose Confidential Information (including Customer Data) to the extent required by Laws. If permitted by Law, the recipient will give the discloser reasonable advance notice of the required disclosure and reasonably cooperate, at the discloser's expense, to obtain confidential treatment for the Confidential Information.

21. Publicity

Neither party may publicly announce this Agreement without the other party's prior approval or except as required by Laws.

22. Trials and Betas

Provider may offer optional Trials and Betas. Use of Trials and Betas is permitted only for Customer's internal evaluation during the period designated by Provider on the Order (or if not designated, 30 days). Either party may terminate Customer's use of Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete or include features never released. Customer acknowledges that Trials and Betas may use experimental AI models or features that have not been fully tested and may produce unpredictable, inaccurate, or inconsistent outputs. Customer assumes all risk associated with use of Trials and Betas and any outputs generated thereby. Notwithstanding anything else in this Agreement, Provider offers no warranty, indemnity, SLA or Support for Trials and Betas and its liability for Trials and Betas will not exceed US$1,000.

23. General Terms

(a) Assignment

Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement, with notice to the other party, in connection with the assigning party's merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns.

(b) Governing Law and Courts

The Governing Law governs this Agreement and any action arising out of or relating to this Agreement, without reference to conflict of law rules. The parties will adjudicate any such action in the Courts and each party consents to the exclusive jurisdiction and venue of the Courts for these purposes.

Unless otherwise specified in the Provider-Specific Terms, the "Governing Law" is the laws of the State of Georgia and the "Courts" are the federal and state courts located in Fulton County, Atlanta, Georgia.

(c) Notices

Except as set out in this Agreement, notices, requests and approvals under this Agreement must be in writing to the designated address and will be deemed given: (1) upon receipt if by personal delivery, (2) upon receipt if by certified or registered U.S. mail (return receipt requested), (3) one day after dispatch if by a commercial overnight delivery or (4) upon delivery if by email. Either party may update its address with notice to the other. Provider may also send operational notices through the Parslee Agent.

(d) Entire Agreement

This Agreement is the parties' entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and "including" and similar terms are to be construed without limitation. Excluding Orders, terms in business forms, purchase orders or quotes used by either party will not amend or modify this Agreement; any such documents are for administrative purposes only. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.

(e) Order of Precedence

In the event of conflict: (i) Amendments; (ii) Provider-Specific Terms; (iii) the End User Agreement; and (iv) these Parslee.AI Terms of Service. For clarity, more specific terms control over general terms.

(f) Amendments

Any amendments to this Agreement must be in writing and signed by each party's authorized representatives.

(g) Operational Changes

With notice to Customer, Provider may modify the Support, SLA, or Security Measures to reflect new features or changing practices, but the modifications may not be retroactive or materially decrease Provider's overall obligations during a Subscription Term.

(h) Waivers and Severability

Waivers must be signed by the waiving party's authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.

(i) Force Majeure

Neither party is liable for a delay or failure to perform this Agreement due to a Force Majeure. If a Force Majeure materially adversely affects the Parslee Agent for 15 or more consecutive days, either party may terminate the affected Order(s) upon notice to the other and Provider will refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term. However, this Section does not limit Customer's obligations to pay fees owed.

(j) Subcontractors

Provider may use subcontractors and permit them to exercise its rights and fulfill its obligations, but Provider remains responsible for their compliance with this Agreement and for its overall performance under this Agreement. This does not limit any additional terms for subprocessors under a DPA.

(k) Independent Contractors

The parties are independent contractors, not agents, partners or joint venturers.

(l) No Third-Party Beneficiaries

There are no third-party beneficiaries to this Agreement.

(m) Open Source

Provider Software distributed to Customer (if any) may include third-party open source software ("Open Source") as listed in the Documentation or by Provider upon request. If Customer elects to use the Open Source on a stand-alone basis, that use is subject to the applicable Open Source license and not this Agreement.

(n) Export

Each party will comply with all export and import Laws in performing this Agreement and represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country subject to a U.S. government embargo or designated by the U.S. government as a "terrorist supporting" country. Customer will not submit to the Parslee Agent any data controlled under the U.S. International Traffic in Arms Regulations.

(o) Government Rights

To the extent applicable, the Parslee Agent is "commercial computer software" or a "commercial item" for purposes of FAR 12.212 for and DFARS 227.7202. Use, reproduction, release, modification, disclosure or transfer of the Parslee Agent is governed solely by the terms of this Agreement, and all other use is prohibited.

