Terms of Service

Last updated April, 2024
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These Parcha Terms of Service create a contract (the “Agreement”) by and between Parcha Labs, Inc., a Delaware corporation (“Parcha”), and you (the “Customer” or “you”) (each a “Party” and together the “Parties”). THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “I ACCEPT” BUTTON BELOW. BY CLICKING ON THE “I ACCEPT” BUTTON BELOW,YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS; AND (C) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ORGANIZATION AND BIND THAT ORGANIZATION TO ITS TERMS.IF YOU DO NOT AGREE TO THESE TERMS, SELECT THE “I DECLINE”BUTTON BELOW. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.The Parties may enter into one or more order forms in the form provided by Parchaand incorporating the terms of this Agreement (each, an “Order Form”), which shall form part of and be construed in accordance with this Agreement. In the event of any inconsistency or conflict between the terms of this Agreement and the terms of any Order Form, the terms of the Order Form shall control to the extent of the inconsistency or conflict.

‍Section 1.
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Services.1.1 Purpose. This Agreement sets forth the terms and conditions under which Parcha agrees to provide: (i) access to certain software applications (either hosted “as a service” or deployed in another manner agreed by the Parties, as specified on an Order Form) (“Subscription Services”) (each such application together with any applicable documentation thereto, programming and user interfaces therefor, and all updates, upgrades, and enhancements thereof that may be provided by Parcha, an “Agent” and, collectively, the “Platform”) to Customer for use by Authorized Users (defined below), as further set forth on an Order Form; and (ii) if applicable, any other implementation or other professional services related to Customer’s access to, and use of, such Subscription Services and the Platform as set forth on an Order Form (“Professional Services” together with Subscription Services, the “Services”), as further set forth on each Order Form. Services exclude any products or services provided by third parties, even if Customer has connected those products or services to the Services. Company may delegate the performance of certain portions of the Platform to third parties, including Company’s affiliates.
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‍1.2 Services. Subject to the terms and conditions of this Agreement and any applicable Order Form, during the Term, Parcha shall provide: (i) Customer’s Authorized Users access to the Platform, and (ii) Customer the Professional Services listed on each applicable Order Form. Subject to the terms and conditions of this Agreement, and solely during the Term, Parcha hereby grants Customer a non-exclusive, non-sublicensable, non-transferable, worldwide license to access and use the Platform solely for internal business purposes as permitted by Parcha.
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‍1.3 Changes. Parcha may, in its sole discretion, make any changes to the Services and/or the Platform (including any individual Agent) that it deems necessary or useful to: (a) maintain or enhance (i) the quality, delivery, efficiency or performance of Parcha’s products or services or (ii) the competitive strength of, or market for, Parcha’s products or services; or (b) comply with applicable law.

