Terms and Use Agreement

These Terms of Service (the “Agreement“) constitute a binding legal agreement between Parley Technologies, Inc. (“Parley“) and the Parley customer (either an individual or an entity) entering into an Order that is governed by this Agreement (“Company”).  Parley and Company will each be referred to as a “Party” and together, the “Parties”.

By entering into an Order that is governed by this Agreement, or by otherwise using the Parley Platform, Company agrees to be bound by this Agreement and to use the Services in compliance with this Agreement.

Parley may make changes to this Agreement from time to time. If Parley makes any material changes, it will notify Company by sending Company an email to the last email address Company provided to Parley (if any) and/or by prominently posting notice of the changes on the Parley Platform. Any changes to this Agreement will be effective upon the earlier of thirty calendar days following Parley’s dispatch of an e-mail notice to Company (if applicable) or thirty calendar days following Parley’s posting of notice of the changes on the Parley Platform. Any such changes will be effective immediately for new users of the Services. Users of the Services are responsible for providing Parley with their most current email address. In the event that the last email address that Company has provided to Parley is not valid, or for any reason is not capable of delivering to Company the notice described above, Parley’s dispatch of the email containing that notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of the Services following any such notice of changes will indicate Company’s acknowledgement of the changes and Company’s agreement to be bound by those changes.

For good and valuable consideration, the adequacy, receipt and sufficiency of which are acknowledged, Company and Parley agree as follows:

1.              Definitions.  As used in this Agreement, each of the following terms will have the meanings attributed to them as follows:

“Additional Credit Fees” means the fees payable by Company for Additional Credits, calculated at the List Price.

“Additional Credits” means Credits consumed by Company in a monthly Billing Period in excess of the sum of the Included Credits for that Billing Period and any Rollover Credits then available to Company.

“Affiliate” means, with respect to a Party, any entity that, directly or indirectly, controls, is controlled by, or is under common control with that Party; and “control” means the direct or indirect possession of the power to direct or cause the direction of the management and policies of another entity, whether through the ownership of voting securities, by contract or otherwise.

“Aggregate Data” means aggregated and deidentified statistical information or analyses collected by Parley relating to Company’s use of the Services.

“Authorized User” means Company’s employees, such as attorneys and paralegals, and the employees of Company’s subcontractors that have been assigned a unique username-password combination to access and use the Services.

“Billing Period“ means each monthly period during the Subscription Period. The first Billing Period begins on the Order Effective Date, and each subsequent Billing Period begins on the same day of the month as the Order Effective Date; provided that if a given month does not contain that day, the Billing Period will begin on the last day of that month. Each Billing Period ends immediately prior to the commencement of the next Billing Period.

“Company Content” means any content or information that Company, Company’s subcontractors or their respective Authorized Users upload into the Parley Platform or otherwise make available to Parley in connection with the Services; provided, however, that Company Content will not include any Generated Content.

“Company Property” means:  (a) Company Content; (b) Generated Content; and (c) Company’s Confidential Information.

“Confidential Information” means all technical, business, financial and other information of a Party that derives economic value, actual or potential, from not being generally known to others, including, without limitation, any technical or non-technical data, designs, methods, techniques, drawings, processes, products, inventions, improvements, methods or plans of operation, research and development, business plans and financial information of that Party.  The Confidential Information of Parley includes, without limitation, the Parley Property.  Company’s Confidential Information includes, without limitation, Company Content.  Confidential Information does not include information that the receiving Party can document:  (i) has entered the public domain through a source other than the receiving Party and through no fault of the receiving Party; (ii) was rightfully known to the receiving Party without a confidentiality obligation prior to the commencement of the Services; (iii) is disclosed to the receiving Party by a third party that has no confidentiality obligation; or (iv) is developed by the receiving Party independently of and without reference to any Confidential Information.

“Credit” means the unit of measurement Parley uses to meter Company’s consumption of the Metered Features. Parley determines the number of Credits consumed by a given use of a Metered Feature and will make Company’s Credit consumption available to Company through the Parley Platform.

“Fees” means the Parley fees for the Services, as set forth in or determined in accordance with each Order, including the Subscription Fees and any Additional Credit Fees. 

“Generated Content” means any content or data generated by the Parley Platform through the AI analysis of Company Content.

“Included Credits” means the quantity of Credits included in Company’s Subscription Fee for each monthly Billing Period of the Subscription Period, as set forth in the Order.

“Intellectual Property Rights” means patent rights (including patent applications and invention disclosures), design rights, copyrights, rights in database, moral rights, trademarks, service marks, trade secrets, know-how, rights in or relating to confidential information and any other intellectual property right (whether registered or unregistered) recognized in any country or jurisdiction in the world, now or hereafter existing, and whether or not perfected, filed or recorded including all rights to any applications and pending registrations and the right to sue for and recover damages for past infringements.

“List Price” means Parley’s standard price per Credit, as set forth on the Order.

“Metered Features” means the AI features and functionality of the Parley Platform for which Parley meters Company’s consumption of Credits.

“Order” means a written order for subscription to the Services that Company accepts online.

“Order Effective Date” means the date on which Company accepts the Order online.

“Parley API” means Parley’s proprietary application program interface and associated services, if any, through which Company may access the Parley Platform.

“Parley API Materials” means documentation, code, and other materials, if any, that Parley provides or makes available to Company relating to use of the Parley Platform and/or Parley API.

“Parley Platform” means Parley’s cloud-based platform providing an AI-native system for legal work. The Parley Platform ingests, organizes, and stores Company Content, and applies artificial intelligence to that Company Content in order to analyze and extract information from it, generate drafts and other work product, populate and update records, execute automated workflows and agentic tasks, and otherwise assist Authorized Users in managing matters and client relationships.

“Parley Property” means:  (a) the Parley Platform; (b) the Plug-In Application; (c) the Parley API and Parley API Materials; (d) any user documentation and training materials provided by Parley; (e) any deliverables, software, applications, inventions or other technology developed and/or provided by Parley in connection with any Services; (f) any Confidential Information of Parley; (g) Aggregate Data; and (h) any improvements, enhancements, modifications and/or derivative works of any of the foregoing.

