This Terms of Use Agreement (“Agreement”) is made between Right Team Inc. dba Parallax (“Parallax”), and you, the customer that has initiated Services and agreed to the terms of this Agreement (“Customer”), each, a “Party” and collectively, the “Parties.”

By accessing or using Parallax Technology, you agree to be bound by this Agreement. Parallax will periodically update the terms of this Agreement. Unless stated otherwise, the updated terms of this Agreement will become effective and binding once it is posted to https://www.getparallax.com/terms-of-use. This Agreement is effective as of the date on which you first utilize the Services. In addition, the following policy applies to your use of Parallax Technology: Parallax Privacy Policy, available at https://www.getparallax.com/privacy which outlines the terms on which we process any personal data Parallax collects from you, or that you provide to us.

1. Definitions

Capitalized terms have the meaning set forth below or as defined within this Agreement.

1.1 “Applicable Privacy Laws” means, to the extent applicable to the Services, all worldwide data protection and privacy laws and regulations, including where applicable, the California Consumer Privacy Act Cal. Civ. Code §§ 1798.100 et seq. (“CCPA”), the General Data Protection Regulation (“GDPR”), the e-Privacy Directive (Directive 2002/58/EC), and any U.S. state or national data protection laws as superseded, amended or replaced.

1.2 “Authorized User” means the Personnel who are authorized to access the Platform pursuant to Customer’s rights under this Agreement.

1.3 “Customer Content” means any content and information provided or submitted by, or on behalf of, Customer or its Authorized Users, or imported from Third-Party Services at the direction of Customer, in connection with the Services, including any Personal Data.

1.4 “Customer Marks” means Customer’s trademarks, tradenames, service marks, and logos.

1.5 “Documentation” means all specifications, user manuals, and other technical materials relating to the Platform and provided or made available to Customer, as may be modified by Parallax from time to time.

1.6 “Parallax Technology” means the Platform, the Services, the Documentation and any applicable software, data, or technical information contained within the foregoing.

1.7 “Fees” has the meaning given in Section 3.1.

1.8 “Intellectual Property Rights” means all past, present, and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patent and industrial property rights, (e) other proprietary rights of every kind and nature, and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (a) through (e) of this sentence.

1.9 “License Agreement” means Parallax’s standard form for purchasing Services which specifies the Services and applicable Fees.

1.10 “Personal Data” has the meaning given in Applicable Privacy Laws.

1.11 “Personnel” means the employees, agents and independent contractors engaged by the Customer.

1.12 “Platform” means Parallax’s Professional Services Automation platform.

1.13 “Services” means the services provided through the Platform and described on a License Agreement by the Parties in writing under this Agreement.

1.14 “Term” has the meaning given in Section 4.1.

1.15 “Third-Party Services” has the meaning given in Section 8.3.

1.16 “Year” means each twelve (12) month period of a License Agreement commencing on the effective date of the License Agreement and each subsequent anniversary.

2. Access to the platform

2.1 Access. Subject to the terms and conditions of this Agreement, Parallax grants to Customer, and their Authorized Users on Customer’s behalf, a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to use the Platform and the Services in accordance with the documentation and the terms of this Agreement.

2.2 Restrictions. Customer shall not (a) modify, adapt, alter, or translate Parallax Technology, (b) attempt to derive or determine the source code of the Platform, or (c) use Parallax Technology to build a similar or competitive product. Parallax reserves the right to suspend Customer’s access to the Platform for failure to comply with the outlined conditions.

2.3 Usernames and Passwords. Each Authorized User will use their unique username and password to access the Platform. Customer is responsible for maintaining the confidentiality of all Authorized Users’ unique usernames and passwords, and is solely responsible for all activities occurring under these accounts.

2.4 Customer Content. Customer is solely responsible for providing accurate and legal content.

2.5 Baseline Implementation and Support. Parallax implementations run for approximately 90 days. During this implementation period, Customer will receive a dedicated Implementation & Onboarding CSM and a dedicated onboarding Slack channel. Customer will meet with their Implementation and Onboarding CSM for several training workshops throughout the implementation period (between 10 and 20 depending on customer size and needs). In addition, Customer will have a personalized weekly sync with their CSM and on-demand support via email and Slack during this period.