‍Section 2. Fees and Payment.
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2.1 Fees. Customer shall pay all fees applicable to Customer’s use of the Services, including any fees incurred as a result of any future use of the Services (the “Fees”).
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‍2.2 Payment; Payment Disputes; Taxes. Customer shall pay all Fees specified on any invoice within thirty (30) days from the date of such invoice. Unless otherwise agreed in an Order Form, all payments shall be made in U.S. dollars in immediately available funds to the bank account specified on the invoice and are non-refundable. Any late payments shall bear interest at the rate of one and one-half percent (1.5%) per month or the maximum rate allowed by law, whichever is less. If Customer reasonably believes that Parcha has billed Customer incorrectly, Customer shall contact Parcha no later than fifteen (15) days after the first invoice on which the error or problem appeared, in order to request an adjustment or credit. Inquiries shall be directed to Parcha’s customer support department or Parcha’s applicable account manager. Invoices that are not disputed within such fifteen (15)-day period shall be deemed accepted and final. Fees do not include any taxes or duties (including local, state, or federal taxes) of any kind and any such taxes shall be assumed and paid by Customer, except for taxes on Parcha based on Parcha’s income or receipts.
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‍Section 3. Use of the Services.
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3.1 Authorized Users. Customer may allow its employees, independent contractors, or other agents to use the applicable Agent on behalf of Customer, eachas an “Authorized User”. As a condition to access and use of the Platform, each Authorized User shall agree to abide by the terms of this Agreement. Customer is responsible for all use and misuse of the Services by Authorized Users and for adherence to this Agreement, and references to Customer herein shall be deemed to apply to Authorized Users as necessary and applicable. Customer shall ensure that (i) it, and each of its Authorized Users’, are in full compliance with the terms of this Agreement at all times, (ii) each Authorized User is educated and trained in the proper use and operation of the Platform, and (iii) the Platform is used in accordance with any applicable manuals, instructions, specifications and documentation provided by Parcha from time to time. Customer agrees to promptly notify Parcha of any unauthorized access or use of which Customer becomes aware.
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‍3.2 Prohibited Uses. Customer shall not, and shall ensure that its Authorized Users do not: (i) “frame,” distribute, resell, or permit access to the Services by any person other than the Authorized Users on the terms of this Agreement; (ii) use the Services other than in compliance with applicable laws and regulations; (iii) interfere with the Services or disrupt any other user’s access to the Subscription Service; (iv) reverse engineer, disassemble, attempt to gain unauthorized access to the Services, attempt to discover the underlying source code or structure of, or otherwise copy, attempt to copy, discover or derive the source code, object code or underlying structure, ideas, know-how, algorithms or models relevant to any Agent or the Platform or any related software, documentation or data (collectively, “Software”); (v) modify, translate or create any derivative work of any part of the Platform or Software; (vi) knowingly transfer to the Platform any content or data that is defamatory, harassing, discriminatory, infringing of third party intellectual property rights, or unlawful; (vii) transfer to the Platform or otherwise use in connection with the Services any routine, device, code, exploit, or other undisclosed feature that is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device, system or service, or which is intended to provide unauthorized access or to produce unauthorized modifications; (viii) use any robot, spider, data scraping, or extraction tool or similar mechanism with respect to the Platform or the Services; or (iv) market, sublicense, publish, distribute, reproduce, resell, assign, transfer, rent, lease, use on a ‘time share basis’, host or loan any Agent, the Platform or any Software, or a product potentially competitive with such Agent, Platform or Software.3.3 Account Responsibility. Customer shall be responsible for (i) all uses of any account that Customer has access to, whether or not Customer has authorized the particular use or user, and regardless of Customer’s knowledge of such use, and (ii) securing its Parcha account, passwords (including but not limited to administrative and user passwords) and files. Parcha shall not be responsible for any losses, damages, costs, expenses or claims that result from stolen or lost passwords.

‍3.4 Cooperation. Customer shall provide all cooperation and assistance as Parcha may reasonably request to enable Parcha to exercise its rights and perform its obligations under, and in connection with, this Agreement, including providing Parcha with such access to Customer’s premises and its information technology infrastructure as is necessary for Parcha to perform the Services in accordance with this Agreement. Upon Parcha’s reasonable request, Customer shall use commercially reasonable efforts to cooperate with Parcha in developing and sharing testimonials, case studies, metrics, and measurement criteria for the purpose of substantiating the value and benefits its Authorized Users derived from a Platform.

‍3.5 Back-Ups and Data Access. It is Customer’s sole responsibility to back-up Customer Data during the Term, and Customer acknowledges that Parcha shall have no obligation to provide continued access to Customer Data following the expiration or termination of this Agreement, unless Parcha agrees, in its sole discretion and subject to additional fees, to provide continued access to Customer Data to Customer for a limited time following the expiration or termination of this Agreement.

‍Section 4. Intellectual Property Rights.

