Terms of Service

Last Updated: 4.2.2022 - PARQHQ

These Terms of Service, together with any other document referenced (whether by means of a hyperlink orotherwise) in these Terms of Service (collectively, these “Terms”), govern your access to, and use of, the websites, mobile applications, SAAS platforms and other products and services (collectively, the “Services”) that are provided by Parlytix Inc. and its affiliates and subsidiaries (“Parlytix,” “PARQ”, “we” or “us”).

PLEASE READ THESE TERMS CAREFULLY. THESE TERMS CONTAIN IMPORTANT INFORMATION THAT AFFECTS YOU AND YOUR USE OF THE SERVICES. IF YOU ARE ACCESSING OR USING THE SERVICES IN YOUR WORK OR BUSINESS CAPACITY OR ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY OR ENTITY TO THESE TERMS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL ALSO REFER TO THE COMPANY OR ENTITY WHICH YOU REPRESENT OR ARE EMPLOYED BY, ITS AFFILIATES, AND EACH OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL ADDITIONAL TERMS INCORPORATED HEREIN BY REFERENCE ON YOUR OWN BEHALF AND, AS APPLICABLE,ON BEHALF OF THE COMPANY OR ENTITY WHICH EMPLOYS YOU OR WHICH YOU REPRESENT. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

We reserve the right to change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by sending you an email notification, by providing notice through the Services, or by updating the “Last Updated” date at the top of these Terms. Your continued use of the Services will confirm your acceptance of the revised Terms. We encourage you to frequently review the Terms to ensure that you understand the terms and conditions that apply to your access to and use of the Services. If you do not agree to any amended Terms, you must immediately stop accessing and using the Services and give us written notice.

1. Your Data and Our Privacy Policy

All requests for proposals, specifications, forecasts, timelines, technical information, pricing information and other information (collectively, “Data”) that you provide to use through the Services belong to you. By providing us your Data, you grant us the royalty-free, worldwide, irrevocable, perpetual right and license to use, translate, modify, publish, transmit, display, reproduce, commercially exploit, and otherwise act with respect to your Data in order to operate the Services and for our own business purposes. We will maintain the confidentiality of your Data, and we will never sell or provide your Data to another party without your explicit consent or as you have agreed to in these Terms or our Privacy Policy. We may use anonymized data from all our members to create models and provide market information to our members, all of which are our property. If you are given access to specifications, technical information or other information provided by a prospective customer (“Customer Information”) through the Services in order to prepare a bid or proposal, you may not use such Customer Information for any purpose other than to prepare such bid or proposal and, if your bid or proposal is accepted, to perform the work or services, and/or to deliver the goods or equipment, required by such bid or proposal.

Your Data may be transmittedto/from and stored by us or our third-party service providers in the UnitedStates and other countries. As such, Your Data may potentially be accessible tothe law enforcement and national security authorities of those jurisdictions inaccordance with the laws of those jurisdictions. We maintain industry standardinformation security policies and processes (including technical,administrative and physical safeguards) designed to prevent unauthorized accessto or use or disclosure of any your personal information, although we cannotguarantee that such policies and processes will prevent all unauthorized accessto your personal information.

By using and/or accessing the Services, you indicate that you understand the information collection, use, and disclosure practices described in our Privacy Policy. Please refer to our Privacy Policy at https://www.parqbid.com/privacy for information about how we collect, use, and disclose information and for information about your access to and control over your Data. Nothing in these Terms amends or modifies our Privacy Policy.

If you provide personal information (for example, names and email addresses) to us on behalf of other users of the Services, you represent and covenant that you have obtained, from each such user, consent to disclose that information to us for such purposes, and that you will give us written notice if any such consent is revoked or modified.

2. Eligibility and Registration

The Services are not targeted towards, nor intended for use by, anyone under the age of 18. By using the Services, you represent, warrant and covenant that you: a) are 18 years of age or older; b) have not been previously suspended or removed from the Services; c) do not have more than one online account with us; d) have full power and authority to agree to these Terms and that, in doing so, you will not violate any other agreement to which you are a party; e) you will not provide any Data to use where such provision would violate any applicable law; and f) you will not use our Services in any manner which would violate any applicable law. Access to the Services is provided for authorized users only and may not be shared with others except as expressly authorized by us. We may monitor your use of the Services to ensure compliance with these Terms. We may suspend your access to the Services upon any material violation of these Terms, until such violation is remedied.

In order to access and use certain areas or features of the Services, you will be required to register foran online account to log into the Services. When registering for an account,you cannot create an account name that incorporates a trade name or trademark without authorization from the trade name or trademark owner. We reserve theright to reclaim account names, or to take other reasonable action as necessary, on behalf of any business or individual that holds legal claim,including trade name or trademark rights, in a name or mark.

In consideration of your use of the Services, you agree to: a) provide accurate, current and complete account information; b) maintain and promptly update your account information; c) maintain the security of your password and accept all risks of unauthorized access to your account and the information you provide to us; and d) promptly notify us if you discover or otherwise suspect any security breaches related to the Services.

