Terms of Service

1. Definitions

Capitalized terms shall have the meanings set forth in this section, or in the section where they are first used.

1.1. “Access Protocols” means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Users to access the Services.

1.2. “Aggregated Data” means data and information related to User Content and/or User's 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.

1.3. “Connected Account” means any third-party service or application connected to, or integrated with, the Platform by or on behalf of User.

1.4. “Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.

1.5. “Partner Institution” means any college, university, or other educational institution that has entered into an agreement with Paritii for the provision of Services to its students and other authorized users.

1.6. “Services” means Paritii's provision of: (1) the Platform; (2) AI Tools; (3) Paritii Content; and (4) any other services provided under this Agreement, including any Supplemental Terms.

2. Provision of Services

2.1. License to Platform.

Subject to and conditioned on User's compliance with all the terms and conditions of this Agreement, Paritii grants to User a non-exclusive, non-transferable license to access and use the features and functions of the Platform and Services in accordance with this Agreement. User's access to and use of the Services, or certain portions thereof, may be contingent on the applicable Partner Institution's payment of applicable fees required to be paid to Paritii for the Services. Paritii has the right to suspend the User's Account and access to all or certain portions of the Services in the event of any delay by the Partner Institution in making payments to Paritii.

2.2. Connected Accounts.

In order to enable certain features and functionality of the Services, User may be required to link certain Connected Accounts to the Platform. User is responsible for enabling the integration of each Connected Account, and by doing so, User acknowledges that Paritii may access any User Content provided via a Connected Account so that it may be used in accordance with the terms of this Agreement. Connected Accounts are not under the control of Paritii and Paritii is not responsible for any Connected Account. User's use of the Connected Accounts is governed by the Users' agreement with providers of the Connected Accounts. User acknowledges that Paritii has no control over, or other ability or obligation with respect to the maintenance, upkeep, status or support of any Connected Account or other component thereof, including the accuracy, timeliness, reliability or completeness of any User Content collected through such Connected Accounts.

2.3. Artificial Intelligence Tools.

Subject to this Agreement, Paritii makes available to User certain artificial intelligence tools in connection with User's access to and use of certain Services, including, with respect to Platform, a chatbot that responds to User requests and inquiries related to User 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 User Content, including documents (collectively, the “Output”) in response to the User 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 User uses such Output at its own risk. As between the parties, each of the Inputs and Output are considered User Content for the purposes of the Agreement; provided, however, Paritii does not represent or warrant that User or any 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.

User, and not Paritii, shall be solely responsible for its 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. User acknowledges that any conduct User engages 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 User's own risk. Because chatbots utilize artificial intelligence to communicate with User, Paritii's chatbot(s) may provide information that is an inaccurate response to User's requests in its interaction with User. User agrees that Paritii will not be held liable to User 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 User.

2.4. Supplemental Terms.

User's use of certain features and functionality of the Services may be subject to additional terms (“Supplemental Terms”). Such Supplemental Terms will either be set forth in the applicable supplemental Services or will be presented to User for acceptance when User signs up to use the supplemental Service. If these Terms are inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental Service.

2.5. Updates.

User understands that the Services are evolving. As such, User acknowledges and agrees that Paritii may update the Services with or without notifying its users. Any future release, update or other addition to the Services shall be subject to this Agreement.

3. Registration

Account Registration.

In order to access certain features of the Service, User is required to be enrolled in a Partner Institution and may be required to register an account on the Services using the email address assigned to you by such Partner Institution (“Account”) through unique and confidential Account credentials. User may not share User's Account credentials or password with anyone, and User agrees to notify Paritii immediately of any unauthorized use of User's password or any other breach of security. User is solely responsible for maintaining the confidentiality of User's Account credentials and for all activities that occur under such Account. User agrees that User will promptly notify Paritii of any actual or suspected unauthorized use or access to User's Account.

Registration Data.

In registering an account on the Service, User shall (i) provide true, accurate, current, and complete information about User as prompted by the registration form (the “Registration Data”), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.

User's Account.

If User provides any information that is untrue, inaccurate, incomplete or not current, or Paritii has reasonable grounds to suspect that any information User provides is untrue, inaccurate, incomplete or not current, Paritii has the right to suspend or terminate User's Account and refuse any and all current or future use of the Services (or any portion thereof). User agrees not to create an Account using a false identity or information, or on behalf of someone other than User. User shall not have more than one Account at any given time. Paritii reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party's rights. User agrees not to create an Account or use the Services if User has been previously removed by Paritii, or if User has been previously banned from the Service.