When implementation is complete, Customer will continue their Parallax adoption journey with three (3) total monthly adoption meetings. During these adoption meetings, Customer will meet with a dedicated Loyalty CSM where goals are reviewed and progress toward these goals is tracked. Customer will also meet with their Loyalty CSM for two (2) Business Reviews before the end of the first year. After the first year, Customer will meet with their Loyalty CSM annually to review their Parallax instance and adoption. At all times during which Customer is using Parallax, Customer will have access to Parallax in-app Support (in line with Parallax’s Service Level Agreement) and Parallax’s online Knowledge Base.

2.6 Support Services. Subject to the terms and conditions of this Agreement, Parallax will exercise commercially reasonable efforts to: (a) provide support for the use of the Platform and Services to Customer, and (b) keep the Platform and Services operational and available to Customer, in each case in accordance with its standard policies and procedures.

Outlined below are the terms and conditions governing the technical provision of the Services and the Parallax Platform by Parallax to Customer. These clauses define the service levels, responsibilities, and remedies in the event of service disruptions or failures.

The following defined terms apply to this section of the Services Agreement:

• “Error” means any material and reproducible failure of the Parallax Platform and/or Services to operate in accordance with its specification.  

• “Error Severity Levels” are defined as follows as per the Support model as paragraph ii) below:
  • “Low”
  • “Medium”
  • “High”
  • “Urgent”
  • “Critical”

• “Response” or “Response Time” means the elapsed time between (i) Customer’s reporting of the Error via in-app communication or email to Customer support contact if not available and (ii) a Parallax support analyst responding to Customer’s support contact about the Error. 

• “Resolution” means in relation to an Error, to restore the functionality and performance of the Parallax Platform and/or Services to the minimum uptime guarantee.

• “Service Levels” means the Response Times and each Error Severity Level.

• “Support Hours” are between 8am – 6pm CT on Monday to Friday. 

1. Uptime Guarantee: Parallax guarantees a minimum uptime of 99.5% (“Minimum Uptime”) for the Services provided excluding “Maintenance”. Maintenance includes all regularly scheduled software and platform updates, and improvements to features. Parallax shall use all commercially reasonable efforts to avoid downtime due to Maintenance Parallax must provide a Resolution as soon as commercially practicable in the event that the Services do not meet the Minimum Uptime.  
   • Uptime Guarantee extends to Core Application: The “Uptime Guarantee” extends only to the Parallax Core Application.  It does not extend to any of our integrated systems or partners which are Customer owned & administered.

2. Service Levels Model:

The table below shows the Response Times in respect of the Error Severity Levels:

If Parallax fails to achieve a Response Time for an Error that is in accordance with the Service Levels Model outlined above (a “Service Level Failure”), Customer shall report the Service Level Failure to Parallax and within five Business Days of such notification. Parallax must:

• perform an appropriate analysis to seek to identify the cause of the Service Level Failure;

• allocate such resources as may be necessary to remedy the Service Level Failure; and

• provide Customer with reasonable details of the cause of, and procedure for correcting, the Service Level Failure and any consequences (such details to be provided in written report where requested by Customer).

3. Fees and payment

3.1 Fees. The fees for access to the Platform and for the services are set forth on the License Agreement.

3.2 Invoicing and Payment. All fees are non-refundable, unless otherwise specified. Parallax will invoice Customer in accordance with the License Agreement. If the License Agreement does not specify invoicing terms, Parallax will invoice annually, in advance of the services. Fees are payable no later than fifteen (15) days from the date of invoice, unless stated otherwise, and will be considered overdue if they remain unpaid thereafter.

3.3 Late Payments. Payments by Customer that are past due will be subject to interest at the rate of 1.5% per month on the overdue balance. Customer will be responsible for any costs resulting from the collection of payment such as overdue balance, attorneys’ fees, and court costs. Parallax reserves the right to suspend Customer and their Authorized Users’ access to the Platform if any fees are more than thirty (30) days overdue until amount is paid in full.

4. Term and termination

4.1 Term. This Agreement will begin on the effective date of the License Agreement between the Parties and will continue in accordance with the Agreement. Unless terminated or otherwise specified, the License Agreement will automatically renew for additional terms of one (1) year unless either Party gives written notice of non-renewal at least 30 (thirty) days prior to the renewal date. 

4.2 Renewal. Upon renewal, Parallax may adjust the agreement based on the number of billable persons. A billable person is defined as a person who has billed an average of 15% or more of total capacity (defined as billable capacity less Holiday and PTO), on client work in the 12 weeks ending the first of the month 60 days prior to the renewal date.