3. Payment Terms 

You will pay us all recurring and non-recurring fees, charges and expenses (collectively, “Charges”) in accordance with the payment terms set forth in your on-line order form or other order documentation (each an “Order Form”) and these Terms. All payments must be made in U.S. dollars unless otherwise agreed in writing by us. Except to the extent otherwise expressly agreed to by us, fees for the Services must be prepaid by credit card for the applicable initial term. The applicable Services will be activated upon the successful processing of your payment.

Except to the extent otherwise expressly set forth in the applicable Order Form, by entering an Order Form to access and use the Services with a credit card, you authorize us to automatically charge your credit card at the then-current renewal rate in advance of each billing period unless you cancel at least 30 days prior to the expiration of the current term and/or all other fees and charges designated in the Order Form. You are solely responsible for the payment of all taxes, assessments, tariffs and duties arising from or related to the Services, and we will add such taxes to our charges for Services.

If you do not pay any applicable charges when due or if we are unable to successfully charge your credit card for amounts due under your Order Form or any renewal thereof, then we may, without limiting our other rights and remedies, suspend or cancel your access to the Services.

4. Copyright and Limited License

Copyright Notice: © 2021 Parlytix Inc.

Unless otherwise agreed by us, the Services, including all text, graphics, pictures, information, data, software, sound files, reports, scorecards, rankings, matrices, forecasts, spreadsheets, graphics, tables, charts, data, compilations of data, databases, assessment tools, content, tools, web pages, e-mails, text messages, mobile apps, RSS feeds, bulk data downloads, widgets, webcasts, audio and video files, application programming interfaces that support the interoperation of your intranet or software applications with the Services, and files, any reports generated from the use of the Services and the design, selection and arrangement thereof, are our proprietary property or that of our licensors, and are protected by U.S. and international copyright laws.

You are hereby granted a limited,non-transferable, non-exclusive, non-sublicensable license to access and use the Services; however, such license is subject to these Terms and, unless expressly permitted in the Order Form, does not include: a) any resale of the Services ; b) the distribution, public performance, or public display of any Services; c) modifying or otherwise making any derivative uses of the Services, or any portion thereof; d) use of any data mining, robots, or similar data gathering or extraction methods; e) downloading (other than the page caching) of any portion of the Services or any information contained therein, except as expressly permitted on the Services; and f) any use of the Services other than for their intended purposes. Any use of the Services other than as specifically authorized herein, without our prior written permission,is strictly prohibited and will terminate the rights granted herein. Such unauthorized use also may violate applicable laws, including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein or otherwise by us, nothing in these Terms will be construed as conferring any license to intellectual propertyrights, whether by estoppel, implication or otherwise. This license is revocable at any time.

6. Your Use of the Services 

You agree that you will not store, transmit, upload or share through the Services any information, content,files or data, or otherwise engage in any conduct, that: a) violates orinfringes upon the rights of any third party; b) involves uploading, posting, emailing, transmitting or otherwise making available information, content, files or data that you do not have the right to make available under any law or under contractual or fiduciary relationships; c) is likely to damage, disable, overburden, or impair the Services or otherwise interfere with the use of the Services by others; d) contains viruses or any other computer code, files or programs that interrupt, impair, destroy or otherwise limit in any way the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of a computer or computer network; e) violates the applicable Order Form, these Terms or any other terms of use, rules, guidelines, codes of conduct or policies applicable to the Services; or f) violates any applicable law, rule or regulation.

If your Order Form includes our provision of an application program interface (an “API”) for the Services, we grant to you a non-exclusive, non-transferable right to use such API solely for the purpose of accessing the Services during the term of the applicable Order Form, in accordance with our technical requirements and limitations for the API as published from time to time. Upon the expiration or termination of the applicable Order Form, you must cease all use of the API and delete the API from your computer systems.

7. Third-Party Content 

We may provide third-party content, including advertisements and promotions with respect to goods and services and links to web pages and content of third parties (collectively,“Third-Party Content”) as a service to those interested in this information. We do not control, endorse or adopt any Third-Party Content and make no representation or warranties of any kind regarding the Third-Party Content, including its accuracy or completeness. You acknowledge and agree that we are not responsible or liable in any manner for any Third-Party Content and that we undertake no responsibility to update or review any Third-Party Content. Your use of such Third-Party Content is at your own risk. When you leave the Services, you should be aware that our Terms no longer govern. You should review the applicable terms for Third-Party Content, including privacy policies.

8. Feedback

If and to the extent you submit questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information or materials about us and the Services(collectively, “Feedback”), such Feedback, whether submitted through the Services or otherwise, is non-confidential and will become our sole property. We will own exclusive rights, including all intellectual property rights, in and to such Feedback and will be entitled to the unrestricted use and dissemination of all Feedback for any purpose, commercial or otherwise, without acknowledgmentor compensation to you.

