SOFTWARE-AS-A-SERVICE (SaaS) TERMS OF USE

1. Updates to Terms. Parsel may revise and update these Terms from time to time in Parsel’s sole discretion. All changes are effective immediately when Parsel posts them and apply to all access to and use of the Platform thereafter. Subscriber’s and its Authorized Users’ continued use of the Platform following the posting of the revised Terms means that Subscriber and its Authorized Users accept and agree to the changes. Subscriber is expected to check this page from time to time so Subscriber is aware of any changes, as they are binding on Subscriber.

1. Services. The Platform allows: (i) Subscriber to schedule and manage pickup and delivery of orders (“Orders”) of physical goods sold by Subscriber (“Subscriber Products”) and (ii) Parsel to collect and transmit data related to the Orders so that Parsel can facilitate the pickup, shipment, and delivery of such Orders. Parsel hereby grants Subscriber a limited, non-exclusive, non-transferable license, without the right to grant sublicenses, for Subscriber to access and use the Platform for Subscriber’s internal business use. Access to and use of the Platform are subject at all times to the terms and conditions of these Terms.
2. Restrictions on Use. Subscriber will not (and will not authorize, permit, or encourage any third party to): (i) allow anyone other than Authorized Users to access and use the Platform; (ii) allow an Authorized User to share its Access Credentials (as defined below) with any third party; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Platform; (iv) modify, adapt, or translate the Platform; (v) make any copies of the Platform; (vi) resell, distribute, or sublicense the Platform or use any of the foregoing for the benefit of anyone other than Subscriber or its Authorized Users; (vii) remove or modify any proprietary markings or restrictive legends placed on the Platform; (viii) use the Platform in violation of any Applicable Law, in order to build a competitive product or service, or for any purpose not specifically permitted in these Terms; or (ix) introduce, post, or upload to the Platform any Harmful Code. Parsel reserves the right to monitor compliance with this Section. If any such monitoring reveals that Subscriber or any Authorized User is not using the Platform in compliance with this Section, then Subscriber will remedy any such non-compliance within five (5) days of receiving notice from Parsel, including, if applicable, through the payment of additional fees. Failure to remedy such default shall be deemed a material breach of these Terms by Subscriber.
3. Onboarding of Authorized Users. Authorized Users must register for access to and use of the Platform under Subscriber’s account. During registration, an Authorized User will be prompted to create a sign-in name (“Sign-In Name”), and certain additional information, including a valid email address, that will assist in authenticating the Authorized User’s identity when he or she logs-in in the future (collectively, referred to herein as the Authorized User’s “Credentials”). Each Authorized User must provide true, accurate, current, and complete information. Subscriber is solely responsible for the confidentiality and use of Authorized Users’ Credentials, as well as for any use, misuse, or communications entered through the Platform using the Credentials. Subscriber will promptly inform Parsel of any need to deactivate any Credentials. Parsel reserves the right to delete or change any Authorized Users’ Credentials at any time and for any reason.
4. Service Level Commitment. During the Term, Parsel, or its third party service providers, will host the Platform, and will use commercially reasonable efforts to minimize any downtime, other than for scheduled maintenance or downtime caused by reasons beyond Parsel’s or its third party service providers’ reasonable control, including, but not limited to, acts of God, acts of any governmental body, war, insurrection, sabotage, armed conflict, terrorism, embargo, fire, flood, strike or other labor disturbance, unavailability of or interruption or delay in telecommunications or third-party services, or virus attacks or hackers. Parsel will use commercially reasonable efforts to notify Subscriber of any unavailability or other issue with the Platform of which it has knowledge. For the avoidance of doubt, this provision applies to availability of the Platform and not to the actual pickup, delivery or shipment of Subscriber Products, all of which are provided by third parties over which Parsel has no control.
5. Modifications. Parsel reserves the right to modify the Platform from time to time by adding, deleting, or modifying features to improve the user experience or for other business purposes. Parsel further reserves the right to discontinue any feature of the Platform or portion thereof, at any time during the Term in its sole and reasonable discretion. Any such modification or discontinuance during the Term will not materially decrease the overall functionality of the Platform.
6. Beta Features. From time to time, Parsel may invite Subscriber to try, at no charge, certain “beta” features or functionalities of the Platform which are not generally available for production use. Subscriber may accept or decline any such trial in its sole discretion. Such beta features are for evaluation purposes only and not for production use, are not considered part of the Platform under these Terms, are not supported, and may be subject to additional terms. Any beta feature trial period will expire upon the earlier of the date specified by Parsel, the date that a version of the beta feature becomes generally available for production use, or the date that Parsel elects to discontinue such beta feature. Parsel may discontinue beta features at any time in its sole discretion and may never make them generally available as part of the Platform. Parsel will have no liability to Subscriber or any third party for any harm or damage arising out of or in connection with any use of a beta feature, and use of any beta feature is at Subscriber’s own risk.
7. Equipment. Subscriber shall be responsible for (i) obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Platform, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service, (ii) ensuring that such equipment and services are compatible with the Platform; and (iii) maintaining the security of such equipment and services

