These Parabola Terms of Service (“Agreement”) is entered into by and between Parabola Labs, Inc. (“Parabola”) and the entity or person placing an Order for or accessing the Services (“Customer” or “you”). This Agreement consists of the terms and conditions set forth below and any Orders. Certain capitalized terms are defined in Section 19 (Definitions) and others are defined contextually in this Agreement. If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” reference your company.
The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to the Services through any online provisioning, registration or order process or (b) the effective date of the first Order. Parabola may modify this Agreement from time to time as permitted in Section 17 (Modifications to Agreement).
By indicating your acceptance of this Agreement or accessing or using the Services, you are agreeing to be bound by the terms and conditions of this Agreement. Each party expressly agrees that this Agreement is legally binding upon it.
Parabola provides Services that help customers document, automate, and collaborate on data tasks. Customer’s Order will identify the Services it may use.
2.1. Permitted Use. During the Subscription Term, Customer may access and use the Services only for its internal business purposes in accordance with the Documentation and this Agreement, including any usage limits in an Order.
2.2. Users. Only Users may access or use the Services. Each User must keep its login credentials confidential and not share them with anyone else. Customer is responsible for its Users’ compliance with this Agreement and actions taken through their accounts (excluding misuse of accounts directly caused by Parabola’s breach of this Agreement). Customer will promptly notify Parabola if it becomes aware of any compromise of its User login credentials.
2.3. Restrictions. Customer will not (and will not permit anyone else to) do any of the following: (a) provide access to, distribute, sell or sublicense the Services to a third party, (b) use the Services on behalf of, or to provide any product or service to, third parties, (c) use the Services to develop a similar or competing product or service, (d) reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to the Services, except to the extent expressly permitted by Law (and then only with prior notice to Parabola), (e) modify or create derivative works of the Services or copy any element of the Services, (f) remove or obscure any proprietary notices in the Services, (g) publish benchmarks or performance information about the Services or (h) use the Services in violation of the AUP.
Customer is responsible for selecting and configuring its integrations, for any other third-party products it chooses to use with the Services and for any exchange of Customer Data it enables through the Services. Notwithstanding anything to the contrary, Parabola is not responsible for any Sources, Destinations or other third-party products used by Customer with the Services, their code or technology, or how the providers use or protect Customer Data. Customer’s use of any third-party Sources, Destinations or other products is subject to its separate agreement with the provider.
4.1. Data Use. Customer grants Parabola the non-exclusive, worldwide right to use, copy, store, transmit, display, modify and create derivative works of Customer Data, but only as necessary to provide the Services and any related Parabola services and support to Customer under this Agreement. This includes exchanging Customer Data between Customer’s Sources and Destinations as configured by Customer through the Services.
4.2. Security. Parabola uses reasonable technical and organizational measures designed to protect the Services and Customer Data as described in the Security Policy.
4.3. Personal Data. Each party agrees to comply with the DPA.
4.4. Data Export. During the Subscription Term, Customer may export its Customer Data from the Services as described in the Documentation.
5.1. Obligations. Customer is responsible for its Customer Data, including its content and accuracy, and agrees to comply with Laws and the AUP in using the Services. Customer represents and warrants that it has made all disclosures and has all rights, consents and permissions necessary to use its Customer Data with the Services and grant Parabola the rights in Section 4.1 (Data Use), all without violating or infringing Laws, third-party rights (including intellectual property, publicity or privacy rights) or any terms or privacy policies that apply to Customer’s Sources, Destinations, or Customer Data.
5.2. Prohibited Uses. Customer must not use the Services with Prohibited Data or for High Risk Activities. Customer acknowledges that the Services are not intended to meet any legal obligations for these uses, including HIPAA requirements, and that Parabola is not a Business Associate as defined under HIPAA. Notwithstanding anything else in this Agreement, Parabola has no liability for Prohibited Data or use of the Services for High Risk Activities. These obligations apply regardless of any Parabola features that help Customer identify or block Prohibited Data.
6. Suspension of Services. Parabola may suspend Customer’s access to the Services and related services if Customer breaches Section 2 (Use of Services) or Section 5 (Customer Obligations), if Customer’s account is 30 days or more overdue, to prevent harm to other customers or third parties or to preserve the security, availability or integrity of the Services. Where practicable, Parabola will use reasonable efforts to provide Customer with prior notice of the suspension (email sufficing). Once the issue requiring suspension is resolved, Parabola will promptly restore Customer’s access to the Services in accordance with this Agreement.