4. User Restrictions and Responsibilities

3.1. Restrictions.

Except as may be expressly permitted by applicable law, User agrees that it will not, and will not permit any third party to:

• permit any party to access the Platform or use the Services;
• modify, adapt, alter or translate the Platform or Services, except as expressly allowed herein;
• sublicense, lease, rent, loan, distribute, or otherwise transfer the Platform to any third party;
• reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Platform;
• use or copy the Platform except as expressly allowed under this subsection;
• disclose or transmit any data contained in the Platform to any third party, except as expressly allowed herein; or
• use or access the Platform or Services in any personal, household, or familial capacity, or for any purpose other than a lawful business purpose.

Notwithstanding the foregoing, decompiling the Platform is permitted to the extent the laws of User's jurisdiction require Paritii to give User the right to do so to obtain information necessary to render the Platform interoperable with other software; provided, however, that User must first request such information from Paritii and Paritii may, in its discretion, either provide such information to User or impose reasonable conditions, including a reasonable fee, on such use of the source code for the Platform to ensure that Paritii's and its suppliers' proprietary rights in the source code for the Platform are protected.

User acknowledges and agrees that the Services or Platform will not be used, and are not licensed for use, in connection with any of User's time-critical or mission-critical functions. Except as expressly set forth herein, no express or implied license or right of any kind is granted to User regarding the Services, Platform, or any part thereof, including any right to obtain possession of any source code, data or other technical material relating to the Platform.

Paritii reserves the right to suspend User's access to the Platform for any failure, or suspected failure, to comply with the restrictions set forth in this Section. Paritii may also suspend User's access to all or any part of the Platform, without notice and without incurring any resulting obligation or liability, if: Paritii believes, in its good faith and reasonable discretion, that User's use of the Platform poses a risk to the security or integrity of Paritii's systems, interferes with Paritii's ability to reliably provide the Platform to other Users, or may subject Paritii to liability. Paritii will use reasonable efforts to notify User prior to suspension and will restore access to User as soon as such risks no longer apply.

3.2. User Responsibility for Data and Security.

User shall have access to the User Content and shall be responsible for all changes to and/or deletions of User Content and the security of all passwords and other Access Protocols required in order the access the Services. User shall have the ability to export User Content out of the Services and is encouraged to make its own back-ups of the User Content. User shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all User Content. In the ordinary course of its business, Paritii performs back-ups of User Content; however, Paritii is not responsible for performing, and is not liable for any failure to perform, any back-up of any User Content.

3.3. Responsible Use of AI Tools.

User shall comply with all obligations and commitments in the Agreement with respect to User Content in connection with User's use of the AI Tools. User is solely responsible for the Inputs, its Outputs and its use thereof. Without limiting the disclaimers in Section 5.2 below, User is responsible for reviewing any Output prior to its use and exercising its own business and legal judgement as to its suitability for use. Without limiting the foregoing and User's representations and warranties under the Agreement, User shall not submit or use any Inputs or Output that:

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

Paritii reserves the right to suspend or terminate User's access to the AI Tools for any failure by User to comply with this Section. In addition to the foregoing, User's obligations under the Agreement with respect to use of the Services, its representations and warranties and indemnification obligations, shall apply in full with respect to User's use of the AI Tools. User acknowledges and agrees 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.

5. Ownership

4.1. Paritii Intellectual Property.

As between Paritii and User, the Services, Platform, Base Models, and Trained Models, and all worldwide Intellectual Property Rights in each of the foregoing, including, without limitation, any customizations created hereunder, are the exclusive property of Paritii and its suppliers. All rights in and to the Services, Platform, Base Models, and Trained Models not expressly granted to User in this Agreement are reserved by Paritii and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to User regarding the Platform, and Services or any part thereof, including any right to obtain possession of any source code, data or other technical material related to the Platform.