4.1 Ownership. As between the Parties: (a) Parcha shall exclusively own all Agents, the Platform, the Services, Software and all components of or used to provide any of them, as well as all Usage Data (as defined below), and all intellectual property and proprietary rights in any of the foregoing; and (b) Customer shall retain its rights to all data or other materials submitted to and stored within the Services by Customer in connection with its use of the Services (“Customer Data”) and all intellectual property and proprietary rights therein. Customer Data does not include any metrics or information regarding Customer’s use of the Services, including information about how Authorized Users use the Services and associated usage and device data as described in the Privacy Policy (as defined below)) and any Platform, Software, and Services-related information (such metrics and information, “Usage Data”).

‍4.2 Customer License to Parcha; Feedback. Customer hereby grants Parchaa fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple tiers), assignable, irrevocable and perpetual license to use, reproduce, electronically distribute, transmit, have transmitted, display, store, archive, make derivative works of and exploit, both during and after the Term: (a) all Customer Data in order to provide the Services under this Agreement and as necessary or useful to monitor and improve the Platform or any Agent, Software or the Services; and (b) all feedback, suggestions and recommendations provided by or on behalf of Customer or any Authorized User for any purpose, including to develop and improve any products, services, algorithms or models. Customer agrees that, and the License above shall permit, Parcha and its affiliates may use, reproduce, exploit and disclose any Usage Data, as well as any data and material that is anonymized, de-identified, or otherwise rendered not reasonably associated or linked to Customer or any individual, to improve Parcha’s and its Affiliate’s Platform and Services, including product development and improvement and other lawful purposes, all of which information, data and material (and all rights therein) will be owned by Parcha.

‍4.3 Parcha Trademarks. Customer shall not modify, remove or obscure anytext or sign identifying any Parcha trademark or trade name from the places where it appears on the Platform or the Services.

‍Section 5. Term and Termination.

5.1 Term. This Agreement shall commence upon Customer’s acceptance thereof and shall remain in effect until it is terminated in accordance with this Section 5 (the “Term”).

‍5.2 Termination by Parcha. Parcha may terminate this Agreement upon written notice to Customer if no Order Form is in effect. In addition to other remedies available to it, Parcha may in its discretion terminate this Agreement and/or suspend the Customer’s and any Authorized User’s access to the Services immediately on written notice if: (a) Customer materially breaches any of the terms of this Agreement; (b) does not pay any amount owing under this Agreement when due; (c) Customer or any Authorized User breaches Section 3; or (d) (i) all or substantially all of the assets of Customer are transferred to an assignee for the benefit of creditors, to a receiver or trustee in bankruptcy; (ii) a proceeding is commenced by or against Customer for relief under bankruptcy or similar laws and such proceeding is not dismissed within thirty (30) days; or (iii) Customer is adjudged bankrupt or insolvent.

‍5.3 Termination by Customer. Customer may terminate this Agreement on thirty (30) days’ prior written notice if Parcha materially breaches any of the terms of this Agreement and such breach remains uncured for thirty (30) days following Parcha’s receipt of Customer’s notice.

‍5.4 Mutual Termination. This Agreement may be terminated by mutual, written agreement of both Parties.

‍5.5 Effect of Termination and Survival. Upon termination or expiration of this Agreement, each outstanding Order Form, if any, shall terminate and Customer shall immediately cease all use of, and all access to, the Subscription Services and Parcha shall immediately cease providing the Professional Services. If Parchaterminates this Agreement in connection with Customer’s breach of this Agreement or non-payment of any Fees due, all Fees that would have become payable had each outstanding Order Form remained in effect until expiration of its current term will become immediately due and payable. Upon termination or expiration of this Agreement, all licenses granted hereunder shall immediately terminate. The following Sections shall survive any termination or expiration of this Agreement: Section 2, Sections 3.2 - 3.5 (inclusive), Section 4, Section 5, Section 9.1, Section 10 and Section 11.

‍Section 6. Confidentiality.