1. Subscriber bears sole responsibility of ensuring that any Subscriber Products shipped using the Platform does not violate any federal, state, provincial, local laws, or regulations. Subscriber must also adhere to all USPS regulations regarding hazardous or restricted materials outlined in USPS Publication 52 (Hazardous, Restricted, and Perishable Mail).
2. Subscriber Products must not include, and Subscriber is prohibited from using the Platform to facilitate the pickup, shipment, and/or delivery of the following: perishable goods, birds, fish, other animals, or any other living thing, weapons, firearms or explosives, ammunition, any item which emits fumes, smells or odors, any drugs, illegal substances or goods, fireworks, pyrotechnics, alcoholic beverages, marijuana and tobacco products (including vaping paraphernalia and electronic cigarettes), controlled substances or substances illegally obtained, combustible or flammable materials, liquids or compressed gases, diesel, petrol, oil, gas, fuel, artificial fertilizer or cleaning solvents, chemicals, radioactive materials or biological agents, waste of any kind, asbestos or other materials of a dangerous or harmful nature, any other toxic, flammable or hazardous materials, inhalation hazards, biohazards such as blood, urine, fluids, or other infectious diagnostic specimens, or any other items, the possession, usage, transport or storage of which may detrimentally affect any other products or violate in any way any Applicable Laws or shipment carrier policies or guidelines. Subscriber shall also comply with additional Parsel policies or requirements relating to the pickup, shipment or delivery of Subscriber Products as provided by Parsel to Subscriber from time to time.
3. Parsel can accept shipments containing limited quantities of lithium cells and batteries for ground transportation only.
4. Subscriber must notify Parsel in advance of shipment if it desires to ship any Subscriber Products which (a) require any license, liability, service obligations, or permit under applicable Laws, beyond those generally applicable to the interstate transportation of all goods, (b) require any special or nonstandard storage, handling, packaging, equipment, or other precautions in transportation, or (c) require any special or non-standard practice to ensure it is not dangerous or harmful to equipment, to goods stored in a nearby location, or to people handling or exposed thereto. Parsel will have no obligation to accommodate special handling needs and can refuse to accept any packages so identified by Subscriber without liability for refusal.

1. Parsel will ship each Order in accordance with the details of the applicable Order. Subscriber shall be solely responsible for the accuracy of any information provided to Parsel, and Parsel have no obligation to verify the accuracy of any such information. Parsel will not be liable for any delay, loss, damage, or costs as a result of any inaccurate information provided by Subscriber. If an address for an Order is discovered to be inaccurate or incomplete after shipment, Subscriber is solely responsible for any applicable address correction fees that Parsel incur from the shipment carrier, any difference in shipping cost and/or for any other costs or fees due to the incomplete or inaccurate address. To the extent Subscriber provides recipient contact information to Parsel, Subscriber is responsible for ensuring that it has obtained all necessary consents from recipients to enable Parsel and its subcontractors to use such contact information for the purpose of delivering the Subscriber Products. If, due to any defect in the retail customer address or other Subscriber fault, proper delivery is prevented, Subscriber will pay Parsel as if the proper delivery had been completed and also compensate Parsel for any incremental costs incurred by Parsel or its subcontractors to return the affected package(s) to Subscriber.