9. Indemnification and Liability 

You agree to defend, indemnify and hold harmless us and our partners, independent contractors, service providers and consultants and our respective directors, officers, employees and agents (collectively, the “Indemnified Parties”) from and against any claims, damages, costs, liabilities and expenses (including, but not limited to,reasonable attorneys’ fees) arising out of or related to: a) any access anduse of the Services by or for you and your authorized users and any person orentity accessing your account using your passwords on the Platform; b) your interactions, relationships or correspondence with other users of the Services; c) any content you post, upload, use, distribute, store or otherwise transmiton or through the Services; d) any Feedback that  you provide; e) any violation of these Terms by you or your authorized users and any person or entity accessing your account using your passwords on the Platform; and g) any violation of the rights of any third part by you or your authorized users and any person or entity accessing your account using your passwords on the Platform.

We will defend or, at our option, settle, any action, claim or proceeding brought against you to the extent that it is based upon an assertion that any of the Services, when used by you and your authorized users in accordance with these Terms, infringe, violate, or misappropriate a copyright, patent or trade secret of any third party (an“Infringement Claim”). We will indemnify and hold you harmless against all damages awarded and reasonable costs and expenses incurred in connection with any Infringement Claim, provided that you promptly notify us in writing of the Infringement Claim, you timely cooperate with our requests for assistance, access to records, materials, document production and/or testimony and give us complete authority, information, and assistance to defend such Infringement Claim and sole control of the defense or settlement of such Infringement Claim.

IN NO EVENT WILL WE BE LIABLE FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON THE SERVICES, OR FOR ANY CONSEQUENTIAL, SPECIAL, OR SIMILAR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR LIABILITY, IF ANY, ARISING OUT OF ANY KIND OF CLAIM(WHETHER IN CONTRACT, TORT, OR OTHERWISE), IN ANY WAY CONNECTED WITH ANY SERVICE WILL NOT EXCEED THE AMOUNT PAID TO US FOR THE APPLICABLE SERVICE.

10. Warranties and Disclaimers 

EXCEPT AS EXPRESSLY AGREED IN AWRITING SIGNED BY US, THE SERVICES AND THE CONTENT CONTAINED THEREIN ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WHILE WE WILL USE REASONABLE COMMERCIAL EFFORTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SERVICES, INCLUDING OUR WEBSITES AND SERVERS, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD.

11. Modifications to the Services

We reserve the right to modify or discontinue, temporarily or permanently, the Services or any features or portions thereof, without prior notice. You agree that we will not be liable for any modification, suspension or discontinuance of the Services or any part thereof.

12. Applicable Law; Arbitration 

PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

Any dispute arising from these Terms or your use of the Services must be arbitrated (to the extent permitted by law), except for any dispute in which equitable or other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, tradesecrets, or patents is sought. ARBITRATION PREVENTS YOU FROM SUING US IN COURTAND FROM HAVING A JURY TRIAL. You must notify us in writing of any dispute within thirty (30) days after it arises. The arbitration will be conducted in Austin, Texas, U.S.A., by a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The state or federal courts in Austin, Texas, U.S.A. have exclusive jurisdiction over any appeals of an arbitration award and over any suit not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authorityto grant any remedy that would otherwise be available in court. Any dispute regarding the Services or these Terms will be governed by the laws of the State of Texas,U.S.A., without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, NO CLASS ACTION, CLASS ARBITRATION OR REPRESENTATIVE ACTION OR PROCEEDING MAY BE COMMENCED OR PURSUED.

13. Notice of Claims of Intellectual PropertyViolations

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any materials submitted to the Service, the Platform and/or the Site infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Site or made available in the Services are covered by a single notification, a representative list of such works); c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Everything Marketing to locate the material on the Site or made available in the Services; d) the name, address, telephone number and email address (if available) of the complaining party; e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Site or the Services should be sent to legal@parqhq.com. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.

Please provide all of the information requested above. No specific form is required to provide us with notifications of possible infringement. However, it will take us longer to process your notice if any of this information is not provided, and in some cases, we may not be able to process your notice. Also please note that, due to security concerns, attachments cannot be accepted. Accordingly, any notification of possible infringement submitted electronically with an attachment will not be received or processed.

14. General Terms

We may use your organization’s name and logo in our list of customers on our website and in other promotional materials, provided that you may revoke your consent to such use at any time by giving us written notice.

We will not be liable for any delays due to acts of God, acts or omissions of Customer, acts of civil or military authorities, government regulation or priorities, fires, floods, epidemics, war, riots, strikes, third party material or manufacturing delays, transportation delays, Internet or telecommunication outages, impossibility or impracticability of performance or any other cause or causes beyond our control.

As used in these Terms,“including” means “including without limitation.” If any provision of these Terms will be deemed unlawful, void or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.

Except as otherwise expressly set forth in these Terms, these Terms constitute the entire agreement between you and us regarding the Services. In no case will any preprinted terms on your purchase order or similar document have any effect.

Your use of the Site and the Services is personal and you may not assign or transfer any of your rights and obligations under this Agreement without our prior written authorization. We may subcontract, assign, transfer or convey our rights and obligations under this Agreement by contract, merger, reorganization or operation of law to a third party without your prior notice or consent.