7.1. Subscription Term. Unless the Order provides otherwise, Subscription Terms will be free (i.e., ongoing), monthly or annual, in accordance with Customer’s applicable pricing plan (available at: https://parabola.io/pricing and parabola.io/app/billing) or in any other Parabola agreement, consent form or order documentation agreed to by Customer.
7.2. Fees. Fees are as described in each Order Form, Parabola’s pricing plans (available at: https://parabola.io/pricing) or in any other Parabola agreement, consent form or order documentation agreed to by Customer. Unless the Order Form or other Parabola agreement, consent form or order documentation agreed to by Customer provides otherwise, invoices are due within 30 days of the invoice date. Late payments are subject to a service charge of 1.5% per month or the maximum amount allowed by Law, whichever is less. All fees and expenses are non-refundable except as set out in Section 9.2 (Termination) and Section 17.1 (Modifications to Agreement). The parties agree that any term or condition stated in Customer’s purchase orders or in any other of Customer’s order documentation (explicitly excluding Company’s order documentation agreed to by Customer) is void.
7.3. Taxes. Parabola’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, including value-added, sales, use or withholding taxes in any jurisdiction (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its Orders, other than taxes assessable against Parabola based on Parabola’s net income, property and employees. If any deduction or withholding is required by Law, Customer will notify Parabola and pay Parabola any additional amounts necessary to ensure that the net amount that Parabola receives, after any deduction and withholding, equals the amount Parabola would have received if no deduction or withholding had been required.
7.4. Affiliate Orders. An Affiliate of Customer may enter its own Order(s) as mutually agreed with Parabola. This creates a separate agreement between the Affiliate and Parabola incorporating this Agreement with the Affiliate treated as “Customer”. Neither Customer nor any Customer Affiliate has any rights under each other’s agreement with Parabola, and breach or termination of any such agreement is not breach or termination under any other.
The Services and all related Parabola services and support are provided “AS IS”. Parabola and its suppliers make no other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title or noninfringement. Parabola does not warrant that Customer’s use of the Services will be uninterrupted or error-free, that Parabola will review Customer Data for accuracy or that it will maintain Customer Data without loss. Parabola is not liable for delays, failures or problems inherent in use of the Internet and electronic communications or other systems outside Parabola’s control. Customer may have other statutory rights, but any statutorily required warranties will be limited to the shortest legally permitted period.
9.1. Term. This Agreement starts on the Effective Date and continues until expiration or termination of all Subscription Terms.
9.2. Termination. Either party may terminate this Agreement (including all Orders) if the other party (a) fails to cure a material breach of this Agreement (including a failure to pay fees or comply with usage limits or Section 2.3 (Restrictions)) within 30 days after notice, (b) ceases operation without a successor or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. Additionally, Parabola may terminate this Agreement for any reason or no reason upon notice to Customer, but in such case Customer will be entitled to a refund of any pre-paid unused fees for the terminated portion of the Subscription Term.
9.3. Effect of Termination. Upon expiration or termination of this Agreement or an Order, Customer’s access to the Services (including Customer Data in the Services) and any related Parabola services or support will cease. At the disclosing party’s request upon expiration or termination of this Agreement, the receiving party will delete all of the disclosing party’s Confidential Information, including Customer Data, which Parabola will delete within 60 days after Customer’s request. Customer Data and other Confidential Information may be retained in the receiving party’s standard backups after deletion but will remain subject to this Agreement’s confidentiality restrictions.
9.4. Survival. These Sections survive expiration or termination of this Agreement: 2.3 (Restrictions), disclaimers in 3 (Sources and Destinations), 5 (Customer Obligations), 7.2 (Fees), 7.3 (Taxes), 8 (Disclaimers), 9.3 (Effect of Termination), 9.4 (Survival), 10 (Ownership), 11 (Limitations of Liability), 12 (Indemnification), 13 (Confidentiality), 14 (Required Disclosures), disclaimers in 15 (Free & Beta Services), 18 (General Terms) and 19 (Definitions). Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.
10. Ownership. Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Parabola’s use rights in this Agreement, between the parties Customer retains all intellectual property and other rights in Customer Data provided to Parabola. Except for Customer’s use rights in this Agreement, Parabola and its licensors retain all intellectual property and other rights in the Services and related Parabola technology, templates, formats and dashboards, including any modifications or improvements to these items made by Parabola. Parabola may generate Usage Data and use it to operate, improve and support the Services and for other lawful business practices, such as analytics, benchmarking and reports. If Customer provides Parabola with feedback or suggestions regarding the Service or other Parabola offerings, Parabola may use the feedback or suggestions without restriction or obligation.
11.1. Consequential Damages Waiver. Except for Excluded Claims, neither party (nor its suppliers) will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of their possibility in advance.