1. Fees. If Subscriber creates shipping labels for the shipment of Subscriber Goods, Subscriber will be charged for each shipping label in accordance with the fees set forth on the Platform (the “Fees”). If the total amount of Fees for Subscriber’s shipment(s) is less than $250, Subscriber’s payment method on file shall be billed for the actual amount of such shipment(s) weekly, on the same day as the payment method was first registered. If the total amount of Fees for such shipment(s) exceeds $250 (“Payment Threshold”), Subscriber’s payment method on file shall be billed when that Payment Threshold it met or exceeded. Parsel may add new Fees, amend Fees, or amend the Payment Threshold at any time in its sole discretion. Once paid, all Fees are non-refundable.
2. Taxes. Fees and other charges described on the Platform are in addition to and do not include any federal, provincial, or local sales, PST, GST, HST, VAT, foreign withholding, use, property, excise, service, or similar transaction taxes (“Taxes”) now or hereafter levied, all of which will be for Subscriber’s account. Any applicable direct pay permits or valid tax-exempt certificates must be provided to Parsel prior to the execution of these Terms. If Parsel is required to collect and remit Taxes on Subscriber’s behalf, Parsel will invoice Subscriber for such Taxes, and Subscriber will pay Parsel for such amounts in accordance with the payment terms set forth on the Platform. Subscriber hereby agrees to indemnify, defend, and hold Parsel, its Affiliates, suppliers and hosting providers, and its and their respective Representatives (as defined below) harmless from and against any and all liabilities, costs, and expenses (including reasonable attorneys’ fees) (“Losses”) incurred by any such parties in connection with any Taxes and related costs, interest, and penalties paid or payable by us on Subscriber’s behalf. For the avoidance of doubt, Parsel will be responsible for taxes related to Parsel’s income, property, franchise, or employees.
3. Payment Terms. Invoices shall be sent by Parsel electronically through the Platform. Unless otherwise agreed in writing by Parsel, invoices shall be due as per 5.1 above.
4. Late Payments. In the event that any Fees remain unpaid by the payment due date, and Subscriber fails to cure such default within five (5) days of such due date, then, without limiting Parsel’s rights and remedies, Parsel may: (i) charge interest on the outstanding balance (not to exceed the maximum rate permitted by law); (ii) suspend the use of the Platform until such payment is received; and/or (iii) terminate these Terms in accordance with Section 6.1. Any late fees, charges and penalties are in addition to any other rights and remedies Parsel may have for your breach of this Agreement.
5. Non-Refundable. Unless otherwise expressly provided for in these Terms, (i) all fees are based on services purchased and not on actual use; and (ii) all fees paid under these Terms are non-refundable.
6. Payment Processor. By using the Platform, Subscriber agrees to pay Parsel, through Parsel’s third-party payment vendor, Stripe, Inc. (“Payment Processor” or “Stripe”), all applicable Fees. If Subscriber has a credit card or other payment method on file under Subscriber’s Account, then by placing an order with Parsel, Subscriber is authorizing Parsel, through the Payment Processor, to charge such Account for the Fees. By paying the Fees through the Platform, Subscriber agrees to Stripe’s Terms of Use and Privacy Policy, located at https://stripe.com/us/terms and https://stripe.com/us/privacy. SUBSCRIBER MUST PROVIDE CURRENT, COMPLETE, AND ACCURATE ACCOUNT INFORMATION, AND PROMPTLY UPDATE ALL INFORMATION TO KEEP IT CURRENT, COMPLETE, AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE). FURTHER, SUBSCRIBER MUST PROMPTLY NOTIFY PARSEL IF ITS PAYMENT METHOD IS CANCELLED OR IF SUBSCRIBER BECOMES AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF CREDENTIALS.
7. Credit Card Transactions. Credit card transactions are subject to a 3.0% surcharge to cover Parsel’s cost to accept and process credit card transactions.