4.2. Content.

(a) Types of Content. The User acknowledges that any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Service (collectively, “Content”), is the sole responsibility of the party from whom such Content originated. This means that User, and not Paritii, is entirely responsible for all Content that User Content (as defined below) that User uploads, posts, emails, transmits or otherwise makes available (“Make Available”) through the Services, including with respect to such Content's quality, accuracy, and completeness, and that other users of the Services, and not Paritii, are similarly responsible for all Content that they Make Available through the Services. “User Content” means, other than Aggregated Data, (a) Inputs; (b) Outputs; and (c) information, data, documents, and other content, in any form or medium, that User Makes Available through the use of the Platform or Services.

(b) User Content. User is solely responsible for any and all obligations with respect to the accuracy, quality, completeness, and legality of User Content. User will obtain all third-party licenses, consents and permissions needed for Paritii to use the User Content to provide the Services. Without limiting the foregoing, User will be solely responsible for obtaining from third parties all necessary rights for Paritii to use the User Content submitted by or on behalf of User for the purposes set forth in this Agreement. User grants Paritii a non-exclusive, worldwide, royalty-free and fully paid license during the Term to use the User Content as necessary for purposes of providing and/or improving the Services. The User Content hosted by Paritii as part of the Services, and all worldwide Intellectual Property Rights in and to the foregoing, are the exclusive property of User. All rights in and to the User Content not expressly granted to Paritii in this Agreement are reserved by User.

(c) Sensitive Content. User acknowledges that the Services (a) are not intended for the processing of individually identifiable health information or protected health information as those terms are defined by the Health Insurance Portability and Accountability Act and its implementing regulations and (b) are not intended to process any personal information of individuals under 18 or the applicable age of digital consent. Accordingly, User agrees, represents, and warrants that User will not Make Available any such Content through the Services.

4.3. Aggregated Data.

Notwithstanding anything to the contrary in this Agreement, Paritii may monitor User's use of the Services and collect and compile Aggregated Data. As between Paritii and User, all right, title, and interest in Aggregated Data, and all Intellectual Property Rights therein, belong to and are retained solely by Paritii. User acknowledges that Paritii may compile Aggregated Data based on User Content and may use the User Content and Aggregated Data to improve its base machine learning models and artificial intelligence algorithms (collectively, “Base Models”). All right, title, and interest in and to the Base Models are retained by Paritii, as well as such Base Models that are trained on or otherwise fine-tuned using Aggregated Data or User Content (so long as such User Content is aggregated with other Users' information, data, and content) (collectively, “Trained 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 User.

4.4. Feedback.

If User sends or transmits any communications or materials to Paritii by mail, email, telephone, or otherwise, suggesting or recommending changes to Paritii's intellectual property, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Paritii is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. User hereby assigns to Paritii on all right, title, and interest in, and Paritii is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, although Paritii is not required to use any Feedback.

6. Warranties and Disclaimers

5.1. User Warranty.

User represents and warrants to Paritii that:

1. User owns the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Paritii to use the User Content in accordance with this Agreement;
2. User Content and the use of User Content as contemplated by this Agreement does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any Intellectual Property Right; (b) violate, or cause Paritii to violate, any law or regulation, including the CAN-SPAM Act; or (c) contain any viruses, worms or other malicious computer programming codes intended to damage Paritii's system or data; and
3. User will use the Services and Platform in compliance with this Agreement, any instructions provided by Paritii, and applicable law.

Paritii may monitor User's use of the Services and may prohibit any use of the Services or Platform it believes may be in violation of the foregoing warranties or applicable law.

5.2. Disclaimers.

(a) General. Paritii makes no other express or implied warranties with respect to the Platform, Base Models, Trained Models, Aggregated Data, Services or otherwise, and specifically disclaims all implied and statutory warranties, including the implied warranties of non-infringement of third-party rights, merchantability, satisfactory quality, accuracy, title, and fitness for a particular purpose, and any warranties arising from course of dealing, usage, or trade practice. The Platform and Services are provided “as is.” Paritii does not warrant that the Platform, Base Models, Trained Models, or Services will satisfy Customer's requirements, are without defect or error, or that the operation of the Services will be uninterrupted. Some states and jurisdictions do not allow the exclusion or limitation of warranties. This section will apply to Customer solely to the extent permitted by applicable law.

(b) AI Tools. 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.

(c) Downloaded Content. Any content downloaded from or otherwise accessed through the Services are accessed at User's own risk, and User is solely responsible for any damage to User's property, including, but not limited to, User's computer system and/or any device used to access the Service, or any other loss that results from accessing such content.

