Beta Testing Terms of Use

Paritii LLC (“Paritii”) provides a software-as-a-service platform, Swyft, which is an AI-powered student-facing college and career advisor and AI-powered suite of support tools for college advisors (the “Services”). These Beta Testing Terms of Use (the “Terms”) govern your access to and use of a pre-release alpha or beta version of the Services. By (i) accessing, using, and/or downloading any part of the Services, you signify that you have read, understand and agree to be bound by these Terms. We reserve the right, at our discretion, to change, modify, add, or delete portions of these Terms at any time. If you do not agree to abide by the Terms, or any amended Terms, do not download or use (or continue to use) the Services.

Background

You acknowledge that you are receiving a pre-release beta version of the Services and that Paritii has not yet completed quality assurance testing of the Services.

Eligibility

In order to access the Services, you must create an account (“Account”). You shall at all times be responsible and liable for any activities that occur on your Account. You shall immediately notify Paritii if any unauthorized use of your Account has occurred or of any other breach of security. In no event shall Paritii be liable for any unauthorized activities with your Account. By using the Services, you represent and warrant that:

1. all registration information you submit is truthful and accurate;
2. you will maintain the accuracy of such information;
3. your use of the Services does not violate any applicable law or regulation or the terms of these Terms; and
4. you will not allow any third party to access your Account and you will otherwise maintain the confidentiality of your Account and Account credentials.

Content

You acknowledge that any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Services (collectively, “Content”), including the Services, is the sole responsibility of the party from whom such Content originated. This means that you, and not Paritii, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Services (“Your Content”). You grant Paritii a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating, providing, developing, and improving the Services, including without limitation, to train Paritii's artificial intelligence algorithms and machine learning models (“Models”).

Prohibited Acts

You agree you will not engage in any of the below acts. In the event you have violated this Section and such violation has caused damages to Paritii, you will be liable for full compensation of such damage and agree to indemnify, defend, and hold harmless Paritii from and against any and all losses, damages, fines, and expenses arising out of any such violation.

You shall not:

1. Make Available any Content that:
   1. is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable;
   2. violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
   3. promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
   4. is violent or threatening, or promotes violence or actions that are threatening to any other person; or
   5. promotes illegal or harmful activities;
2. harm minors in any way;
3. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
4. Make Available any Content that you do not have a right to Make Available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);
5. Make Available any Content that infringes the rights of any person or entity, including without limitation, any patent, trademark, trade secret, copyright, privacy, publicity or other proprietary or contractual rights;
6. intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court;
7. stalk or otherwise harass any other user of our Services; or
8. advocate, encourage or assist any third party in doing any of the foregoing activities in this section.

Updates

You understand that you are using a pre-release beta version of the Services and that the Services are evolving. As a result, Paritii may require you to accept updates to the Services. You acknowledge and agree that Paritii may update the Services without notifying you.

Aggregated Data

Notwithstanding anything to the contrary in this Agreement, Paritii may monitor your use of the Services and collect and compile data and information related to Your Content and/or your use of the Services that is used by Paritii in an aggregate and deidentified manner, including to improve the Platform and Services and/or compile statistical and performance information related to the provision and operation of the Services (“Aggregated Data”). As between Paritii and you, all right, title, and interest in Aggregated Data, and all intellectual property rights therein, belong to and are retained solely by Paritii. You acknowledge that Paritii may compile Aggregated Data based on Your Content and may use Your Content and Aggregated Data to improve its Models. User agrees that Paritii may (i) make Aggregated Data publicly available in compliance with applicable law, and (ii) use Aggregated Data to the extent and in the manner permitted under applicable law; provided that such Aggregated Data does not identify you.

Feedback

You agree to provide to Paritii feedback regarding the use, operation and functionality of the Services (“Feedback”). Such Feedback shall include, without limitation, any information about operating results, known or suspected bugs, errors or compatibility problems and user-desired features. You hereby grant Paritii a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit such Feedback without restriction.