“Plug-In Application” means Parley’s proprietary plug-in application for Microsoft Word that can only be used by customers of the Parley Platform.

“Rollover Credits” means Credits that are unused at the end of a Billing Period and that carry forward into subsequent Billing Periods, subject to Section 5.6.

“Services” means:  (a) the Parley Property; (b) support and maintenance services to be provided by Parley pursuant to Section 2.5; and/or (c) any other services performed by Parley under this Agreement.

“Subscription Period” means the period set forth in the Order.

“Subscription Fees” means the recurring flat fee payable for each Billing Period by Company, as set forth in the Order.

“Term” has the meaning set forth in Section 10.1.

“Third-Party Materials” means any third-party code, model, algorithm or content used with the Services that is provided under separate license agreement with the applicable third-party licensor, including any AI models and open-source software.

“Upgrades” means any upgrades, updates, revisions, corrections, modifications improvements, bug fixes, patches, maintenance releases, versions, and enhancements to the Parley Platform that Parley makes generally available to its customers at no additional charge during the Term, excluding any beta versions thereof.

2.              Services.

2.1.           Description of Services. The Parley Platform is a cloud-based platform providing an AI-native system for legal work. The Parley Platform ingests, organizes, and stores Company Content, and applies artificial intelligence to that Company Content in order to analyze and extract information from it, generate drafts and other work product, populate and update records, execute automated workflows and agentic tasks, and otherwise assist Authorized Users in managing matters and client relationships.

2.2.           Provision of Services.  Parley will host and provide to Company the Parley Platform and/or other Services in accordance with this Agreement and each Order. Unless otherwise agreed in an Order, the Parley Platform and Plugin Application will be deemed delivered to Company when Parley gives Company Internet access to the Parley Platform and Plugin Application, as applicable. Delivery of the Services is without regard to when Company actually first uses the Services.  If Company requests additional services outside the scope of the Services as stated in the initial Order, the Parties will mutually agree upon the scope and terms of those additional services in a subsequent Order, and the services described in that Order will become part of the Services. Parley may update the Services and pricing set forth in any Order by giving notice to Company by email or in-platform service notice. Any such update will take effect at the beginning of the first renewal Subscription Period that commences at least thirty (30) days after the date that notice is given.  Parley’s personnel performing the Services may be either Parley employees or subcontractor personnel.  Parley will be responsible for any acts or omissions of Parley’s employees or subcontractors that cause Parley to be in breach of this Agreement.  If Parley makes a Parley API available for use by its customers in its sole discretion, Parley will provide Company with any Parley API Materials necessary for Company to access the Parley Platform via the Parley API; provided, however, that Parley will have no obligation to provide any Parley API.  Subject to Section 6, Company will use commercially reasonable efforts to make available to Parley all Company Property and resources reasonably requested by Parley to enable Parley to perform the Services.  Company agrees to cooperate reasonably with Parley’s efforts to provide the Services, and Parley will not be responsible for any delays in providing the Services to the extent caused by Company’s failure to cooperate with Parley.

2.3.           Company’s Account and Authorized Users. Parley will establish in the Parley Platform any necessary accounts for the number of Authorized Users, and Company will have the ability to provision accounts for their Authorized Users.  For the avoidance of doubt, login credentials will be associated with named Authorized Users, and Company will not  allow Company’s subcontractors to use the Services in connection with providing services to any third party (such as other law firms or clients not represented by Company).  In the event Company desires to transfer an Authorized User login to a new employee or subcontractor, Parley will assist Company with that transfer.  Authorized Users of the Parley Platform will have the ability to use the Parley Platform to upload Company Content, review and export Generated Content, manage Company’s account, and otherwise use the functionalities described in the user documentation for the Parley Platform that Parley makes available to Company.  Company agrees to keep Company’s account credentials for the Parley Platform confidential and not to share them with any third party other than Authorized Users.  Company is fully responsible for all activities that occur under Company’s account and for maintaining up-to-date and accurate information (including without limitation valid contact information) with respect to Company’s account. Company will be responsible for maintaining the security of Company’s account, passwords (including but not limited to administrative and Authorized User passwords) and files, and for all uses of Company’s account with or without Company’s knowledge or consent, to the extent that use was not due to an action or inaction of Parley. Company further agrees to cooperate with Parley in establishing a password or other procedures for verifying that only Authorized Users have access to any administrative functions of the Parley Platform.  Company will require Authorized Users to maintain proper password security, and to maintain the confidentiality of Company’s account.  Company is responsible for the actions of Authorized Users and anyone accessing the Parley Platform using the credentials of any Authorized User.

2.4.           Ability to Request Data.  At any time during Company’s Subscription Period and for a period of thirty (30) days afterward (“Data Request Period”), Company will have the ability to request any Company Content and/or Generated Content then stored in the Parley Platform.  Following the Data Request Period, Company will not have the ability to request or download Company Content or Generated Content and Parley will have the right to delete any of Company Content or Generated Content.

2.5.           Maintenance and Support; Service Levels.  Parley will use commercially reasonable efforts to keep the Parley Platform operational throughout the term of this Agreement, exclusive of downtime necessary for scheduled and emergency maintenance.  Parley will provide support to Company during the hours of 9 a.m. to 5 p.m. Pacific Time, Monday through Sunday (excluding national holidays), via phone and email, for all technical support issues relating to the Parley Platform.  At Parley’s sole discretion, Parley will make Upgrades available to Company when generally available and at no additional charge.  For the avoidance of doubt, Parley reserves the right to offer certain enhancements and optional services for the Parley Platform for an additional charge, in Parley’s sole discretion.  Company will have sole responsibility for the computers, mobile devices and networks Company uses to access the Parley Platform.

2.6.           Free Trials.  Company will have the ability enter into an Order allowing Company to try out the Parley Platform on a limited-use basis during a trial period at no cost (“Free Trial”).  At the end of the Free Trial period, unless Company notifies Parley via Company’s account prior to the end of the Free Trial period that Company does not wish to continue to use the Parley Platform after the Free Trial period, the Order will automatically renew for a Subscription Period at the published plan tier selected by Company.  As a condition of using the Parley Platform during the Free Trial period, Company will be required to provide a valid credit card or valid ACH payment information, which will not be charged until the Order renews for the Subscription Period set by the Order.  With respect to the Free Trial period, the representations, warranties, indemnities and obligations of Parley set forth in Sections 7.1, 8.1 and 8.2 will not apply as specified in those sections, and Parley’s liability will be limited as specified in Section 9.