(d) Beta Features. From time to time, Paritii may offer new “beta” features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at Paritii's sole discretion. The provisions of this section apply with full force to such features or tools unless User is required to agree to a different set of beta terms of use, in which case such beta terms of use will govern User's access to and use of such beta features or tools.

7. Limitations of Liability

6.1. Exclusion of Damages.

User understands and agrees that, to the fullest extent provided by law, in no event shall the Paritii, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (collectively, “Paritii Parties”) be liable for any loss of profits, revenue or data, indirect, incidental, special, or consequential damages, or damages or costs due to loss of production or use, business interruption, or procurement of substitute goods or services, in each case whether or not any Paritii Party has been advised of the possibility of such damages, arising out of or in connection with this Agreement, the Service, or any communications, interactions or meetings with other users of the Service or third parties, on any theory of liability, including to the extent resulting from:

1. the use or inability to use the Service;
2. any goods, data, information or service purchased or obtained; or messages received or transactions entered into through the Service;
3. unauthorized access to or alteration of User's transmissions or data;
4. statements or conduct of any third party on the Service; or
5. any other matter related to the Service, whether based on warranty, copyright, contract, tort (including negligence), product liability, or any other legal theory.

6.2. Amount of Damages.

To the fullest extent permitted by law, the Paritii Parties shall not be liable to User for more than the greater of (i) $100; or (iii) if applicable, the statutory remedy or penalty imposed by the statute under which such claim arises.

6.3. Basis of the Bargain.

The parties agree that the limitations of liability set forth in this section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the limitations set forth above are fundamental elements of the basis of the bargain between Paritii and User.

8. Indemnification

User shall indemnify and hold the Paritii Parties harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of any and all of the following:

1. User Content;
2. User's use of, or inability to use, the Services;
3. User's violation of this Agreement;
4. User's violation of any rights of another party, including any other user; or
5. User's violation of any applicable laws, rules or regulations.

Paritii reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, in which event you will fully cooperate with Paritii in asserting any available defenses. This provision does not require User to indemnify any of the Paritii Parties for any unconscionable commercial practice by such party or for such party's fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Services provided hereunder. User agrees that the provisions in this section will survive any termination of User's Account, this Agreement and/or User's access to the Service.

9. Term and Termination

8.1. Term.

This term of this Agreement will commence on the Effective Date and will continue in full force and effect for as long as User accesses the Services, unless earlier terminated in accordance with the Agreement.

8.2. Termination by Paritii.

If User has, or Paritii suspects User has, materially breached any provision of this Agreement, or if Paritii is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful), Paritii has the right to, immediately and without notice, suspend or terminate any Services provided to User. Paritii reserves the right to terminate this Agreement or User's access to the Services at any time without cause upon notice to User. User agrees that all terminations for cause are made in Paritii's sole discretion and that Paritii shall not be liable to you or any third party for any termination of your Account.

8.3. Termination by User.

If User wants to terminate this Agreement, User may do so by closing User's Account for the Services under Account settings.

8.4. Termination of Services of a Partner Institution.

Termination of the applicable agreement between a Partner Institution and Paritii for the Services may result in termination of User's Account or any Services provided to User without notice.

8.5. Effect of Termination.

Upon termination of the Services or the applicable feature or functionality thereof, User's right to use the Services or the applicable feature or functionality thereof will automatically terminate, and we may delete User Content associated therewith from our live databases. If we terminate User's Account for cause, we may also bar User's further use or access to the Services. Paritii will not have any liability whatsoever to User for any suspension or termination, including for deletion of User Content. All provisions of this Agreement which by their nature should survive, will survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability. If this Agreement is terminated for cause by Paritii or if User's Account or ability to access the Services is discontinued by Paritii due to User's violation of any portion of this Agreement or for conduct otherwise deemed inappropriate, then User agrees that User shall not attempt to re-register with or access the Services through use of a different member name or otherwise.

10. Arbitration Agreement

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

9.1. Agreement to Arbitrate.

Subject to the terms of this Arbitration Agreement, User and Paritii agree that any and all disputes, claims, controversies or disagreements that have arisen or may arise between User and Paritii, whether arising out of or relating in any way to User's access to or use of the Services, any communications User receives, any products sold or distributed through the Services or this Agreement and prior versions of this Agreement, including claims and disputes that arose between User and Paritii before the effective date of this Agreement (each, a “Dispute”) will be resolved exclusively by final and binding arbitration, rather than in court, except that: (i) User and Paritii may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) User or Paritii may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.