1. Term. This Agreement and Subscriber’s access to and use of the Platform shall commence on the date on which Subscriber creates its Account and unless sooner terminated by Parsel shall continue until Subscriber terminates this Agreement by providing Parsel with written notice (the “Term”). Subscriber may terminate this Agreement at any time by providing Parsel with written notice at support@getparsel.com. Parsel will work with Subscriber to terminate its Account in a timely manner. Parsel reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and the Platform, and Subscriber’s access to all or any part of the Platform, at any time and for any reason without prior notice or liability.
2. Effect of Termination. Upon termination of these Terms as set forth in Section 6.1, Subscriber will immediately cease, and cause its Authorized Users to cease, all access to and use of the Platform.
3. Survival. The following provisions will survive termination of these Terms: Section 5 (“Fees and Payment”) until Subscriber has paid all fees and applicable Taxes due, Section 6.2 (“Effect of Termination”), this Section 6.3 (“Survival”), Section 7 (“Confidentiality; Feedback”), Section 8 (“Subscriber Data”), Section 9 (“Intellectual Property”), Section 10.2 (“Disclaimers”), Section 11 (“Limitation of Liability”), Section 12 (“Indemnification”), Section 13 (“Miscellaneous”), and Section 14 (“Definitions”).

1. Confidentiality. Subscriber will protect and preserve the Confidential Information of Parsel as confidential, using no less care than that with which it protects and preserves its own confidential and proprietary information (but in no event less than a reasonable degree of care), and will not use the Confidential Information for any purpose except to perform its obligations and exercise its rights under these Terms or as otherwise expressly permitted in these Terms. Subscriber may disclose, distribute, or disseminate Parsel’s Confidential Information to any of its officers, directors, members, managers, partners, employees, contractors or agents (its “Representatives”), provided that Parsel reasonably believes that its Representatives have a need to know and such Representatives are bound by confidentiality obligations at least as restrictive as those contained herein. Subscriber will not disclose, distribute, or disseminate the Confidential Information to any third party, other than its Representatives, without the prior written consent of Parsel. Subscriber shall remain responsible for any violations of these Terms by any of its Representatives. If Subscriber is legally compelled to disclose any of Parsel’s Confidential Information, Subscriber will provide Parsel prompt prior written notice of such requirement so that Parsel may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section. If such protective order or other remedy is not obtained or Parsel waives compliance with the provisions of this Section, Subscriber may furnish only that portion of the Confidential Information which it is advised by its counsel is legally required to be disclosed, and will use its best efforts to insure that confidential treatment will be afforded such disclosed portion of the Confidential Information.

1. Subscriber Data. Subscriber is solely responsible for all Subscriber Data. Parsel has no obligations to monitor any Subscriber Data; however, Parsel reserves the right to monitor and remove any of Subscriber Data. Parsel will use commercially reasonable efforts to maintain the security of the Subscriber Data in its possession. EXCEPT AS SET FORTH IN THIS SECTION 8.1, SUBSCRIBER IS SOLELY RESPONSIBLE FOR THE SECURITY, PROTECTION AND BACKUP OF SUBSCRIBER DATA. WE WILL HAVE NO LIABILITY FOR ANY UNAUTHORIZED ACCESS TO OR USE OF ANY OF YOUR DATA, OR ANY CORRUPTION, DELETION, DESTRUCTION OR LOSS THEREOF.
2. License. Subscriber hereby grants Parsel a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses through multiple tiers to vendors providing services to Parsel (such as hosting providers), to reproduce, execute, use, store, archive, modify, perform, display, and distribute the Subscriber Data only for the purpose of providing the Platform and the related services. For the avoidance of doubt, this license includes the right to provide Subscriber Data to third parties to facilitate the pickup, shipment and delivery of Subscriber Products. Upon expiration or termination of these Terms, Parsel may retain an archival copy of the Subscriber Data kept in the normal course of business or for purposes of complying with Applicable Law.
3. Aggregated Data. Parsel monitors the performance and use of the Platform by Subscriber and Authorized Users, and Parsel collects data in connection therewith, including, without limitation, date and time that Subscriber and Authorized Users access the Platform, the portions or pages of the Platform visited, the frequency and number of times such pages are accessed, and other usage data (the “Usage Data”). Parsel may combine this Usage Data with other data (including Subscriber Data), and use such combined data, or a subset thereof, in an aggregate and anonymous manner (the “Aggregate Data”). Aggregate Data does not identify Subscriber or any Authorized User. Subscriber hereby agrees that Parsel and its successors and assigns may collect, use, publish, disseminate, sell, transfer, and otherwise exploit such Aggregate Data in any way that Parsel (or its successors or assigns) sees fit. Parsel’s collection, processing, storage, transfer, and use of Subscriber Data, Usage Data and Aggregate Data shall at all times comply with Applicable Laws.