3.              Licenses.

3.1.           Licenses to Parley Platform.  Subject to the terms and conditions of this Agreement, Parley hereby grants to Company a non-exclusive, non-sublicensable (except as expressly permitted under this Agreement), non-transferable (except as expressly permitted under this Agreement) revocable license, during the Subscription Period set forth in each Order, to access and use the Parley Platform and Plug-In Application, user documentation and training materials (if provided by Parley), Parley API (if provided by Parley) and the Parley API Materials (if provided by Parley) for the purposes described in Sections 2.1 and 2.3.  Company may permit the number of Authorized Users authorized under Company’s Order to exercise the rights set forth in the preceding sentence, provided that:  (i) any Authorized Users who are subcontractors must only exercise those rights in the course of performing services for Company; and (ii) Company will ensure that all Authorized Users comply with this Agreement and Company will be liable for any breach of this Agreement caused by any Authorized Users.

3.2.           Restrictions on Use of Parley Property. Company will not attempt to interfere with or disrupt any of the Parley Property.  Except as expressly authorized under the Agreement, Company will not, and will not allow any Authorized User or other third party to:  (a) reverse compile, disassemble, decompile or engineer, copy, modify, adapt or create derivative works of or from the Parley Property; (b) work around any technical limitations in the Parley Property, or use any tool to enable features or functionality that are otherwise disabled in the Parley Property; (c) perform or attempt to perform any actions that would interfere with the proper working of the Parley Property, or prevent access to or use of the Parley Property by Parley’s other licensees or customers (including but not limited to any form of dedicated denial-of-service scheme or over-burdening a targeted server with ping requests); (d) access or attempt to access any accounts or data on the Parley Property, other than those explicitly belonging to Company or provided by Parley for Company’s use; (e) make the Parley Property available to, or use the Parley Property for the benefit of, anyone other than Company or its customers; (f) assign, transfer, sell, resell, license, sublicense, distribute, rent or lease the Parley Property, or use the Parley Property in a service bureau or outsourcing offering; (g) copy the Parley Property or any part, feature, function or user interface thereof; (h) access or use the Parley Property to build a competitive product or service; (i) use the Parley Property in connection with any high risk or strict liability activity (including, without limitation, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like); (j) permit direct or indirect access to or use of the Parley Property in a way that circumvents any contractual usage limit; (k) use web scraping, web harvesting, or web data extraction methods to extract data from Parley’s software, models or systems; (l) use the Parley Property other than in accordance with this Agreement and the Order and in compliance with all applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning export, intellectual property, consumer and child protection, obscenity or defamation); (m) upload to the Parley Property, or use the Parley Property in connection with, any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device; or (n) remove, alter or obscure any of Parley’s (or its licensors’) copyright notices, proprietary legends, trademark or service mark attributions, patent markings or other indicia of Parley’s (or its licensors’) ownership or contribution from the Parley Property or any copies Company is permitted to make of the Parley Property. 

3.3.           License to Company Content and Generated Content.  Subject to the terms and conditions of this Agreement, Company hereby grants Parley an non-exclusive, royalty-free, non-transferable (except as expressly permitted under this Agreement), non-sublicensable (except as expressly permitted under this Agreement), worldwide license during the applicable Subscription Period to reproduce, store, display and use any of Company Content and Generated Content (including without limitation any header data or metadata included in Company Content or Generated Content) to provide the Services to Company and for testing, diagnostics and troubleshooting. Parley shall not use any Company Content or Generated Content to train, fine-tune, or otherwise develop AI models that are deployed for or accessible by other customers. Parley will have the right to permit its subcontractors and service providers to exercise the foregoing rights to provide services to Parley, provided that Parley will be responsible for any breach of this Agreement caused by any such subcontractors.

4.              Proprietary Rights.

4.1.           Parley Property.  Except for the limited license granted in this Agreement, as between the Parties, all right, title, and interest in and to any Parley Property, including without limitation any associated Intellectual Property Rights, are and will remain the exclusive property of Parley and its licensors.  Parley reserves all rights in and to all the Parley Property and nothing contained in this Agreement will be construed as conveying any right or license in any Parley Property, by implication, estoppel, or otherwise.  This Agreement does not authorize a sale of, and does not convey to Company any rights of ownership or any other Intellectual Property Rights in or related to, the Parley Property.

4.2.           Use of Aggregate Data.  Company understands and agrees that Parley owns the Aggregate Data and will have the right to collect and use that data for product development and for other commercial purposes in its sole discretion; provided, however, that Parley will only store and use Aggregate Data, and share that data with third parties, if that data is aggregated with data of other Parley customers and is deidentified, such that it cannot be used to identify Company or any Authorized User.

4.3.           Company Property.  Except for the limited license granted in this Agreement, as between the Parties, all right, title, and interest in and to any Company Property, including without limitation any associated Intellectual Property Rights, are and will remain the exclusive property of Company and Company’s licensors. 

4.4.           Responsibility for Company Content.  Company is responsible for all Company Content, including for the accuracy, legality and integrity of that content, and Company must obtain in advance all consents, approvals, licenses, and permissions necessary to collect and upload Company Content to the Services.  Company must not upload to the Services, or permit any third party to upload, any content that violates third-party privacy, publicity, or intellectual property rights; violates applicable laws, regulations or industry standards; or contains hate speech or material that is violent, obscene, pornographic, abusive, defamatory, offensive, or otherwise not reasonably related to the Services.  Without limiting any of Parley’s other rights and remedies, Parley will have the right (but not the obligation) in its sole discretion to remove from the Services any such content that violates this Agreement or any of Parley’s policies and procedures, or is otherwise objectionable.  COMPANY MUST NOT CAUSE TO BE UPLOADED TO THE SERVICES ANY CONTENT FOR WHICH COMPANY DOES NOT HAVE ALL NECESSARY OWNERSHIP RIGHTS AND/OR LICENSES, CONSENTS OR PERMISSIONS.