11.2. Liability Cap. Parabola’s (and its suppliers’) entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid or payable by Customer to Parabola during the prior 12 months under this Agreement.
11.3. Excluded Claims. “Excluded Claims” means: (a) Customer’s breach of Sections 2.3 (Restrictions) or 5 (Customer Obligations), or (b) amounts payable to third parties under Customer’s obligations in Section 12 (Indemnification).
11.4. Nature of Claims and Failure of Essential Purpose. The waivers and limitations in this Section 11 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
12.1. Indemnification by Customer. Customer will defend Parabola from and against any third-party claim to the extent resulting from Customer Data or Customer’s breach or alleged breach of Section 5 (Customer Obligations), and will indemnify and hold harmless Parabola against any damages or costs awarded against Parabola (including reasonable attorneys’ fees) or agreed in settlement by Customer resulting from the claim.
12.2. Procedures. Customer’s obligations in this Section 12 are subject to receiving (a) prompt notice of the claim, (b) the exclusive right to control and direct the investigation, defense and settlement of the claim and (c) all reasonably necessary cooperation of Parabola, at the Customer’s expense for reasonable out-of-pocket costs. Customer may not settle any claim without Parabola’s prior consent if settlement would require the Parabola to admit fault or take or refrain from taking any action. Parabola may participate in a claim with its own counsel at its own expense.
13.1. Definition. “Confidential Information” means information disclosed to the receiving party under this Agreement that is designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Parabola’s Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about the Services. Customer’s Confidential Information includes Customer Data.
13.2. Obligations. As the receiving party, each party will (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, including Section 4.1 (Data Use), and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Parabola, the subcontractors referenced in Section 18.9), provided it remains responsible for their compliance with this Section 13 and they are bound to confidentiality obligations no less protective than this Section 13.
13.3. Exclusions. These confidentiality obligations do not apply to information that the receiving party can document (a) is or becomes public knowledge through no fault of the receiving party, (b) it rightfully knew or possessed prior to receipt under this Agreement, (c) it rightfully received from a third party without breach of confidentiality obligations or (d) it independently developed without using the disclosing party’s Confidential Information.
13.4. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 13.
Nothing in this Agreement prohibits either party from making disclosures, including of Customer Data and other Confidential Information, if required by Law, subpoena or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.
This Section applies to Parabola’s Free plans and any other free, trial, alpha or beta access to the Services or Service features (“Free & Beta Services”). Free plans are subject to the usage limits at https://parabola.io/pricing. Any other Free & Beta Services are provided solely for Customer’s internal evaluation during the period designated by Parabola (or if not designated, 30 days) and may be subject to additional terms agreed by the parties. Parabola will identify Free & Beta Services prior to Customer’s use. Free & Beta Services are optional to use and Parabola may suspend or terminate Free & Beta Services at any time for any reason. Free & Beta Services may be inoperable, incomplete or include features that Parabola may never release, and their features and performance information are Parabola’s Confidential Information. Notwithstanding anything else in this Agreement, Parabola’s aggregate liability for Free & Beta Services will not exceed US$50.
16.1. Modifications to Agreement. Parabola may modify this Agreement from time to time with notice to Customer. Modifications take effect at Customer’s next Subscription Term or Order unless Parabola indicates an earlier effective date. If Parabola requires modifications with an earlier effective date and Customer objects, then at Parabola’s option, either (a) modifications become effective on Customer’s next Subscription Term or Order or (b) Customer may terminate this Agreement with notice to Parabola, in which case Parabola will provide Customer a refund of any pre-paid Services fees for the terminated portion of the current Subscription Term (as its exclusive remedy). To exercise this right, Customer must notify Parabola of its objections within 30 days after Parabola’s notice of the modified Agreement. Once the modified Agreement takes effect Customer’s continued use of the Services constitutes its acceptance of the modifications. Parabola may require Customer to click to accept the modified Agreement.
16.2. Modifications Policies. Policies are not subject to Section 17.1 (Modifications to Agreement). With notice to Customer, Parabola may relocate or change the Policies to reflect new features or changing practices, but the modifications will not materially reduce Customer’s rights or Parabola’s overall obligations in the Policies or modify the legal terms in the main body of this Agreement during a Subscription Term.
17.1. Assignment. Neither party may assign this Agreement without the prior consent of the other party, except that Parabola may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all its assets or voting securities. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
17.2. Governing Law, Jurisdiction and Venue. This Agreement is governed by the laws of the State of California and the United States without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in San Francisco, California and both parties submit to the personal jurisdiction of those courts.