24. Definitions

• "Acceptable Use Policy" or "AUP" is defined in Section 9.1 (Compliance).
• "AI Services" means artificial intelligence, machine learning, and related technologies and services provided by third parties and incorporated into or used in connection with the Parslee Agent, including Microsoft Azure OpenAI Services and web search services.
• "Additional Terms" means any additions to or modifications of these Cloud Terms that the parties specify in this Agreement.
• "Affiliate" means an entity controlled, controlling or under common control with a party, where control means at least 50% ownership or power to direct an entity's management.
• "Agreement" has the meaning given in Section 1 (The Agreement).
• "Attachments" means any attachments, policies or documents that the parties specify in this Agreement.
• "Parslee Agent" means Provider's proprietary software as a service (SaaS) or Parslee Agent as identified in the applicable Listing.
• "Confidential Information" means information disclosed by or on behalf of one party (as discloser) to the other party (as recipient) under this Agreement, in any form, which (a) the discloser identifies to recipient as "confidential" or "proprietary" or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Provider's Confidential Information includes technical or performance information about the Parslee Agent, and Customer's Confidential Information includes Customer Data.
• "Customer" means the party identified as "Customer" of the Parslee Agents.
• "Customer Data" means any data, content or materials that Customer (including its Users) submits to its Parslee Agent accounts, including from Third-Party Platforms.
• "Customer Materials" means materials and resources that Customer makes available to Provider in connection with Professional Services.
• "Data Protection Addendum" or "DPA" is defined in Section 5(c) (DPA).
• "Derivative Data" has the meaning given in Section 5(d).
• "Documentation" means Provider's standard usage documentation for the Parslee Agent.
• "Effective Date" means the date of Customer's first Order under this Agreement.
• "Feedback" means optional commentary provided by Customer to Provider regarding improvement or operation of the Parslee Agent, Support or Professional Services. Feedback is owned by the Provider.
• "Force Majeure" means an unforeseen event beyond a party's reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, third-party Internet or utility failure, refusal of government license or natural disaster, where the affected party takes reasonable and customary measures to avoid or mitigate such event's effects.
• "High Risk Activities" means activities where use or failure of the Parslee Agent could make automatic decisions affecting individuals' rights or freedoms without appropriate human review or oversight; could make outbound calls to phone numbers covered by TCPA or Do Not Call Registry without an exclusion or safe harbor or could lead to death, personal injury or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles or air traffic control.
• "Laws" means all laws, regulations, rules, court orders or other binding requirements of a government authority that apply to a party.
• "Order" means an order for Customer's access to the Parslee Agent, Support, Professional Services or related services that is executed by the parties and references this Agreement.
• "Outputs" means all outputs, results, analyses, responses, and other content generated by the Parslee Agent through use of AI Services.
• "Personal Data" means Customer Data relating to an identified or reasonably identifiable natural person.
• "Professional Services" means training, migration or other professional services that Provider furnishes to Customer related to the Parslee Agent.
• "Provider" means Parslee.AI.
• "Provider Software" means any proprietary apps or software that Provider distributes to Customer as part of the Parslee Agent.
• "Sensitive Data" means (a) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) ("HIPAA"), (b) credit, debit, bank account or other financial account numbers, (c) social security numbers, driver's license numbers or other government ID numbers, (d) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation, and (e) children's data regulated by the Children's Online Privacy Protection Act ("COPPA") or similar laws.
• "Service Level Agreement" or "SLA" is defined in Section 7(b) (SLA).
• "Statement of Work" means a statement of work for Professional Services that is executed by the parties and references this Agreement.
• "Subscription Term" means the term for Customer's use of the Parslee Agent as identified in an Order.
• "Support" means support for the Parslee Agent as described in Section 7(a) (Support).
• "Third-Party Platform" means any product, add-on or platform not provided by Provider that Customer uses with the Parslee Agent.
• "Trials and Betas" mean access to the Parslee Agent (or Parslee Agent features) on a free, trial, beta or early access basis.
• "Usage Data" means Provider's technical logs, data and learnings about Customer's use of the Parslee Agent, but excluding Customer Data.
• "User" means anyone that Customer allows to use its accounts for the Parslee Agent, who may include (a) employees, advisors and contractors of Customer and its Affiliates and (b) others if permitted in this Agreement, the Documentation or an Order.
• "Virus" means viruses, malicious code or similar harmful materials.