Ownership and License

You acknowledge that the software, code, proprietary methods and systems used to provide the Services, including without limitation the Models, and all improvements, enhancements, and modifications thereto (“Paritii Technology”) are owned by Paritii or its licensors and protected under the patent and copyright laws of the United States and other countries. Paritii Technology may not be copied, modified, distributed or otherwise used by you without Paritii's express, written consent. Subject to these Terms, Paritii grants to you a royalty-free, nonexclusive, non-transferable, use license to use, display, execute, and perform the Services for your own internal, non-commercial purposes. You agree that you will not:

1. reproduce, modify, distribute, transfer, disclose, or make available to any third party any portion of the Services (or any related user manuals or documentation) in any form;
2. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Services;
3. remove, alter, or obscure any proprietary notices or labels in the Services;
4. assign, share, timeshare, sell, rent, lease, sublicense, distribute, grant a security interest in, or otherwise transfer the Services; or
5. publish any performance or benchmark tests or analyses relating to the Services or the use thereof.

The Services are for your internal business use and may not be used to promote any commercial endeavors or to provide any services to any third party. You will use the Services in a manner consistent with any and all applicable laws and regulations.

Artificial Intelligence Tools

Subject to this Agreement, Paritii makes available to you certain artificial intelligence tools in connection with your access to and use of certain Services, including a chatbot that responds to your requests and inquiries related to Your Content (collectively, the “AI Tools”). The AI Tools may leverage third party large language models and artificial intelligence algorithms and platforms (“Third-Party Services”) to assist in review and analysis of Your Content, including documents (collectively, the “Output”) in response to Your Content or other inputs which may be submitted or made available through the Services (“Inputs”). Inputs will be shared with Third-Party Services that provide the AI Tools in order to generate Outputs. Paritii is not responsible for any Output generated through access to or use of the AI Tools and you use such Output at your own risk. As between the parties, each of the Inputs and Output are considered Your Content for the purposes of the Agreement; provided, however, Paritii does not represent or warrant that you or any other user is the legal owner of the Output, or that the Input or Output are protectable by any intellectual property rights, or that the Output does not incorporate, infringe or misappropriate the intellectual property rights or proprietary rights of any third party. Notwithstanding anything else in this Agreement, Paritii may use Inputs, Outputs, and related metadata to train or improve the AI Tools, but only after such Inputs, Outputs, and related metadata have been aggregated and de-identified.

You, and not Paritii, shall be solely responsible for your use of the AI Tools, including any use of the results of any search or inquiry, and decisions made or actions taken based on any search or inquiry using the AI Tools. You acknowledge that any conduct you engage in as a result of the information provided by the AI Tools or any other AI-enabled feature made available through the platform are at your own risk. Because chatbots utilize artificial intelligence to communicate with you, Paritii's chatbot(s) may provide information that is an inaccurate response to your requests and in its interactions with you. You agree that Paritii will not be held liable to you or any third party for the chatbot, AI Tools, or any other AI-enabled feature made available through Paritii or third-party providers providing inaccurate information to you.

Responsible Use of AI Tools

You shall comply with all obligations and commitments in these Terms with respect to material submitted to Paritii in connection with your use of the AI Tools. You are solely responsible for the Inputs, its Outputs and your use thereof. Without limiting the disclaimers in Section 6.3 below, you are responsible for reviewing any Output prior to its use and exercising your own business and legal judgement as to its suitability for use. Without limiting the foregoing and your representations and warranties under these Terms, you shall not submit or use any Inputs or Output that:

1. infringe or misappropriates any third party's intellectual property rights or other proprietary rights;
2. violate applicable laws, rules, and regulations; or
3. contain any viruses, worms or other malicious computer programming codes that may damage the Services.

Paritii reserves the right to suspend or terminate your access to the AI Tools for any failure to comply with this Section. In addition to the foregoing, your obligations under these Terms with respect to use of the Services, its representations and warranties and indemnification obligations, shall apply in full with respect to your use of the AI Tools. You acknowledge and agree that, notwithstanding the automated suggestions provided by the AI Tools, it remains solely responsible for the content, legality, accuracy, and completeness of the Outputs, and any use thereof.

No Implied License

Paritii and its licensors shall retain all right, title and interest in the Services. No license or other rights of any kind are granted or conveyed except for the limited internal license expressly provided herein. The Services shall remain Paritii's personal property and shall not become part of your personal or real property by reason of annexation. You agree that you will not provide access to the Services to any third party or use the Services to provide services to any third party without having received prior written authorization from Paritii.