17.3. Attorneys’ Fees and Costs. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.
17.4. Notices. Except as set out in this Agreement, any notice, request or consent under this Agreement must be in writing, if to Customer, to the address on the Order, and if to Parabola, to the Parabola Contact Information below. Notice is deemed given: (a) upon receipt if by personal delivery, (b) upon receipt if by certified or registered U.S. mail (return receipt requested), (c) one day after dispatch if by a commercial overnight delivery service or (d) upon delivery if by email. Either party may update its address with notice to the other party. Parabola may also send operational notices to Customer by email or through the Services.
Parabola Contact Information
Attn: Parabola Legal
Parabola Labs, Inc.
228 Grant Avenue
San Francisco, CA 94108
Copy to: firstname.lastname@example.org
Any other Customer notices, questions or complaints regarding the Services: email@example.com
17.5. Entire Agreement. This Agreement (which includes all Orders, any applicable Supplemental Terms, the Policies and the DPA) is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In the event of a conflict among the documents making up this Agreement, the main body of this Agreement will control, except the Supplemental Terms, Policies and DPA will control for their specific subject matter, and an Order may control if it specifically identifies the clauses to be superseded. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.
17.6. Amendments. Except as otherwise provided herein, any amendments, modifications or supplements to this Agreement must be in writing and signed by each party’s authorized representatives or, as appropriate, agreed through electronic means provided by Parabola. The terms in any Customer purchase order or business form will not amend or modify this Agreement and are expressly rejected by Parabola; any of these Customer documents are for administrative purposes only and have no legal effect.
17.7. Waivers and Severability. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.
17.8. Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, natural disaster or any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary license or consent.
17.9. Subcontractors. Parabola may use subcontractors (e.g., hosting, infrastructure and CDN providers) and permit them to exercise Parabola’s rights, but Parabola remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.
18.10. Independent Contractors. The parties are independent contractors, not agents, partners or joint venturers.
17.11. Export. Customer agrees to comply with all relevant U.S. and foreign export and import Laws in using the Services. Customer (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, (b) agrees not to access or use the Services in violation of any U.S. export embargo, prohibition or restriction and (c) will not submit to the Services any information controlled under the U.S. International Traffic in Arms Regulations.
17.12. Government End-Users. Elements of the Services are commercial computer software. If the user or licensee of the Services is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Services were developed fully at private expense. All other use is prohibited.
“Affiliate” means an entity that directly or indirectly owns or controls, is owned or controlled by or is under common ownership or control with a party, where “ownership” means the beneficial ownership of fifty percent (50%) or more of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.
“AUP” means the Parabola Acceptable Use Policy, the current version of which is at https://parabola.io/legal.
“Customer Data” means data that Customer (including its Users) submits to the Services. Customer Data does not include data once sent to Destinations.
“Destinations” means third party products and other destinations of any information or other outputs of Customer’s use of the Services.
“DPA” means the Data Protection Addendum at https://parabola.io/security.
“Documentation” means Parabola’s standard technical documentation for the Services, the current version of which is at https://parabola.io/how-to.
“GDPR” means European Union Regulation 2016/679.
“High Risk Activities” means activities where use or failure of the Services could lead to death, personal injury or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles or air traffic control.
“Laws” means all relevant local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications and export of technical or personal data. Customer’s obligations include compliance with Laws relating to cross-site tracking, automated decision-making and building and sharing user profiles, if relevant to Customer’s use of the Services.
“Order” means any ordering documents, online registration, order descriptions or order confirmations referencing this Agreement.
“Policies” means the AUP and Security Policy.
“Prohibited Data” means any (a) special categories of data enumerated in GDPR, Article 9(1) or any successor legislation, (b) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”), (c) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (PCI DSS), or other financial account numbers or credentials, (d) social security numbers, driver’s license numbers or other government ID numbers or (e) any data similar to the above protected under foreign or domestic Laws.
“Security Policy” means the Parabola Information Security Policy, the current version of which is at https://parabola.io/security.
“Services” means the Parabola proprietary cloud service(s) specified in an Order as modified from time to time. The Services include Parabola’s related APIs and Documentation, but not Sources, Destinations or other third-party products used by Customer with the Services.
“Sources” means third party products and other sources of any information, content or other inputs that Customer uses with the Services.
“Subscription Term” means the term for Customer’s use of the Services as identified in an Order.
“Usage Data” means technical logs, account and login data, and data and learnings that Parabola collects in connection with Customer’s use of the Services (e.g., frequency of logins, volume of Customer Data collected or sent to Destinations).
“User” means any employee or contractor of Customer or its Affiliates that Customer allows to use the Services on its behalf.