1. Platform, Usage Data, Aggregate Data. As between the Parties, all right, title, and interest in and to the Platform, the Usage Data, and the Aggregate Data, including all modifications, improvements, adaptations, enhancements, derivatives, or translations made thereto or therefrom, and all intellectual property rights therein, are and will remain the sole and exclusive property of Parsel.
2. Subscriber Data. As between the Parties, all right, title, and interest in and to Subscriber Data, and all intellectual property rights therein, will be and remain Subscriber’s sole and exclusive property, and Parsel does not obtain any rights therein except for the licenses and rights to use the Subscriber Data as set forth in Section 8 above.

REPRESENTATIONS AND WARRANTIES; DISCLAIMERS.

1. Subscriber represents and warrants to Parsel that: (i) it is duly organized, validly existing, and in good standing under its jurisdiction of organization and has the right to enter into these Terms; (ii) the execution, delivery, and performance of these Terms, and the consummation of the transactions contemplated hereby, are within the corporate powers of Subscriber and have been duly authorized by all necessary corporate action on the part of Subscriber, and constitute a valid and binding agreement of Subscriber; (iii) it has the full power, authority, and right to perform its obligations and grant the rights it grants hereunder; (iv) it shall comply with all Applicable Laws in connection with the operation of its business, sale of its products, and its use of the Platform; (v) it has the full right, power, authority, and consents to collect, process, store, and transmit the Subscriber Data, and to grant the licenses and rights to use Subscriber Data as set forth herein; (vi) the Subscriber Data is accurate and complete as necessary for Parsel to perform its obligations hereunder; and (v) the Subscriber Products shall comply with all Applicable Laws and with the terms of this Agreement. Without limiting the generality of the foregoing, Subscriber represents and warrants that it has obtained all necessary consents from the individuals to whom any Subscriber Data relates to collect, process, store, transmit, and sublicense the Subscriber Data, as required under Applicable Laws, including, without limitation applicable privacy and data protection laws, rules, and regulations.
2. Disclaimers. THE PLATFORM, ANY BETA FEATURES, THEIR COMPONENTS, ANY DOCUMENTATION, AND ANY OTHER MATERIALS PROVIDED BY PARSEL HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND PARSEL DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND PARSEL HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT PARSEL MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW. WITHOUT LIMITING THE FOREGOING, ALL DATA AND INFORMATION PROVIDED THROUGH THE PLATFORM IS FOR INFORMATIONAL PURPOSES AND CONVENIENCE ONLY, AND ANY DECISIONS OR ACTIONS MADE BY SUBSCRIBER OR ANY AUTHORIZED USER BASED ON ANY SUCH DATA OR INFORMATION ARE MADE AT SUBSCRIBER’S OR AUTHORIZED USER’S SOLE DISCRETION AND ELECTION; PARSEL MAKES NO GUARANTEES AS TO THE ACCURACY OR OTHERWISE RELATING TO SUCH DATA OR INFORMATION, AND PARSEL SHALL HAVE NO LIABILITY WITH RESPECT TO ANY DECISIONS OR ACTIONS MADE BY SUBSCRIBER, ANY AUTHORIZED USER, OR ANY THIRD PARTY BASED ON ANY SUCH DATA OR INFORMATION.
   
   SUBSCRIBER ACKNOWLEDGES AND AGREES THAT PARSEL IS MERELY A PROVIDER OF THE PLATFORM, WHICH FACILITATES THE PICKUP, SHIPMENT, AND DELIVERY OF SUBSCRIBER PRODUCTS, AND PARSEL’S THIRD-PARTY SERVICE PROVIDERS (AND NOT PARSEL) ARE RESPONSIBLE FOR PICKING UP, SHIPPING, AND DELIVERING THE SUBSCRIBER PRODUCTS. PARSEL DISCLAIMS ALL LIABILITY RELATED TO OR ARISING FROM THE PICK-UP, SHIPMENT, AND DELIVERY OF THE SUBSCRIBER PRODUCTS. PARSEL IS NOT LIABLE FOR ANY DAMAGE TO THE SUBSCRIBER PRODUCTS OR ANY SUBSCRIBER PRODUCTS THAT ARE LOST DURING PICK-UP, SHIPMENT, OR DELIVERY OR ANY DELAYED SHIPMENT OR DELIVERY OF ANY SUBSCRIBER PRODUCTS. SUBSCRIBER IS SOLELY RESPONSIBLE FOR PROVIDING ACCURATE AND COMPLETE SUBSCRIBER DATA, AND PARSEL SHALL HAVE NO LIABILITY RELATED TO THE ACCURACY OR COMPLETENESS OF THE SUBSCRIBER DATA OR ANY LIABILITY ARISING FROM INACCURATE OR INCOMPLETE SUBSCRIBER DATA, , INCLUDING, WITHOUT LIMITATION, FAILURE OR DELAY TO DELIVERY SUBSCRIBER GOODS DUE TO INACCURATE OR INCOMPLETE DELIVERY OR RECIPIENT INFORMATION.