6.1 Definitions. As used herein, the “Parcha Confidential Information” means all of Parcha’s financial, technical, or business information that Parchadesignates as confidential at the time of disclosure to Customer or that Customerreasonably should understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. The Parties acknowledge and agree that Parcha Confidential Information includes all Software and other documentation and materials related to the Platform or any Services.

‍6.2 Restrictions on Use and Disclosure. Except as expressly permitted in this Agreement, Customer shall not disclose, duplicate, publish, transfer or otherwise make available Parcha Confidential Information in any form to any person or entity without Parcha’s prior written consent. Customer shall not use the Parcha Confidential Information except to use the Services in accordance with this Agreement or as otherwise expressly contemplated by this Agreement.

‍Section 7. Data and Privacy Practices.

7.1 Parcha Processing of Customer Data. Customer acknowledges and agrees that Parcha may receive, collect, store and/or otherwise process Customer Data in providing the Services to Customer and that Parcha may use Customer Data as contemplated by Section 4.2.

‍7.2 Customer as Controller. “Personal Information” means information that relates to an identified or identifiable individual. To the extent Customer Data contains information that constitutes Personal Information (“Service Personal Data”), the Parties hereby agree that Customer determines the purpose and means of processing of Service Personal Data, and Parcha shall process Service Personal Data on behalf of Customer solely in accordance with this Agreement. For purposes of clarity under laws such as the California Consumer Privacy Act as amended (the “CCPA”), Parcha shall not (i) sell Service Personal Data; (ii) share Service Personal Data for cross-contextual behavioral advertising; (iii) retain, use, or disclose Service Personal Data for any purpose other than providing the Services, including retaining, using, or disclosing the Services Personal Data for a commercial purpose outside of its direct business relationship with Customer; or (iv) combine Services Personal Data with Personal Information that it receives from other parties, other than as permitted under applicable law. Consistent with applicable laws, Parcha shall notify Customer if Parcha makes a determination that it can no longer meet its obligations under this paragraph. Parcha certifies that it understands and shall comply with the foregoing restrictions.

‍7.3 Third-Party Service Providers. Parcha may disclose Customer Data (including Service Personal Data) to its authorized third-party service providers in connection with its operation of the Services, subject to appropriate confidentiality obligations. Parcha shall be responsible for the acts and omissions of its third-party service providers to the same extent that Parcha would be responsible if Parcha was performing the Services directly under the terms of this Agreement.

‍7.4 Hosting and Processing. The Parties agree that Customer Data (including Service Personal Data) may be hosted and processed by Parcha or its authorized third-party service providers, in the United States or other locations around the world.

‍7.5 Customer Data Safeguards. Parcha shall maintain commercially reasonable administrative, physical and technical safeguards designed to protect of the security, confidentiality and integrity of Customer Data.

‍7.6 Usage Data. Parcha may collect and process Usage Data to (a) provide Services and associated support; (b) manage and secure its technical infrastructure; (c) develop and improve its products, services, algorithms and models; (d) communicate with Customer about its use of the Services and provide recommendations regarding additional Parcha offerings; (e) enforce the terms of this Agreement or other contractual terms; (f) prevent abuse and fraud; (g) perform statistical analyses; and (h) for its internal business purposes. Parcha may share Usage Data with its affiliates and third-party service providers for these purposes, or as otherwise required or permitted by applicable law.

‍7.7 Connecting to Third-Party Authentication Services. Customer may wish to connect third-party services to the Services (e.g., connecting the Services to Customer’s single-sign-on service to verify 2FA status of Customer’s employees). When Customer uses a third-party service to connect with Parcha, logs into the Services through a third-party authentication service, or otherwise provides Parchawith access to information from a third-party service, Parcha may obtain other information, including Personal Information, from those third parties, which shall be treated as Usage Data. Parcha may use and combine such information with other Usage Data based on Parcha’s legitimate interest in providing Customer with functionality that supports the Services. By authorizing Parcha to connect with a third-party service, Customer authorizes Parcha to access and store any information provided to Parcha by that third-party service, and to use and disclose that information in accordance with this Agreement.