9.2. Waiver of Jury Trial.

User and Paritii hereby waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury. User and Paritii are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the section titled “Agreement to Arbitrate” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

9.3. Waiver of Class and Other Non-Individualized Relief.

Each of us may bring claims against the other only on an individual basis and not on a class, representative, collective, or mass action basis, and the parties hereby waive all rights to have any Dispute be brought, heard, administered, resolved, or arbitrated on a class, collective, or representative basis. Only individual relief is available. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the section titled “Batch Arbitration.”

Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, determines that the limitations of this section titled “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), User and Paritii agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Delaware. The parties agree that any claims or requests for relief that are severed from an arbitration may not proceed in litigation and shall be stayed until all Disputes between the parties that remain in arbitration are finally resolved. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent User or Paritii from participating in a class-wide settlement of claims.

9.4. Informal Dispute Resolution.

Paritii is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer's satisfaction by emailing Paritii customer support at support@paritii.com. If such efforts prove unsuccessful, User and Paritii agree that good faith informal efforts to resolve Disputes before starting an arbitration or initiating an action in small claims court (“Informal Dispute Resolution”). User and Paritii agree that as part of these efforts, either party has the option to ask the other to meet and confer telephonically or via videoconference (“Informal Dispute Resolution Conference”). If User is represented by counsel, User's counsel may participate in the conference, but User must also personally participate in the conference.

To initiate Informal Dispute Resolution, a party must give notice to the other party (“Notice”). Such Notice to Paritii should be sent by email to support@paritii.com or regular mail to our offices located at Paritii LLC, 522 W Riverside Ave, #6154, Spokane, WA, 99201 USA (“Notice Address”). The Notice must include:

1. User's name, telephone number, mailing address, e-mail address associated with User's Account (if User has one);
2. the name, telephone number, mailing address and e-mail address of User's counsel, if any; and
3. a description of User's Dispute.

Paritii will send Notice, including a description of the Dispute, to User's email address or regular address on file. It is User's responsibility to ensure that User's email and regular address are correct and remain up to date.

The Informal Dispute Resolution process lasts 45 days and is a mandatory precondition to commencing arbitration. During this period, either party has the option to ask the other to participate in an Informal Dispute Resolution Conference as part of a good faith effort to resolve the Dispute. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree.

The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in Informal Dispute Resolution.

9.5. Rules and Forum.

This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement, including the procedures governing Batch Arbitration, and any arbitration. If the Informal Dispute Resolution process described above does not resolve satisfactorily within forty-five (45) days after receipt of User's Notice, User and Paritii agree that either party shall have the right to finally resolve the Dispute through binding arbitration.

The arbitration will be conducted by National Arbitration & Mediation (“NAM”) in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the “NAM Comprehensive Rules”) in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (the “NAM Mass Filing Rules”; together with the NAM Comprehensive Rules, the “NAM Rules”), and as modified by this Arbitration Agreement. The NAM Rules are currently available at https://www.namadr.com/resources/rules-fees-forms/.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Demand”). The Demand must include:

1. the name, telephone number, mailing address, e-mail address of the party seeking arbitration, and the Account username (if applicable), as well as the email address associated with any applicable Account;
2. a statement of the legal claims being asserted and the factual bases of those claims;
3. a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy in United States dollars;
4. a statement certifying completion of the Informal Dispute Resolution process as described above; and
5. evidence that the requesting party will pay any necessary filing fees in connection with such arbitration.

Any Demand User sends to Paritii should be sent by email to support@paritii.com or to the Notice Address. Paritii will provide the Demand to User's email address on file. It is User's responsibility to keep User's contact information up to date.

If the party requesting arbitration is represented by counsel, the Demand shall also include counsel's name, telephone number, mailing address, and email address. Such counsel must also sign the Demand. By signing the Demand, counsel certifies to the best of counsel's knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that, consistent with the standards set forth in Federal Rule of Civil Procedure 11(b):

1. the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution;
2. the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and
3. the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery (“Counsel's Certification”).