LIMITATION OF LIABILITY.

1. IN NO EVENT WILL PARSEL BE LIABLE TO SUBSCRIBER OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOST REVENUES OR PROFITS) ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. PARSEL’S AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT WILL NOT EXCEED $100. NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THIS AGREEMENT MAY BE BROUGHT BY ORGANIZATION MORE THAN ONE (1) YEAR AFTER SUCH ACTION HAS ACCRUED.

1. Indemnification by Subscriber. Subscriber will indemnify, defend, and hold Parsel, its Affiliates, suppliers and hosting providers, and its and their respective Representatives harmless from and against any and all Losses incurred by any of such parties in connection with any action, claim, or proceeding brought by a third party (each, a “Claim”) against any of the foregoing arising from (i) breach or violation of these Terms by Subscriber or any Authorized User; (ii) any Subscriber Data; (iii) the gross negligence or willful misconduct of Subscriber or any Authorized User; and (iv) Subscriber Products or the sale thereof.
2. Indemnification by Parsel. Parsel will indemnify, defend, and hold Subscriber and its Affiliates, and its and their respective Representatives harmless from and against any and Losses incurred by any such parties in connection with any Claim brought against any of the foregoing arising from the infringement or misappropriation of any third-party intellectual property rights by the Platform. In the event that the Platform is subject to a Claim under subsection (ii) above, or if Parsel reasonably determines that the Platform is likely to be the subject of such a Claim, Parsel shall, at its own expense: (i) procure for Subscriber the right to continue to use the Platform as provided in these Terms; (ii) replace the infringing components of the Platform with other components with equivalent functionality; or (iii) suitably modify the Platform so that it is non-infringing and functionally equivalent. If none of the foregoing options are available to Parsel on commercially reasonable terms, Parsel may terminate these Terms without further liability to Subscriber. Notwithstanding the foregoing, Parsel is not obligated to indemnify, defend, or hold Subscriber or its Representatives harmless with respect to any Claim to the extent the Claim arises from or is based upon (i) use of the Platform other than in accordance with the Documentation or these Terms; (ii) any Subscriber Data; (iii) any unauthorized modifications, alterations, or implementations of the Platform made by or on behalf of you (other than by Parsel); (iv) use of the Platform in combination with unauthorized modules, apparatus, hardware, software, or services not supplied or specified in writing by Parsel; or (v) use of the Platform in a manner or for a purpose for which it was not designed. This Section 12.2 states Subscriber’s sole and exclusive remedy, and Parsel’s sole and exclusive liability, regarding any Claim.
3. Procedure. The indemnification obligations set forth in Section 12.1 and Section 12.2 above are subject to the indemnified Party: (i) promptly notifying the indemnifying Party of the Claim, provided, however, that failure to provide such notice will not relieve the indemnifying Party of its indemnity obligations hereunder unless it is materially prejudiced by such failure; (ii) providing the indemnifying Party, at its sole cost and expense, with reasonable cooperation in the defense of the Claim; and (iii) providing the indemnifying Party with sole control over the defense and negotiations for a settlement or compromise of the Claim, provided that the indemnifying Party may not make any admission of liability on behalf of the indemnified Party without the indemnified Party’s approval.