4.3 Termination. Either Party may terminate this Agreement immediately if (a) the other Party materially breaches this Agreement and breach remains uncured for more than thirty (30) days or (b) Party becomes insolvent.

5. Confidentiality

5.1 Both Parties acknowledge that it may receive from the other Party confidential information.

5.2 Confidential information does not include information that is available to the public.

5.3 Parties shall not use or disclose confidential Information without the prior written consent of the other Party and will take the same measures that it takes with its own confidential Information.

6. Data security and privacy

6.1 Parallax’s Commitments. During the Term, Parallax shall implement and maintain an information security program that incorporates administrative, technical, and physical safeguards designed to (a) ensure the security and integrity of the Customer Content, (b) prevent unauthorized access to the Customer Content, and (c) protect against threats, hazards, and security incidents with respect to Customer Content.

6.2 Privacy. Parallax will comply with all Applicable Privacy Laws with respect to Personal Data.

6.3 Customer Responsibility for Data and Security. Customer and its Authorized Users will have access to the Customer Content and will be responsible for all changes to Customer Content and the security of all passwords required to access the Platform. Customer will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content.

7. Intellectual property rights

7.1 Parallax Technology. This Agreement does not grant to Customer any ownership interest in Parallax Technology. Parallax Technology is proprietary to Parallax.

7.2 Feedback. Customer hereby grants Parallax a perpetual, irrevocable, royalty-free, and fully-paid right to use and otherwise exploit in any manner any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Customer related to Parallax Technology, including for the purpose of improving and enhancing the Platform and the Services; provided that Customer is not referenced in such use.

7.3 Publicity. Parallax may use Customer’s name and Customer Marks in its Customer list (including on Parallax’s website, social media, and in sales and marketing materials) in the same manner in which it uses the names of its other customers.

8. Warranties and disclaimers

8.1 Parallax Limited Warranty. Parallax represents and warrants that: (a) the Services will be performed consistent with generally accepted industry practices.

Customer must report any deficiencies in their performance of the above warranties to Parallax in writing within thirty (30) days of the non-conformance.

8.2 Customer Warranty. Customer represents and warrants that: (a) it has procured all applicable consents required to provide the Customer Content to Parallax for the performance of the Services, (b) the Customer Content will not (i) infringe or misappropriate any third-party’s Intellectual Property Rights, (ii) be deceptive, defamatory, obscene, pornographic or unlawful, (iii) contain any viruses, worms or other malicious computer programming codes intended to damage Parallax’s Technology, and (iv) otherwise violate the rights of a third-party (including under all Applicable Privacy Laws), and (c) neither Customer, nor any of its Authorized Users, shall upload to the Platform any Customer Content that contains any sensitive personal information (such as financial, medical or other sensitive personal information such as government IDs, passport numbers or social security numbers).

8.3 Third-Party Integrations. In order to provide the Services, the Platform integrates with certain third-party websites and applications (“Third-Party Services”). Customer is responsible for enabling the integration of each Third-Party Service and by doing so, Customer acknowledges that it is instructing Parallax to share the Customer Content (including, to the extent necessary, any Personal Data) with the providers of such Third-Party Services in order to facilitate the integration. Customer is responsible for notifying such Third-Party Services provider of the integration. Such Third-Party Services are not under the control of Parallax and Parallax is not responsible for any Third-Party Services. Customer’s use of the Third-Party Services is governed by the Customer’s agreement with, and all applicable terms and policies including privacy and data gathering practices of, providers of the Third-Party Services. Customer acknowledges and agrees that, for the purposes of Applicable Privacy Laws, each of Parallax and the Third-Party Services providers are not processors or subprocessors of Personal Data with respect to each other.

8.4 Disclaimers

(a) To the maximum extent permitted by applicable law, the Platform and the services are provided “as is” and “as available” and Parallax and its licensors make no representations, warranties, or conditions of any kind. Except as specified in section 7.1, Parallax and its licensors specifically disclaim any and all other warranties. Without limiting the generality of the foregoing, Parallax does not warrant that the Platform is error-free or that the Platform or the services will operate without interruption, that the reports will be accurate and Parallax grants no warranty regarding the use by Customer of the Platform or services. Parallax Technology may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Parallax is not responsible for any delays, delivery failures, or other damages resulting from such problems.

(b) Customer acknowledges and agrees that Parallax is not liable, and Customer agrees not to seek to hold Parallax liable, for the conduct of third-parties, including providers of the third-party services. (c) From time to time, Parallax may offer new “beta” features with which Customer may experiment. Such features are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at Parallax’s sole discretion.

