Supplemental Terms
1. LICENSE GRANT AND RIGHT OF USE
1.1. License Grant. Subject to all limitations and restrictions contained herein and the SOW, ParqHQ grants Customer a subscription, nonexclusive and nontransferable right to use the Software as described in the SOW (“Use”).
1.2. Use. Customer shall not allow any website, that is not fully owned by Customer, to frame, syndicate, distribute, replicate, or copy any portion of Customer’s web site that provides direct or indirect access to the Software.
1.3. Additional Restrictions. In no event shall Customer disassemble, decompile, or reverse engineer the Software or Confidential Information (as defined herein) or permit others to do so. In addition, Customer may not benchmark the Software against any other products, use the Software in any manner that is competitive to ParqHQ or use Software outputs to create competitive products. Disassembling, decompiling, and reverse engineering include, without limitation: (i) converting the Software from a machine-readable form into a human-readable form; (ii) disassembling or decompiling the Software by using any means or methods to translate machine-dependent or machine-independent object code into the original human-readable source code or any approximation thereof; (iii) examining the machine-readable object code that controls the Software’s operation and creating the original source code or any approximation thereof by, for example, studying the Software’s behavior in response to a variety of inputs; or (iv) performing any other activity related to the Software that could be construed to be reverse engineering, disassembling, or decompiling. To the extent any such activity may be permitted pursuant to written agreement, the results thereof shall be deemed Confidential Information subject to the requirements of this Agreement. Customer may use ParqHQ’s Confidential Information solely in connection with the Software and pursuant to the terms of this Agreement.
2. MAINTENANCE AND SUPPORT SERVICES
2.1. Maintenance. ParqHQ shall use commercially reasonable efforts to provide corrections to reported problems that (i) prevent the Software from conforming in material respects to its specifications, and (ii) are replicated and diagnosed by ParqHQ as defects in the Software (“Maintenance and Support Services”). ParqHQ shall use commercially reasonable efforts to begin working on a resolution to Customer’s written notice of reported problems within fourteen (14) days, provided corrections shall be prioritized in ParqHQ reasonable discretion. A response is not a guaranty of a solution to the reported problem; however, ParqHQ will keep Customer apprised of the resolution closure. Additional features and functions are not included as part of the maintenance and support services.
2.2. Exclusions. ParqHQ shall not be obligated to provide Maintenance and Support Services for any software other than the generally available Software delivered to Customer pursuant to this Agreement (collectively the “Unsupported Code”). Any ParqHQ support services related to Unsupported Code shall be subject to execution of a mutually agreed upon Statement of Work.
2.3. Third Parties. ParqHQ shall have the right to use third parties, including employees of ParqHQ’s affiliates and subsidiaries (“Subcontractors”) in performance of its obligations and services hereunder and, for purposes of this Section, all references to ParqHQ or its employees shall be deemed to include such Subcontractors.
3. OWNERSHIP
3.1. Reservation of Rights. By signing the SOW, Customer irrevocably acknowledges that, subject to the licenses granted herein, Customer has no ownership interest in the Software, Deliverables, features, algorithms, methodologies, and outputs from the Software or ParqHQ materials provided to Customer or otherwise accessed by Customer. ParqHQ shall own all right, title, and interest in such Software and ParqHQ materials, subject to any limitations associated with intellectual property rights of third parties. ParqHQ reserves all rights not specifically granted herein.
3.2. Aggregate Data. As between the parties, ParqHQ owns and shall continue to own all right, title and interest in and to all aggregate and statistical information or analyses created and developed by ParqHQ from performance and usage data generated through Customer’s use of the Software (collectively, “Aggregate Data”). Aggregate Data is de-identified so that Customer cannot be identified as the source within the Aggregate Data.
4. CONFIDENTIALITY
4.1. Suggestions/Improvements to Software. Notwithstanding this Section, unless otherwise expressly agreed in writing, all suggestions, solutions, improvements, corrections, and other contributions provided by Customer regarding the Software or other ParqHQ materials provided to Customer shall be owned by ParqHQ, and Customer hereby agrees to assign any such rights to ParqHQ. Nothing in this Agreement shall preclude ParqHQ from using in any manner or for any purpose it deems necessary, the know-how, techniques, or procedures acquired or used by ParqHQ in the performance of services hereunder.
5. WARRANTY
5.1. Disclaimer of Warranties. Customer acknowledges and agrees that it is not relying on any statement or warranty not expressly provided herein with respect to the Software or maintenance, or other services provided hereunder. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED “AS IS” AND PARQHQ MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
5.2. No Modifications. Notwithstanding anything to the contrary in this Section, any and all warranties under this Agreement are VOID if Customer has made changes to the Software or has permitted any changes to be made other than by or with the express, written approval of ParqHQ.