1. Feedback. During the Term, Subscriber may elect to provide Parsel with feedback, comments, and suggestions with respect to the Platform (“Feedback”). Subscriber agrees that Parsel may, and hereby grants Parsel the right to, use, reproduce, disclose, and otherwise exploit any and all such Feedback without compensation or attribution to Subscriber or any third party.
2. Relationship of the Parties. The relationship of the Parties is one of independent contractors. These Terms do not create, between Parsel and Subscriber, the relationship of principal and agent, employer and employee, joint venturers, co-partners, or any such other relationship, the existence of which is expressly denied. Neither Party has the authority to hold itself out as having the authority to speak for, represent, obligate or legally bind the other Party in any way.
3. Severability. If and to the extent that any court or tribunal of competent jurisdiction holds any provision of these Terms to be unenforceable in a final non-appealable order, such unenforceable provision shall be stricken, and the remainder of these Terms shall not be affected thereby. The Parties shall in good faith attempt to replace any unenforceable provision of these Terms with a provision that is enforceable and that comes as close as possible to expressing the intention of the original provision.
4. Waiver; Remedies. A waiver of rights under these Terms will not be effective unless it is in writing and signed by an authorized representative of the Party that is waiving the rights. Except as expressly stated herein, all remedies specified in these Terms shall be cumulative and in addition to any other rights or remedies available at law or in equity.
5. Headings. Headings are for convenience of reference only and shall in no way affect interpretation of these Terms.
6. Assignment. Subscriber may not assign or otherwise transfer any of its rights or obligations under these Terms without the prior, written consent of Parsel, and, further provided, that in all cases, the assignee agrees in writing to be bound by the terms and conditions of these Terms. Any assignment or other transfer in violation of this Section will be null and void. Subject to the foregoing, these Terms will be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns.
7. Governing Law. These Terms, and any and all disputes directly or indirectly arising out of or relating to these Terms, will be governed by and construed in accordance with the laws of the State of Delaware, without reference to the choice of law rules thereof. Each of the Parties hereby irrevocably consents and submits to the exclusive jurisdiction of the state and federal courts located in Delaware for any such disputes, and waives any objections to the laying of venue in such courts.
8. Entire Agreement. These Terms, together with any documents incorporated herein by reference, set forth the entire agreement of the Parties as to its subject matter and supersedes all prior agreements, negotiations, representations, and promises between the Parties with respect to the subject matter hereof.

1. “Affiliate” means, with respect to any entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.
2. “Applicable Law” means, with respect to any Party, any federal, state, or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree, or other requirement of any international, federal, state, or local court, administrative agency, or commission or other governmental or regulatory authority or instrumentality, domestic or foreign, applicable to such Party or any of its properties, assets, or business operations.
3. “Authorized User” means Subscriber’s employees, contractors, or agents authorized by Organization to access and use the Platform pursuant to the terms and conditions of these Terms; provided, however, that any contractors’ or agents’ access to and use of the Platform will be limited to their provision of services to Subscriber. Subscriber is responsible for the acts and omissions of its Authorized Users and any other person who accesses and uses the Platform using any Authorized Users’ access credentials.
4. “Confidential Information” means: (i) with respect to Parsel, the Platform and any and all source code relating thereto and any other non-public information or material regarding Parsel’s or any of its Affiliate’s legal or business affairs, financing, organizations, properties, pricing, or data; (ii) with respect to Subscriber, the Subscriber Data and any non-public information or material regarding Subscriber’s legal or business affairs, financing, employees, organizations, properties, or data; and (iii) with respect to each Party, the terms and conditions these Terms. Notwithstanding any of the foregoing, Confidential Information does not include information which: (a) is or becomes public knowledge without any action by, or involvement of, the Party to which the Confidential Information is disclosed (the “Receiving Party”); (b) is documented as being known to the Receiving Party prior to its disclosure by the other Party (the “Disclosing Party”); (c) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (d) is obtained by the Receiving Party without restrictions on use or disclosure from a third party.
5. “Subscriber Data” means any data that Subscriber or any Authorized Users provide to Parsel or submit to the Platform.
6. “Documentation” means the manuals, specifications, and other materials describing the functionality, features, and operating characteristics, and use of the Platform, as provided or made available by Parsel to Subscriber, whether in a written or electronic form.
7. “Harmful Code” means computer code, programs, or programming devices that are intentionally designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the Platform, or any other associated software, firmware, hardware, computer system, or network (including, without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Platform to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with the operations of the Platform.