4.5.           Feedback.  Parley will have the perpetual, irrevocable right to use any suggestions, ideas, enhancement requests, feedback, code, or other recommendations provided by Company or any Authorized User relating to the Parley Property (“Feedback”) for any purpose in Parley’s sole discretion.  Company will not use any Feedback for any purpose or disclose any Feedback to any third party without Parley’s prior written consent.

5.              Payment Obligations.

5.1.           Fees. Company will pay Parley the Subscription Fees together with any Additional Credit Fees, in each case as set forth in or determined in accordance with the Order and this Section 5. The Subscription Fee is a flat fee that includes the Included Credits and is payable in full regardless of the number of Credits Company actually consumes in any Billing Period. Parley will have the right to update the Services, the Subscription Fees, the Included Credits, and the List Price by giving notice to Company by email or in-platform service notice.  Any such update will take effect at the beginning of the first renewal Subscription Period that commences at least thirty (30) days after the date that notice is given.

5.2.           Payment. Parley will invoice the Subscription Fee to Company monthly in advance during the applicable Subscription Period, beginning on the Order Effective Date and on each monthly anniversary thereof, and will invoice any Additional Credit Fees in advanced of making the corresponding Additional Credits available. Company will enroll in and maintain automatic payment by credit card or ACH through Parley’s designated third-party payment processor, will keep a valid payment method on file at all times during the Term, and authorizes Parley and that processor to automatically charge that payment method for all Fees on each due date. In the event of early termination of this Agreement, Parley will have the right to charge Company for any Subscription Fees and Additional Credit Fees then accrued and payable for Services performed through the effective date of termination. Except as otherwise expressly provided in this Agreement, all Fees, including all Subscription Fees, Additional Credit Fees and prepaid amounts, are non-refundable. All amounts billed to Company will be expressed in, and Company will make all payments in, United States dollars. If Company believes that Parley has billed Company incorrectly, Company must contact Parley no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, to receive an adjustment or credit. Inquiries should be directed to Parley’s customer support department ([email protected]). Company will pay all amounts due without any set-off, counterclaim, deduction or withholding. Parley may, at its option, apply money Company owes to Parley against any money that Parley then owes to Company. Parley and Company will use good faith efforts to resolve any disputed invoiced amounts or charges.

5.3.           Annual Prepayment.  Company may elect in the Order to prepay the Subscription Fees for the entire twelve (12) month Subscription Period in advance on the Order Effective Date. Additional Credit Fees remain payable in advance of making the corresponding Additional Credits available, as provided in Section 5.2 notwithstanding any annual prepayment. Prepaid Subscription Fees are non-refundable except as expressly provided in Section 8.2 or Section 10.3.

5.4.           Credits and Metering. Company’s Subscription Fee for each Billing Period includes the Included Credits. Credits are consumed as the Metered Features are used, drawing first against any Rollover Credits and then against the Included Credits for the current Billing Period. If Company has elected Annual Prepayment under Section 5.3, Included Credits will be allocated on a monthly basis for the Subscription Period. Parley will use commercially reasonable efforts to maintain reasonably consistent Credit consumption for comparable use of the Metered Features over time; provided, however, that Company acknowledges that Credit consumption depends on a range of variables outside Parley’s control, including the nature, length and complexity of the Company Content and the Generated Content and the manner in which Company and its Authorized Users use the Metered Features. Credits have no cash value, are not refundable, and may not be transferred or redeemed for cash.

5.5.           Additional Credits. If Company consumes Additional Credits in a monthly Billing Period, then Company will pay Additional Credit Fees for those Additional Credits, and those Additional Credit Fees will be invoiced in advance of making the corresponding Additional Credits available, as provided in Section 5.2. Additional Credits are charged at the List Price set forth in the Order.

5.6.           Rollover of Unused Credits.  Credits that are unused at the end of a Billing Period will roll over and remain available for use in subsequent Billing Periods during the same Subscription Period; provided, however, that the total Credits available to Company at any time will not exceed two times (2x) Company’s monthly Included Credits, and any Rollover Credits in excess of that cap will expire without credit or refund. All Rollover Credits expire immediately upon any expiration or termination of this Agreement or the then-current Subscription Period, without credit or refund. Upon expiration of a Subscription Period that is immediately followed by a renewal Subscription Period, Rollover Credits will carry into the renewal term only if the monthly Included Credits for the renewal term are equal to or greater than the monthly Included Credits for the expiring Subscription Period.

5.7.           Subscription Changes. In any new Order, Company may move to a different published plan tier then offered by Parley. 

(a)             Upgrades – Monthly. An upgrade takes effect immediately upon Company’s election and does not change the Order Effective Date, the monthly billing anniversary, or the end date of the Subscription Period. For the monthly Billing Period in which the upgrade takes effect, Parley will charge Company a prorated amount equal to the difference between the new tier’s monthly Subscription Fee and Company’s prior monthly Subscription Fee, multiplied by the fraction of that Billing Period remaining as of the effective date of the upgrade (calculated on a daily basis), and will grant Company a prorated quantity of additional Included Credits equal to the difference between the new tier’s monthly Included Credits and Company’s prior monthly Included Credits, multiplied by that same fraction, available to Company immediately upon the upgrade. Parley will invoice that prorated amount in accordance with Section 5.2. Beginning with the next monthly Billing Period, Company will pay the full monthly Subscription Fee and receive the full monthly Included Credits for the new tier. Additional Included Credits granted under this Section 5.7(a) are subject to rollover and expiration in accordance with Section 5.6.