Unless User and Paritii otherwise agree, or the Batch Arbitration process discussed in section titled “Batch Arbitration” is triggered, the arbitration, including any in-person arbitration hearing, will be conducted in the State of California or, at User's election, in the county where User resides. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of arbitration. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum. User's responsibility to pay any NAM fees and costs will be solely as set forth in the applicable NAM fee schedules (the “Fee Schedules”). However, if User demonstrates to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Paritii will pay as much of the arbitration fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.

User and Paritii agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties' attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

User and Paritii agree that at least 14 days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover any post-offer costs to which they otherwise would be entitled and shall pay the offering party's costs from the time of the offer.

9.6. Arbitrator.

The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of Delaware and will be selected by the parties from NAM's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Demand, then the NAM will appoint the arbitrator in accordance with the NAM Rules, provided that if the Batch Arbitration process under the section titled “Batch Arbitration” is triggered, NAM, without soliciting input or feedback from any party, will appoint the arbitrator for each batch, subject to User's right to object to that appointment.

9.7. Authority of Arbitrator.

The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except that all Disputes arising out of or relating to the section titled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of the section titled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such subsection titled “Waiver of Class and Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon User and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

9.8. Attorneys' Fees and Costs.

The parties shall bear their own attorneys' fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Demand was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). To the extent, following a presentation on the merits, on its own motion or a party's, and after affording a reasonable opportunity to respond, an arbitrator determines that a party who commenced arbitration did not bring its claim(s) consistent with Counsel's Certification and the standards set forth in Federal Rule of Civil Procedure 11(b), the parties agree that the arbitrator shall, as part of its award, impose sanctions by ordering that the initiating party reimburse the responding party for all arbitration filing and administrative fees and arbitrator costs the responding party incurred under the Fee Schedules.

9.9. Batch Arbitration.

To increase the efficiency of administration and resolution of arbitrations, User and Paritii agree that in the event that there are twenty-five (25) or more individual Demands of a substantially similar nature filed against Paritii by or with the assistance of the same law firm, group of law firms, or organizations, within a reasonably proximate period of time, for example, a ninety (90) day period, NAM shall:

1. administer the arbitration demands in batches of 100 Demands per batch (or, if between twenty-five (25) and ninety-nine (99) individual Demands are filed, a single batch of all those Demands, and, to the extent there are fewer than 100 Demands remaining after the batching described above, a final batch consisting of the remaining Demands);
2. appoint one arbitrator for each batch; and
3. provide for the resolution of each batch on a consolidated basis with one set of filing and administrative fees due per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award, which will provide for any and all relief to which the arbitrator determines each individual party is entitled (“Batch Arbitration”).

NAM shall administer all batches concurrently, to the extent possible.

All parties agree that Demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM, and NAM shall appoint a sole standing Procedural Arbitrator or, should the circumstances so require, an Emergency Arbitrator, according to the NAM Rules, to determine the applicability of the Batch Arbitration process (the Procedural Arbitrator or Emergency Arbitrator, the “Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator's fees shall be paid by Paritii.

User and Paritii agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Demands, as well as any steps to minimize the time and costs of arbitration, which may include:

1. the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and
2. the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective, and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision, and nothing about the Batch Arbitration process will preclude any party from participating in any arbitration administered according to that process.

9.10. 30-Day Right to Opt Out.

User has the right to opt out of the provisions of this Arbitration Agreement by sending written notice of User's decision to opt out to the Notice Address, within thirty (30) days after first becoming subject to this Arbitration Agreement. User's notice must include User's name and address, the email address associated with User's Account, and an unequivocal statement that User want to opt out of this Arbitration Agreement. Any opt-out notice will be effective only if User sends it from User, on an individual basis, and opts out notices from any third-party purporting to act on User's behalf will have no effect on User's or Paritii's rights. If User opts out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to User. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that User may currently have with us, including any previous versions of this Arbitration Agreement to which User agreed and did not timely opt out, which will remain in effect, and has no effect on any arbitration agreements with us User may enter in the future.