6. INDEMNIFICATION
6.1. Indemnification. Customer will defend, indemnify, and hold harmless ParqHQ, its affiliates, and their respective directors, officers, employees, agents, successors, and assigns (collectively, "ParqHQ Indemnitees") from and against any and all claims, demands, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) (collectively, "Losses") arising out of or relating to:
6.1.1. Customer's misuse of the Software, including but not limited to any use that violates the license restrictions herein, unauthorized access by consultants or third parties, reverse engineering, benchmarking, or any use for competitive purposes;
6.1.2. Customer's unauthorized sharing, distribution, or disclosure of the Software, platform outputs, reports, analyses, or any ParqHQ Confidential Information;
6.1.3. Any use of the Software by unauthorized users through Customer's account, including but not limited to access by RPM International Inc., Accenture, or any other consultants or affiliates not expressly authorized in writing by ParqHQ;
6.1.4. Customer's use of any outputs, reports, or analyses generated by the Software to create derivative works, competing products, or services that compete with ParqHQ;
6.1.5. Customer's violation of any applicable laws, regulations, or third-party rights in connection with its use of the Software; and
6.1.6. Any unauthorized modifications to the Software or attempts to circumvent security features or audit mechanisms.
6.2. ParqHQ will promptly notify Customer of any claim for which indemnification is sought. Customer shall have sole control of the defense and settlement of any such claim, provided that Customer may not settle any claim that imposes liability on ParqHQ or requires any admission of fault by ParqHQ without ParqHQ's prior written consent. ParqHQ shall have the right to participate in the defense of any claim with counsel of its own choosing at its own expense.
7. CUSTOMER OBLIGATIONS
7.1. Ancillary Agreements. Customer agrees that no employees of ParqHQ shall be required to individually sign any agreement in SOW to perform any services hereunder including, but not limited to, access agreements, security agreements, facilities agreements or individual confidentiality agreements.
7.2. Verification. Customer agrees to participate in annual audits of Software usage and to demonstrate compliance with license restrictions as specified herein and in SOW. In addition, ParqHQ reserves the right to audit Customer's use of the Software and compliance with this Agreement up to once per calendar year upon ten (10) days' notice, or immediately upon notice if ParqHQ reasonably suspects a material breach of license restrictions. Customer agrees to cooperate fully with such audits, including providing access to relevant systems, usage logs, user lists, and personnel as reasonably requested by ParqHQ. ParqHQ may conduct audits through automated monitoring tools embedded in the Software that track user access, feature usage, data queries, and system interactions. Customer consents to such automated monitoring and agrees not to interfere with or circumvent these audit mechanisms. ParqHQ may also require Customer to run audit scripts or provide system-generated usage reports within ten (10) days of request.
1.1. License Grant. Subject to all limitations and restrictions contained herein and the SOW, ParqHQ grants Customer a subscription, nonexclusive and nontransferable right to use the Software as described in the SOW (“Use”).
1.2. Use. Customer shall not allow any website, that is not fully owned by Customer, to frame, syndicate, distribute, replicate, or copy any portion of Customer’s web site that provides direct or indirect access to the Software.
1.3. Additional Restrictions. In no event shall Customer disassemble, decompile, or reverse engineer the Software or Confidential Information (as defined herein) or permit others to do so. In addition, Customer may not benchmark the Software against any other products, use the Software in any manner that is competitive to ParqHQ or use Software outputs to create competitive products. Disassembling, decompiling, and reverse engineering include, without limitation: (i) converting the Software from a machine-readable form into a human-readable form; (ii) disassembling or decompiling the Software by using any means or methods to translate machine-dependent or machine-independent object code into the original human-readable source code or any approximation thereof; (iii) examining the machine-readable object code that controls the Software’s operation and creating the original source code or any approximation thereof by, for example, studying the Software’s behavior in response to a variety of inputs; or (iv) performing any other activity related to the Software that could be construed to be reverse engineering, disassembling, or decompiling. To the extent any such activity may be permitted pursuant to written agreement, the results thereof shall be deemed Confidential Information subject to the requirements of this Agreement. Customer may use ParqHQ’s Confidential Information solely in connection with the Software and pursuant to the terms of this Agreement.
2. MAINTENANCE AND SUPPORT SERVICES
2.1. Maintenance. ParqHQ shall use commercially reasonable efforts to provide corrections to reported problems that (i) prevent the Software from conforming in material respects to its specifications, and (ii) are replicated and diagnosed by ParqHQ as defects in the Software (“Maintenance and Support Services”). ParqHQ shall use commercially reasonable efforts to begin working on a resolution to Customer’s written notice of reported problems within fourteen (14) days, provided corrections shall be prioritized in ParqHQ reasonable discretion. A response is not a guaranty of a solution to the reported problem; however, ParqHQ will keep Customer apprised of the resolution closure. Additional features and functions are not included as part of the maintenance and support services.
2.2. Exclusions. ParqHQ shall not be obligated to provide Maintenance and Support Services for any software other than the generally available Software delivered to Customer pursuant to this Agreement (collectively the “Unsupported Code”). Any ParqHQ support services related to Unsupported Code shall be subject to execution of a mutually agreed upon Statement of Work.