(b)            Upgrades – Annual Prepayment. If Company has elected Annual Prepayment under Section 5.3, an upgrade takes effect immediately upon Company’s election and does not change the Order Effective Date, the monthly billing anniversary, or the end date of the Subscription Period. Parley will charge Company a single prorated amount equal to the difference between the new tier’s annual prepayment amount and Company’s prior annual prepayment amount, multiplied by the fraction of the Subscription Period remaining as of the effective date of the upgrade (calculated on a daily basis). Parley will invoice that amount in a single invoice, payable on the same terms as the original Annual Prepayment under Section 5.3, and no further Subscription Fees will be payable for the remainder of the Subscription Period. For the monthly Billing Period in which the upgrade takes effect, Parley will grant Company a prorated quantity of additional Included Credits equal to the difference between the new tier’s monthly Included Credits and Company’s prior monthly Included Credits, multiplied by the fraction of that Billing Period remaining as of the effective date of the upgrade (calculated on a daily basis), available to Company immediately upon the upgrade. At the start of each remaining monthly Billing Period in the Subscription Period, Company will receive the full monthly Included Credits for the new tier. Additional Included Credits granted under this Section 5.7(b) are subject to rollover and expiration in accordance with Section 5.6. The Subscription will renew at the upgraded tier’s then-current Subscription Fee or annual prepayment amount, as applicable.

(c)             Downgrades – Monthly. A downgrade takes effect at the start of the next Billing Period. No refunds or credits are provided for the Billing Period in which the downgrade is requested.

(d)            Downgrades – Annual Prepayment. Subscriptions under Annual Prepayment may not be decreased during the Subscription Period. A downgrade takes effect at the start of the next Subscription Period.

5.8.           Taxes.  Company will bear all local, state and federal sales, use, gross receipts, excise, import or export, value added, withholding or similar taxes, duties, fees, assessments or levies (“Taxes”), if any, legally imposed in connection with the Fees paid or Services delivered under this Agreement.  Parley will separately state on each applicable invoice, and Company will pay, any Taxes, unless Company provides Parley with a valid tax exemption certificate authorized by the appropriate taxing authority; provided, however, that Company will not be responsible for taxes on Parley’s net income, profits, business assets, or ad valorem personal property. Parley will calculate applicable Taxes based on Company’s billing address as detailed on the relevant Order (it is Company’s duty to inform Parley if Taxes should be assessed on a different address). Company is not permitted to deduct any Taxes from, or set-off any Taxes against, the Fees in the applicable Order.

5.9.           Remedies for Non-Payment.  In addition to any other remedies available to Parley, including any remedies set forth in the applicable Order, in the event that Company fails to pay any invoiced amounts when due:  (a) Parley will have the right to immediately suspend or block Company’s access to the Services until full payment of those amounts is received; and (b) Company will pay a late charge equal to the lesser of 1.5% per month (pro-rated if necessary) or the maximum amount permitted under applicable law, on any past due balance, and that charge will accrue beginning on the day after the amount is due.

6.              Confidentiality, Data Security and Data Privacy.

6.1.           Confidentiality. The Party receiving Confidential Information agrees:  (a) to hold and maintain in strict confidence the Confidential Information and not to disclose it to any third party other than its employees and subcontractors who have a need to know and have executed confidentiality agreements with the receiving Party no less protective of the Confidential Information than this Section; (b) to protect the Confidential Information from disclosure with the same degree of care it uses to protect its own proprietary information similar in nature, but in no event less than a reasonable degree of care; (c) not to use any Confidential Information for any purpose other performing its obligation or exercising its rights under this Agreement; and (d) to return or destroy Confidential Information promptly upon the disclosing Party’s written request.  For clarity, nothing in this Section 6 will restrict or limit Parley’s rights to retain or use Company Content and Generated Content as provided in Section 3.3 or to retain or use Aggregate Data as provided in Section 4.2.  Either Party may disclose Confidential Information in response to a valid order of a court or other governmental body, or as required under applicable law; provided, however, that the receiving Party agrees to immediately inform the disclosing Party in writing of the existence, terms, and circumstances surrounding the request, order or law, and the receiving Party will only disclose that portion of the Confidential Information that it is legally obligated to disclose upon advice of its legal counsel.  The receiving Party acknowledges that the unauthorized disclosure or use of Confidential Information may cause irreparable harm to the disclosing Party, which harm cannot be compensated by damages alone.  Therefore, in addition to all other rights and remedies at law and in equity, the disclosing Party may seek an injunction to prevent a violation of the obligations of confidentiality. 

6.2.           Data Privacy.  The Parties will each comply with all applicable privacy laws and regulations relating to the protection of personal data. Company will not transfer or otherwise make available to Parley any personal data or personally identifiable information (as those terms are defined in applicable privacy laws and regulations) unless Company has obtained a valid consent from the relevant data subject in accordance with the terms of applicable privacy laws and regulations that permits the transfer and the use by Parley and its subcontractors of that personal data or personally identifiable information as authorized under this Agreement.  Company hereby consents to Parley’s use of any Business Card Data that Company provides to Parley:  (a) for the purpose of performing Parley’s obligations under these Terms; and (b) in any additional manner described in Parley’s privacy policy governing the Services.  “Business Card Data” means any business contact information of Authorized Users, Company’s employees or Company’s subcontractors (i.e., name, title, company/organization, business email, business phone number, and business address).

6.3.           Data Security.  To prevent unauthorized use or disclosure of Company Property stored in the Services, Parley will comply with its obligations under Parley’s data security program described at https://trust.parley.so/.  For the avoidance of doubt, Company (not Parley) bears sole responsibility for adequate security, protection and backup of Company Content and Generated Content when in Company’s possession or control or in the possession or control of Company’s Authorized Users, representatives, agents or clients.  Company and Authorized Users have and will retain sole responsibility for Company’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by Company or through the use of third-party services.  Parley will have the right to suspend Company’s access to the Services on an emergency basis:  (a) in the event that Parley detects any actual or apparent theft, unauthorized access or use of the Services, or other malicious activity by Company or any third party; and/or (b) to maintain data integrity within the Services. 

6.4.           HIPAA Compliance.  Company acknowledges that Parley is not a Business Associate or subcontractor (as those terms are defined in the Health Information Portability and Accountability Act of 1996 and the rules promulgated thereunder (“HIPAA”)), and Company is solely responsible for complying with any obligations under HIPAA.  Accordingly, Company must avoid transmitting to Parley or the Services any “protected health information” as defined in 45 CFR §160.103. Parley will have no liability to Company for any unauthorized access to, or use, corruption or loss of  any personal health information that may be contained in the Company Content or Generated Content.