‍7.8 Privacy Policy. Parcha operates the Services and, as applicable, handles Personal Information, pursuant to its privacy policy available at https://parcha-ai.webflow.io/privacy-policy or any replacement address from time to time (the “Privacy Policy”). In the event of any conflict or inconsistency between this Agreement and the Privacy Policy with respect to Personal Information, this Agreement shall control.

‍7.9 Communications. Parcha may communicate with Customer or Authorized Users (a) to send product information and promotional offers, or (b) about the Services generally. If such an individual does not want to receive marketing emails from Parcha, they may opt-out at any time by using the unsubscribe mechanism included in each of Parcha’s marketing emails. Opting out of marketing emails shall not affect Parcha’s ability to send administrative or transactional messages.

‍Section 8. Representations, Warranties and Disclaimers.

8.1 Representations and Warranties. Each Party represents and warrants that: (a) such Party is a legal entity duly organized, validly existing, and in good standing under the laws of the state of its incorporation, and has the full power and authority to enter into and perform its obligations under this Agreement; (ii) the execution of this Agreement by such Party, and the performance by such Party of its obligations and duties hereunder, do not and will not violate any other agreement to which such Party is a party or by which it is otherwise bound; (iii) when executed and delivered by such Party, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms; and (iv) such Party acknowledges that the other Party makes no representations, warranties, or agreements related to the subject matter of this Agreement that are not expressly provided for in this Agreement. Parcha represents and warrants that it will perform the Professional Services in a professional and workmanlike manner. Customer further represents and warrants that (x) Customer owns or has a license to use and has obtained all consents and approvals necessary for the provision and use of all of the Customer Data that is placed on, transmitted via or recorded by the Platform and the Services; and (y) the execution, delivery, and performance by Customer of this Agreement, including the provision of the Customer Data, does not and will not violate any applicable statute, regulation, or law, or infringe any intellectual property right or other legal right of any third party. For any breach of a warranty in this section, Customer’s exclusive remedies are those described in Section 5 (Term and Termination) herein.

‍8.2 Disclaimers. Customer acknowledges that the Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Parcha or by third-party providers, or because of other causes beyond Parcha’s reasonable control. EXCEPT AS SPECIFICALLY SET FORTH HEREIN OR IN AN ORDER FORM, THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND PARCHA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF PARCHA IS ADVISED OF SUCH PURPOSE), AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES AND AGREES THAT PARCHA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, THAT THE PLATFORM WILL MEET CUSTOMER’S NEEDS, OR THAT DATA WILL NOT BE LOST, DAMAGED, OR UNAVAILABLE, AND NO INFORMATION OR ADVICE OBTAINED BY CUSTOMER FROM PARCHA OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. THE PARTIES ADDITIONALLY AGREE THAT PARCHA SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR CUSTOMER’S VARIOUS COMPLIANCE PROGRAMS, AND THAT THE SERVICES, TO THE EXTENT APPLICABLE, ARE ONLY TOOLS FOR ASSISTING CUSTOMER IN MEETING THE VARIOUS COMPLIANCE OBLIGATIONS FOR WHICH IT SOLELY IS RESPONSIBLE.

Section 9. Indemnification.

9.1 Indemnification by Customer. Customer shall indemnify and hold Parchaharmless against any and all loses arising from, related to, or incurred in connection with (i) the use of a Service by Customer, Customer’s agents, or Authorized Users, in each case, in breach of this Agreement; (ii) any claim that Customer Data infringes or misappropriates a third party’s valid patent, copyright, trademark, or trade secret; or (iii) Customer’s failure to pay any amounts when due.

‍Section 10. Limitation of Liability.