2.3. Third Parties. ParqHQ shall have the right to use third parties, including employees of ParqHQ’s affiliates and subsidiaries (“Subcontractors”) in performance of its obligations and services hereunder and, for purposes of this Section, all references to ParqHQ or its employees shall be deemed to include such Subcontractors.
3. OWNERSHIP
3.1. Reservation of Rights. By signing the SOW, Customer irrevocably acknowledges that, subject to the licenses granted herein, Customer has no ownership interest in the Software, Deliverables, features, algorithms, methodologies, and outputs from the Software or ParqHQ materials provided to Customer or otherwise accessed by Customer. ParqHQ shall own all right, title, and interest in such Software and ParqHQ materials, subject to any limitations associated with intellectual property rights of third parties. ParqHQ reserves all rights not specifically granted herein.
3.2. Aggregate Data. As between the parties, ParqHQ owns and shall continue to own all right, title and interest in and to all aggregate and statistical information or analyses created and developed by ParqHQ from performance and usage data generated through Customer’s use of the Software (collectively, “Aggregate Data”). Aggregate Data is de-identified so that Customer cannot be identified as the source within the Aggregate Data.
4. CONFIDENTIALITY
4.1. Suggestions/Improvements to Software. Notwithstanding this Section, unless otherwise expressly agreed in writing, all suggestions, solutions, improvements, corrections, and other contributions provided by Customer regarding the Software or other ParqHQ materials provided to Customer shall be owned by ParqHQ, and Customer hereby agrees to assign any such rights to ParqHQ. Nothing in this Agreement shall preclude ParqHQ from using in any manner or for any purpose it deems necessary, the know-how, techniques, or procedures acquired or used by ParqHQ in the performance of services hereunder.
5. WARRANTY
5.1. Disclaimer of Warranties. Customer acknowledges and agrees that it is not relying on any statement or warranty not expressly provided herein with respect to the Software or maintenance, or other services provided hereunder. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED “AS IS” AND PARQHQ MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
5.2. No Modifications. Notwithstanding anything to the contrary in this Section, any and all warranties under this Agreement are VOID if Customer has made changes to the Software or has permitted any changes to be made other than by or with the express, written approval of ParqHQ.
6. INDEMNIFICATION
6.1. Indemnification. Customer will defend, indemnify, and hold harmless ParqHQ, its affiliates, and their respective directors, officers, employees, agents, successors, and assigns (collectively, "ParqHQ Indemnitees") from and against any and all claims, demands, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) (collectively, "Losses") arising out of or relating to:
6.1.1. Customer's misuse of the Software, including but not limited to any use that violates the license restrictions herein, unauthorized access by consultants or third parties, reverse engineering, benchmarking, or any use for competitive purposes;
6.1.2. Customer's unauthorized sharing, distribution, or disclosure of the Software, platform outputs, reports, analyses, or any ParqHQ Confidential Information;
6.1.3. Any use of the Software by unauthorized users through Customer's account, including but not limited to access by RPM International Inc., Accenture, or any other consultants or affiliates not expressly authorized in writing by ParqHQ;
6.1.4. Customer's use of any outputs, reports, or analyses generated by the Software to create derivative works, competing products, or services that compete with ParqHQ;
6.1.5. Customer's violation of any applicable laws, regulations, or third-party rights in connection with its use of the Software; and
6.1.6. Any unauthorized modifications to the Software or attempts to circumvent security features or audit mechanisms.
6.2. ParqHQ will promptly notify Customer of any claim for which indemnification is sought. Customer shall have sole control of the defense and settlement of any such claim, provided that Customer may not settle any claim that imposes liability on ParqHQ or requires any admission of fault by ParqHQ without ParqHQ's prior written consent. ParqHQ shall have the right to participate in the defense of any claim with counsel of its own choosing at its own expense.
7. CUSTOMER OBLIGATIONS
7.1. Ancillary Agreements. Customer agrees that no employees of ParqHQ shall be required to individually sign any agreement in SOW to perform any services hereunder including, but not limited to, access agreements, security agreements, facilities agreements or individual confidentiality agreements.
7.2. Verification. Customer agrees to participate in annual audits of Software usage and to demonstrate compliance with license restrictions as specified herein and in SOW. In addition, ParqHQ reserves the right to audit Customer's use of the Software and compliance with this Agreement up to once per calendar year upon ten (10) days' notice, or immediately upon notice if ParqHQ reasonably suspects a material breach of license restrictions. Customer agrees to cooperate fully with such audits, including providing access to relevant systems, usage logs, user lists, and personnel as reasonably requested by ParqHQ. ParqHQ may conduct audits through automated monitoring tools embedded in the Software that track user access, feature usage, data queries, and system interactions. Customer consents to such automated monitoring and agrees not to interfere with or circumvent these audit mechanisms. ParqHQ may also require Customer to run audit scripts or provide system-generated usage reports within ten (10) days of request.