7.              Representations And Warranties; Disclaimer.

7.1.           Representations and Warranties.  Each Party represents and warrants as of the Order Effective Date and at all times throughout the Term:  (a) it has the full corporate right, power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution of this Agreement by that Party and performance of its obligations hereunder comply with all applicable laws, rules and regulations (including privacy, export control and obscenity laws); (c) when executed and delivered, this Agreement will constitute a legal, valid and binding obligation of that Party, enforceable against it in accordance with its terms; and (d) neither the execution nor performance of this Agreement will violate any agreement to which it is a party or by which it is otherwise bound.  Parley further represents and warrants to Company that Parley will perform all Services in a professional manner with qualified personnel in accordance with industry standards generally accepted in Parley’s industry; provided that, as Parley’s sole obligation for any breach of that warranty, Parley will promptly reperform the Services in a manner that corrects the breach.  The representation, warranty and obligation of Parley set forth in the preceding sentence will not apply during any Free Trial period. Company further represents and warrants to Parley throughout the Term that: (i) Company has all consents, approvals, licenses, and permissions necessary for Company to perform all of Company’s obligations under this Agreement, to provide Company Content to the Services, and to grant the licenses Company has granted in this Agreement; and (ii) Company Content does not violate any applicable laws, including without limitation any privacy laws, and does not infringe or misappropriate any Intellectual Property Right, publicity or privacy right or other proprietary right of any third party.

7.2.           Warranty Disclaimer.  EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY ITEMS OR SERVICES PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, AND EACH PARTY HEREBY DISCLAIMS THE SAME.  PARLEY DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL MEET COMPANY’S NEEDS OR REQUIREMENTS, THAT ANY GENERATED CONTENT WILL BE ACCURATE, COMPLETE,  RELIABLE OR COMPLY WITH APPLICABLE LAWS OR REGULATIONS, THAT USE OF THE GENERATED CONTENT WILL PRODUCE SPECIFIC RESULTS, THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED.

8.              Indemnification.

8.1.           Parley Indemnification.  Parley, at its own expense, will indemnify, defend and hold harmless Company, Company’s Affiliates and their respective directors, officers, employees, representatives and agents (collectively, the “Company Indemnitees”) from and against any claim, demand, action, class action, investigation or other proceeding (“Claims”), including but not limited to all damages, losses, liabilities, penalties, fines, judgments, costs and expenses (including attorneys’ fees) arising therefrom (“Losses”), brought by any third party against any of Company Indemnitees to the extent that Claim is based on, or arises out of:  (a) any third-party allegation that the Services (excluding any of Company Content and Generated Content hosted in the Service), when used by Company in accordance with this Agreement, violate applicable law or infringe or violate any worldwide copyright or trademark or U.S. patent of any third party; or (b) the fraud, gross negligence or willful misconduct of Parley or its emploees or subcontractors.  The obligations of Parley set forth in this Section 8.1 and Section 8.2 will not apply to any Claim resulting from:  (i) Company Content or Generated Content; (ii) Third-Party Materials; (iii) any violation of Company’s obligations, representations and/or warranties in this Agreement; or (iv) the combination of the Services with any third-party service, product or content, where the Services alone would not have violated applicable law or the rights of any third party.

8.2.           Additional Obligations of Parley.  In addition to the indemnification obligations of Parley set forth in Section 8.1 above, in the event the use of any Service is, or Parley believes is likely to be, alleged or held to infringe any Intellectual Property Right, Parley may at its sole option and expense:  (a) replace or modify the Service so it is non-infringing (provided, that the replaced or modified Service is substantially equivalent); (b) obtain for Company a license to continue using the Service in accordance with this Agreement; or (c) terminate the applicable Order and refund to Company the pro-rata amount of any unused Fees prepaid by Company under that Order.  COMPANY AGREES THAT SECTION 8.1 AND THIS SECTION 8.2 SET FORTH COMPANY’S EXCLUSIVE REMEDIES WITH RESPECT TO ANY CLAIM THAT THE PARLEY PROPERTY INFRINGES ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS.  PARLEY WILL HAVE NO OBLIGATIONS UNDER EITHER SECTION 8.1 OR THIS SECTION 8.2 FOR ANY CLAIMS OR ANY ALLEGED INFRINGEMENT ARISING DURING ANY FREE TRIAL PERIOD.

8.3.           Company’s Indemnification.  Company, at Company’s own expense, will indemnify, defend and hold harmless Parley, its Affiliates and their respective directors, officers, employees, representatives and agents (collectively, the “Parley Indemnitees”) from and against any Claim, including but not limited to any Losses arising therefrom, brought by any third party against any Parley Indemnitee to the extent that Claim is based on, or arises out of:  (a) the conduct of Company’s business; (b) Company Content or Generated Content; (c) any breach or purported breach of Company’s obligations, representations and/or warranties under this Agreement; or (d) the fraud, gross negligence or willful misconduct of Company, Authorized Users or Company’s employees or subcontractors.

8.4.           Indemnification Procedures.  The obligations of each Party (the “Indemnitor”) under this Agreement to defend, indemnify and hold harmless the other Party and its Affiliates, and their respective directors, officers, employees, representatives and agents (each, an “Indemnitee”) will be subject to the following:  (a) the Indemnitee will provide the Indemnitor with prompt notice of the claim giving rise to the obligation; provided, however, that any failure or delay in giving notice will only relieve the Indemnitor of its obligation to defend, indemnify and hold the Indemnitee harmless to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) the Indemnitor will have sole control of the defense and of all negotiations for settlement of the claim or suit; provided, however, that the Indemnitor will not settle any claim unless the settlement completely and forever releases the Indemnitee from all liability with respect to the claim or unless the Indemnitee consents to the settlement in writing (which consent will not be unreasonably withheld); and (c) the Indemnitee will cooperate with the Indemnitor in the defense or settlement of any such claim or suit; provided, however, that the Indemnitee will be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by the Indemnitor.  Subject to clause (b) above, the Indemnitee may participate in the defense of any claim or suit in which the Indemnitee is involved at its own expense. 