‍10.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, UNDER ANY INDEMNITY OR OTHERWISE) SHALL PARCHA OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO CUSTOMER OR ANY OF ITS AFFILIATES FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, DOWNTIME OR UNAVAILABILITY OF ANY SERVICES, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, CLAIMS RELATING TO USE OR TRAINING OF ANY ALGORITHMS OR MODELS, INCLUDING AS TO ACTUAL OR POTENTIAL BIASES, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY CUSTOMER OR ANY OF ITS AFFILIATES IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, PARCHA’S AGGREGATE LIABILITY TO CUSTOMER ARISING OUT OF THIS AGREEMENT OR THE SERVICES SHALL IN NO EVENT EXCEED ONE HUNDRED DOLLARS (SUCH AMOUNT BEING INTENDED AS A CUMULATIVE CAP AND NOT PER INCIDENT).

‍Section 11. Miscellaneous.

11.1 Entire Agreement. This Agreement, together with any Order Form(s)entered into by the Parties, constitutes the entire agreement, and supersedes all prior agreements, between Parcha and Customer regarding the subject matter hereof.

‍11.2 Assignment. Neither party may assign this Agreement to any third party without the prior written consent of the other; provided, that Parcha may assign this Agreement, in whole or in part, to any acquiror of, or successor to, any business or assets to which this Agreement relates. Subject to the foregoing restrictions, this Agreement shall be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns. Any purported assignment or delegation in violation of the foregoing shall be null and void ab initio and of no force or effect.

‍11.3 Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

‍11.4 Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.

‍11.5 Notices. All notices provided by Customer to Parcha under this Agreement must be delivered in writing by electronic mail to aj@parcha.ai. All notices shall be deemed to have been given immediately upon delivery by electronic mail; or, if otherwise delivered upon the earlier of receipt or two (2) business days after being deposited in the mail or with a Courier as permitted above. Any notices to Customer shall be deemed to have been delivered when sent by electronic mail to the electronic mail addresses on record for the Customer.

‍11.6 Governing Law; Jurisdiction; Venue. This Agreement shall be governed by the laws of the State of California without regard to its conflicts of laws principles. The Parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of California for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreementexcept in the state courts of California, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

‍11.7 Publicity and Marketing. Parcha may use Customer’s name, logo, and trademarks solely to identify Customer as a client of Parcha on Parcha’s website and other marketing materials and in accordance with Customer’s trademark usage guidelines, if Customer provides same to Parcha. Parcha may share anonymized information regarding use of the Services with third parties for marketing purposes to develop and promote Services. Notwithstanding anything herein to the contrary, Customer acknowledges that Parcha may disclose the existence and terms and conditions of this Agreement to its advisors, actual and potential sources of financing, and to third parties in connection with any potential transaction or investment.

‍11.8 Amendments; Waivers. No provision of this Agreement may be amended or modified unless such amendment or modification is approved in writing by both Parties. Any waiver by either Party of any default or breach hereunder shall only be valid if made in writing by the waiving Party, and shall not constitute a waiver of any provision of this Agreement or of any subsequent default or breach of the same or different kind.

‍11.9 Force Majeure. Parcha is not and shall not be responsible nor liable for any delays or failures in performance from any cause beyond its control, including any acts of God, changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third party technology providers, riots, fires, epidemics or pandemics, earthquakes, floods, power blackouts, strikes, weather conditions or acts of hackers, internet service providers or any other third party or acts or omissions of Customer or any Authorized User.

‍11.10 Headings; Interpretation. The headings of the articles and paragraphs contained in this Agreement are inserted for convenience and are not intended to be part of or to affect the interpretation of this Agreement.  Unless the context requires otherwise, references in this Agreement to: (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) a “person” shall include any individual, firm, body corporate (wherever incorporated), government, state or agency of a state or any joint venture, association, partnership, works council or employee representative body; (c) Sections shall refer to the sections of this Agreement; (d) a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder; and (e) “$” or “dollars” shall refer to U.S. dollars.

‍11.11 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.
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Contact Information
If you have questions about this Terms of Service please contact us at support@parcha.ai