9.11. Invalidity, Expiration.

Except as provided in the section titled “Waiver of Class or Other Non-Individualized Relief,” if any part or parts of this Arbitration Agreement (other than the section titled “Batch Arbitration”) are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect. However, if the section titled “Batch Arbitration” of this Arbitration Agreement is found under the law to be invalid or unenforceable then, in that case, the entire Arbitration Agreement shall be void, and the parties agree that all Disputes will be heard in the state or federal courts located in the New Castle County, Delaware. User further agrees that any Dispute that User has with Paritii as detailed in this Arbitration Agreement must be initiated within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, User agrees that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

9.12. Future Changes to Arbitration Agreement.

Paritii and User agree that Paritii retains the right to modify this Arbitration Agreement in the future. Any such changes will be posted at support@paritii.com and User should check for updates regularly. We agree that if Paritii makes any future material change to this Arbitration Agreement, it will notify User. User's continued use of the Services, including the acceptance of products and services offered on the Services following the posting of changes to this Arbitration Agreement, constitutes User's acceptance of any such changes. If User has previously agreed to a version of this Agreement with an arbitration agreement and User did not validity opt out of arbitration then, changes to this Arbitration Agreement do not provide User with a new opportunity to opt out of User's previous agreement to arbitrate. Paritii will continue to honor any valid opt outs of the Arbitration Agreement that User made to a prior version of this Agreement.

11. Miscellaneous

10.1. Governing Law and Venue.

To the extent the parties are permitted under this Agreement to initiate litigation in a court, both User and Paritii agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in San Francisco County, California. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Agreement.

10.2. Export.

User agrees 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.

10.3. Severability.

If any provision of this Agreement or a portion of a provision is held to be invalid, illegal, or unenforceable, the rest of this Agreement will remain enforceable.

10.4. Waiver.

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

10.5. Remedies.

Except as provided in the subsection and section titled Indemnification, the parties' rights and remedies under this Agreement are cumulative. User acknowledges that the Services and Platform contain valuable trade secrets and proprietary information of Paritii, that any actual or threatened breach of the sections titled Ownership or Confidentiality or any other breach by User of its obligations with respect to Intellectual Property Rights of Paritii will constitute immediate, irreparable harm to Paritii for which monetary damages would be an inadequate remedy. In such case, Paritii will be entitled to seek immediate injunctive relief or other equitable relief without the requirement of posting bond, including an order that any Platform, or any portions thereof, that User attempts to import into any country or territory be seized, impounded and destroyed by customs officials. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its attorneys' fees, court costs, and other collection expenses, in addition to any other relief it may receive.

10.6. No Assignment.

Neither party shall assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. This Agreement shall inure to the benefit of each party's permitted successors and assigns.

10.7. Force Majeure.

Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, pandemic, epidemic, quarantine, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.

10.8. Relationship of the Parties.

User's relationship to Paritii is that of an independent contractor, and neither party is an agent or partner of the other. User will not have, and will not represent to any third party that it has, any authority to act on behalf of Paritii.

10.9. Questions, Complaints, Claims.

If User has any questions, complaints or claims with respect to the Service, please contact us at: support@paritii.com. We will do our best to address User's concerns. If User feels that User's concerns have been addressed incompletely, Paritii invites User to let us know for further investigation.

10.10. Consumer Complaints.

In accordance with California Civil Code §1789.3, User may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

10.11. Agreement Updates.

When changes are made, Paritii will make a new copy of these Terms and/or Supplemental Terms, as applicable, available on the Service, and we will also update the “Last Updated” date at the top of this Agreement. If we make any material changes and User has registered an Account with us, we will also send an email with an updated copy of this Agreement to User at the email address associated with User's Account. Unless otherwise stated in such update, any changes to this Agreement will be effective immediately for users without an Account and thirty (30) days after posting for users with an Account. Paritii may require User to provide consent to the updated Agreement in a specified manner before further use of the Services is permitted. If User does not agree to any change(s) after receiving a notice of such change(s), User shall stop using the Service.

10.12. Notices.

All notices required or permitted under this agreement must be delivered in writing, if to Paritii, by emailing support@paritii.com and if to User, by emailing the email address included on the signature page to this Agreement, provided, however, that with respect to any notices relating to breaches of this agreement or termination, a copy of such notice will also be sent in writing to the other party at the address listed on the signature page of this Agreement by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Each party may change its email address and/or address for receipt of notice by giving notice of such change to the other party.

10.13. Entire Agreement.

This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of the Agreement. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of User and Paritii.