9.              Limitation of Liability.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARLEY, NOR ITS AFFILIATES OR LICENSORS WILL BE LIABLE, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR:  (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES; OR (B) ANY LOST PROFITS, LOST REVENUES OR LOST DATA, WHETHER CHARACTERIZED AS DIRECT OR INDIRECT DAMAGES.  IN NO EVENT WILL THE TOTAL LIABILITY OF PARLEY, ITS AFFILIATES OR ITS LICENSORS UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE TO PARLEY UNDER THE RELEVANT ORDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION AROSE; PROVIDED, HOWEVER, THAT FOR ANY CAUSE OF ACTION ARISING DURING THE FREE TRIAL PERIOD, IN NO EVENT WILL THE TOTAL LIABILITY OF PARLEY, ITS AFFILIATES OR ITS LICENSORS UNDER THIS AGREEMENT EXCEED $100. 

WITHOUT LIMITING THE GENERALITY OF FOREGOING, IN NO EVENT WILL PARLEY HAVE ANY LIABILITY OR OBLIGATION, INCLUDING FOR ANY INDEMNIFICATION OBLIGATIONS UNDER SECTION 8, ARISING OUT OF:  (I) ANY THIRD PARTY MATERIALS; (II) THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY GENERATED CONTENT, INCLUDING WITHOUT LIMITATION ANY GENERATED CONTENT RESULTING FROM INACCURATE, INCOMPLETE OR FRAUDULENT COMPANY CONTENT; (III) THE COMPLIANCE OF ANY GENERATED CONTENT WITH APPLICABLE LAWS OR REGULATIONS; (IV) ANY MODIFICATIONS TO GENERATED CONTENT MADE BY ANY PARTY OTHER THAN PARLEY; OR (V) ANY USE OF ANY GENERATED CONTENT OR ANY RESULTS OBTAINED FROM THAT USE.  THE SERVICES, INCLUDING THE GENERATED CONTENT, ARE TOOLS AND ARE INTENDED ONLY TO ASSIST COMPANY WITH COMPANY’S WORK, AND THE SERVICES AND GENERATED CONTENT ARE NOT A SUBSTITUTE FOR COMPANY’S PROFESSIONAL JUDGMENT OR INDEPENDENT ANALYSIS.  IT IS COMPANY’S RESPONSIBILITY TO DETERMINE WHETHER THE USE OF GENERATED CONTENT IS APPROPRIATE FOR COMPANY’S PURPOSES. COMPANY IS RESPONSIBLE FOR ESTABLISHING ADEQUATE, INDEPENDENT PROCEDURES FOR VERIFYING THE RELIABILITY, ACCURACY, COMPLETENESS, COMPLIANCE WITH APPLICABLE LEGAL REQUIREMENTS, AND OTHER CHARACTERISTICS OF ANY GENERATED CONTENT. COMPANY ACKNOWLEDGES AND AGREES THAT THE SERVICES AND GENERATED CONTENT MAY NOT ACHIEVE THE RESULTS THAT COMPANY OR ITS CLIENT DESIRES. 

COMPANY ACKNOWLEDGES THAT THE NATURE OF INTERNET-BASED SERVICE DELIVERY IS SUCH THAT CONFIDENTIALITY AND PERFORMANCE CANNOT BE COMPLETELY ASSURED. PARLEY WILL HAVE NO LIABILITY TO COMPANY FOR ANY UNAUTHORIZED ACCESS, USE, CORRUPTION OR LOSS OF ANY OF COMPANY CONTENT OR GENERATED CONTENT, EXCEPT TO THE EXTENT THAT THE UNAUTHORIZED ACCESS, USE, CORRUPTION, OR LOSS IS DUE TO PARLEY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR VIOLATION OF PARLEY’S OBLIGATIONS UNDER SECTION 6.3.

10.            Term and Termination.

10.1.        Term.  This Agreement will become effective on the Order Effective Date and, unless earlier terminated in accordance with this Agreement, will continue in full force and effect during all Subscription Periods under the Order (“Term”).  The Order will automatically renew for successive renewal Subscription Periods unless either Party notifies the other that such Party does not wish to renew the Order. Company must give notice prior to the end of then-current Subscription Period through Company’s account settings in the Parley Platform.

10.2.        Termination for Breach.  Either Party may terminate this Agreement by written notice to the other Party if the other Party commits a material breach of this Agreement and the breach remains uncured for thirty (30) days following written notice of breach by the terminating Party; provided, however, that Parley may immediately terminate the Agreement (subject to Section 10.3), upon written notice to Company, in the event that:  (a) Company violates Section 3.2; (b) Company fails to pay any amount owed under an Order within fourteen (14) days after the due date, or any automatic payment authorized under Section 5.2 fails and is not cured within fourteen (14) days after notice; (c) an applicable law or an applicable government or court order prohibits Parley’s performance of any part of its obligations under this Agreement or any Order; or (d) Parley determines that Company’s use of the Services poses a threat to the secure or reliable provision of the Services to other customers, or to the Services infrastructure, or to the data contained in the Services.

10.3.        Effect of Expiration or Termination; Survival.  Upon the expiration or termination of this Agreement for any reason:  (a) Company will immediately cease all access to and use of the Services; (b) all licenses granted hereunder will immediately terminate (except for any license expressly stated to be perpetual) and Parley will immediately cease providing Services to Company; (c) Company will, within thirty (30) days of expiration or termination, pay to Parley all outstanding accrued and payable amounts owed by Company to Parley under this Agreement; and (d) Sections 1, 3.2, 3.3, 4, 5.8, 5.9, 6, 7.2, 8, 9, 10.3 and 11 will survive.  Parley will refund to Company the unused portion of any Fees prepaid by Company for the period after the effective date of termination, calculated on a daily basis, if this Agreement is terminated: (i) by Company pursuant to Section 10.2 for Parley’s uncured material breach; (ii) by Parley pursuant to Section 10.2(c); or (iii) by Parley pursuant to Section 8.2(c). Company will not be entitled to any refund of prepaid Fees upon any other expiration or termination of this Agreement, including any termination by Parley pursuant to Section 10.2(a), 10.2(b) or 10.2(d), or by Parley under Section 10.2 for Company’s uncured material breach. Neither Party will be liable for exercising any termination right in accordance with this Agreement.  Except as expressly provided, expiration or termination of this Agreement will not release either Party from any liability or obligation that had already accrued as of the effective date of expiration or termination, and the expiration or termination will not constitute a waiver or release of, or otherwise be deemed to prejudice or adversely affect, any rights, remedies or claims, whether for damages, injunctive relief, or otherwise, which a Party may have hereunder at law, in equity or otherwise or which may arise out of or in connection with the termination.