9. Indemnification

Customer agrees to defend, indemnify, and hold harmless Parallax, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to Customer’s violation of these Terms of Use or use of Parallax Technology.

10. Limitation of liability

10.1 Types of Damages. Neither Party shall be liable to the other Party nor to any third-parties for lost profits or lost data or for any indirect, special, consequential, reliance, or punitive losses or damages howsoever arising under this agreement or in connection with Parallax Technology, whether under contract, tort or otherwise, whether foreseeable or not and regardless whether such Party has been advised of the possibility that such damages may arise, occur, or result.  In no event shall Parallax be liable for procurement costs of substitute products or services.

10.2 Amount of Damages. Each Party’s aggregate cumulative liability under this agreement will in no event exceed the amount of fees paid by Customer under the applicable License Agreement in the twelve months immediately preceding the event giving rise to the claim. This does not include a Party’s obligations to pay the fees hereunder.

10.3 Exclusions. These limitations of liability do not apply to: (a) a breach by a Party of sections 2, 5, or 6, (b) a breach of a Party’s representations and warranties under sections 8, or (c) any death or personal injury caused by either Party’s negligence, gross negligence, or willful misconduct.

11. General provisions

11.1 Relationship Between the Parties. Parallax is an independent contractor; nothing in this Agreement will be construed to create a partnership, joint venture, or agency relationship between the Parties. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Parallax.

11.2 Injunctive Relief. Customer acknowledges that the Platform and the Services contain valuable Intellectual Property Rights and proprietary information of Parallax, that any actual or threatened breach of Sections 2 or 5 will constitute immediate, irreparable harm to Parallax for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. If Customer continues to use the Platform or the Services after its right to do so has terminated or expired, Parallax will be entitled to immediate injunctive relief without the requirement of posting bond.

11.3 Assignment. Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, and any assignment or transfer in derogation of the foregoing shall be null and void, provided, however, that either Party shall have the right to assign the Agreement, without the prior written consent of the other Party, to the successor entity in the event of merger, corporate reorganization, or a sale of all or substantially all of such Party’s assets. This Agreement shall be binding upon the Parties and their respective successors and permitted assigns.

11.4 Notices. All notices required or permitted under this Agreement must be delivered in writing, if to Parallax, by emailing support@getparallax.com and if to Customer by emailing the Customer point of contact email address listed on the License Agreement, provided, however, that with respect to any notices relating to breaches of this Agreement or termination, a copy of such notice will also be sent in writing to the other Party at the Party’s address as listed on the License Agreement by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Each Party may change its email address and/or address for receipt of notice by giving notice of such change to the other Party.

11.5 Waivers; Severability. Any waivers shall be effective only if made by writing signed by representatives authorized to bind the Parties. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. Without limiting the generality of the foregoing, Customer agrees that Section 10 will remain in effect notwithstanding the unenforceability of any provision in Sections 8 and 9.

11.6 Construction. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.”

11.7 Force Majeure. Any delay in the performance of any duties or obligations of either Party (except for the obligation to pay Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, war, fire, earthquake, typhoon, flood, natural disasters, governmental action, pandemic/epidemic, cloud-service provider outages, or  any other event beyond the control of such Party, provided that such Party uses reasonable efforts, under the circumstances, to notify the other Party of the circumstances causing the delay and to resume performance as soon as possible.

11.8 Entire Agreement; Amendment. This Agreement and any applicable License Agreement constitutes the complete agreement between the Parties and supersedes all previous and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter of this Agreement. To the extent that a conflict arises between the terms and conditions of a License Agreement and the terms of this Agreement, the terms and conditions of this Agreement will govern, except to the extent that the License Agreement, as applicable, expressly states that it supersedes specific language in the Agreement under an additional terms section. It is expressly agreed that the terms and conditions of this Agreement and any License Agreement supersede the terms of any of Customer’s purchase order. Neither this Agreement nor a License Agreement may be modified or amended except in writing signed by a duly authorized representative of each Party; no other act, document, usage, or custom will be deemed to amend or modify this Agreement or a License Agreement.

11.9  The Agreement is governed by the laws of the State of Delaware, without regard to its conflicts of laws or provisions. All disputes arising out of this Agreement will be subject to the exclusive jurisdiction and venue of the state and federal courts in Delaware and the Parties hereby consent to the personal jurisdiction of these courts.

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