Term; Termination

These Terms commence on the earlier of the date you first used the Services and the date you accepted them (as described in the preamble above) and remain in full force and effect while you use the Services, unless terminated earlier in accordance with these Terms. Paritii reserves the right to change or discontinue the Services (or any feature thereof) at any time, or your access thereto, with or without notice, for any or no reason. Without limiting the foregoing, Paritii may terminate your right to access and use the Services (i) if you are in breach of these Terms; (ii) if Paritii decides in its sole discretion to stop providing the Services; (iii) when Paritii ends the beta test of the Services; or (iv) for any reason or no reason, without giving you notice. You agree that Paritii will have no liability to you for any termination, modification or suspension of your license to use the Services. In the event of expiration or termination of your license, those sections of these Terms that by their nature are intended by the parties to survive, including but not limited to the last sentence of Section 7, and Sections 8, 9, 10, 12 (this sentence only), 13, 14, 15, and 16 shall survive and continue in effect to the extent necessary to protect the rights of the parties.

Disclaimer of Warranties and Conditions

You acknowledge that the Services are pre-production and have not been completely tested in all situations. Paritii is providing the Services on an “as is” basis for use by you at your own risk. Paritii disclaims all warranties and conditions regarding the Services, whether express, implied or statutory, including without limitation, any implied warranties or conditions of title, non-infringement of third party rights, merchantability or fitness for a particular purpose.

The AI Tools are intended as output generation tools only and Paritii makes no warranty or guaranty that the Output will provide accurate, tailored, or complete results or be fit for the particular purpose or use case. Paritii does not represent or warrant that the Customer is the legal owner of the Output, or that the Input or Output are protectable by any intellectual property rights, or that the Output does not incorporate, infringe or misappropriate the intellectual property or proprietary rights of any third party. Customer should evaluate the fitness of any Output as appropriate for Customer's specific use case.

Some jurisdictions do not allow the exclusion of implied warranties or conditions, so the above exclusions may not apply to you.

Limitation of Liability

You agree that Paritii shall not be responsible for any loss or damage to you or to any third parties caused by failure of Paritii to deliver the Services or failure of the Services to function. In no event will Paritii be liable for any special, consequential, exemplary, incidental, or indirect damages, including lost profits, in connection with the use of the Services or other materials provided along with the Services or in connection with any other claim arising from these Terms, even if Paritii has been advised of the possibility of such damages. Paritii's and its suppliers', licensors', and partners' entire liability under these Terms, for any cause whatsoever, and regardless of the form of the action, will at all times be limited to one hundred dollars ($100). The existence of one or more claims will not serve to enlarge this limit.

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you and you may also have other legal rights that vary from jurisdiction to jurisdiction.

Arbitration Agreement

Please read this document (the “Arbitration Agreement”) carefully. It is part of your contract with Paritii and affects your rights. It contains procedures for mandatory binding arbitration and a class action waiver.

General Provisions

Governing Law

These Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Washington, without giving effect to any conflict of laws principles that require the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the courts located in Seattle, Washington for the purpose of litigating all such claims or disputes. Notwithstanding the foregoing, Paritii may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

Confidentiality

You acknowledge that the Services have not been commercially released and that the Services contain proprietary information of Paritii. You agree that you will not disclose to any third party any information with respect to the Services, or any other non-public information regarding the Services, that you obtain through using the Services, except as required by law.

Severability

If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

No Assignment

These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Paritii's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. These Terms shall be binding upon assignees.

Injunctive Relief

You acknowledge that any breach of these Terms by you would cause irreparable injury to Paritii for which monetary damages would not be an adequate remedy and, therefore, will entitle Paritii to seek injunctive relief (including specific performance). The rights and remedies provided to each party are cumulative and in addition to any other rights and remedies available to such party at law or in equity.

Waiver

Any waiver or failure to enforce any provision in these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Export

You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Paritii, or any products utilizing such data, in violation of the United States export laws or regulations.

Entire Agreement

These Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersede and merge all prior discussions between the parties with respect to such subject matter.