11.            Miscellaneous.

11.1.        Notice to United States Government End Users. If Company is the U.S. Government or if Company is a contractor or subcontractor (at any tier) of the U.S. Government and is accessing the Services for use by the U.S. Government or in connection with any contract or other transaction with the U.S. Government, Company acknowledges that by using the Services and all associated software and technology of Parley qualify as commercial computer software and that any associated documentation qualifies as commercial computer software documentation within the meaning of the applicable acquisition regulations. The terms and conditions of this Agreement are fully applicable to the Government’s use of the Services and associated software and documentation, and will supersede any conflicting terms or conditions, unless otherwise prohibited by federal law or regulation.

11.2.        Compliance with Law. Company represents and warrants that:  (a) Company is not located in, domiciled in, a resident of, controlled by the government of, or organized under the laws of a country or region that is subject to a U.S. Government embargo (currently, Crimea, Cuba, Iran, North Korea, Syria and Venezuela); and (b) Company is not on or, directly or indirectly, owned, in whole or part, by any person or persons on the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons or any other U.S. government list of parties with respect to which transactions are forbidden or restricted.  Company will not export, re-export, import, or transfer any good, service or other item that Company received from Parley or Company’s right to access the Services in violation of U.S. law or in any manner that is forbidden for U.S. citizens, including, without limitation, transfer to a country or region that is subject to a U.S. government embargo, and Company will not assist or facilitate others in doing any of the foregoing.  Company acknowledges that it is Company’s responsibility to comply with any and all applicable export and import and economic sanctions laws.

11.3.        Force Majeure.  Parley will not be liable to Company for any default or delay in the performance of any of its obligations under this Agreement if the default or delay is caused, directly or indirectly, by any cause beyond Parley’s reasonable control.

11.4.        Assignment.  Company may not assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of Parley.  Parley has the right to assign this Agreement in its discretion.  This Agreement will be binding on, and will inure to the benefit of, the authorized successors and assigns of the Parties.  Any attempt to assign other than in accordance with this provision will be null and void.

11.5.        Notice.   Any notice required or permitted to be given by Parley under this Agreement must be in writing and delivered to the last email address Company provided to Parley (if any), by means of a service notice within Company’s account, or via registered mail return receipt requested or an internationally recognized courier addressed to the address Company provided in connection with ordering any Services.  Any notice required or permitted to be given by Company under this Agreement must be sent to Parley via registered mail return receipt requested or an internationally recognized courier to Parley Technologies, Inc., 425 Gough Street, STE 200, San Francisco, CA 94102, USA.  Notices given by registered mail or courier will be deemed given when received, based on delivery records.  Notices given by email or service notice will be deemed given when sent.

11.6.        Independent Contractors.  The Parties acknowledge that the relationship of Company and Parley is that of independent contractors and that nothing contained in this Agreement will be construed to place Company and Parley in the relationship of principal and agent, master and servant, partners or joint venturers.

11.7.        Dispute Resolution.  If any dispute arises under this Agreement, each Party will submit the dispute for resolution by a level of employee or officer with decision-making authority.  If the dispute cannot be resolved in thirty (30) days, either Party may pursue all available remedies at law or in equity.

11.8.        Governing Law; Venue. This Agreement will be interpreted in accordance with the laws of the state of California, USA without reference to its conflict of law provisions. Any litigation, suit or other proceeding regarding the rights or obligations of the parties under this Agreement will be conducted exclusively before the state and federal courts in and for Santa Clara County, California, and the parties specifically consent to Santa Clara County, California, USA, as the exclusive venue for any such proceeding.  This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act, the application of which is expressly excluded.

11.9.        Entire Agreement.  This Agreement, together with any attachments and Orders, embodies the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all prior agreements and understandings between the Parties relating to the subject matter of this Agreement. In the event of any conflict between the terms of any Order and this Agreement, the terms of the Order will govern.   For avoidance of doubt, the Parties agree that no terms in any form purchase order, invoice, or other document that either Party may deliver, or imposed by any governmental acquisition regulation, whether or not signed by the other Party, will be deemed to modify or amend the terms of this Agreement and any additional or inconsistent terms will automatically be deemed unacceptable to and rejected by both Parties, and, as such, null and void and of no force and effect.

11.10.      Amendment; Waiver.  Except as otherwise provided in the introductory section of this Agreement, no amendment of any provision of this Agreement will be effective unless set forth in a writing signed by a representative of Company and Parley, and then only to the extent specifically set forth in that writing.   No course of dealing on the part of either Party, nor any failure or delay by either Party with respect to exercising any of its rights, powers or privileges under this Agreement or law will operate as a waiver of those rights, powers or privileges.  No waiver by either Party of any condition or the breach of any provision of this Agreement in any one or more instances will be deemed a further or continuing waiver of the same or any other condition or provision.

11.11.      Severability.  If any term of this Agreement or part of this Agreement not essential to the commercial purpose of this Agreement is held to be illegal, invalid or unenforceable, it is the intention of the Parties that the remaining terms of this Agreement will constitute their agreement with respect to the subject matter of this Agreement, and all remaining terms, or parts of this Agreement will remain in full force and effect.  To the extent legally permissible, any illegal, invalid or unenforceable provision of this Agreement will be replaced by a valid provision that will implement the commercial purpose of the illegal, invalid or unenforceable provision.

11.12.      Publicity.  Until such time as Company gives Parley notice to cease using its name and logo, Parley will have the right to include Company’s name and logo in public lists of Parley’s customers, including in marketing and promotional materials, Parley’s website, social media, brochures, and other relevant media.

11.13.      Headings.  The headings contained in this Agreement are for convenience of reference only and are not intended to have any substantive significance in interpreting this Agreement.