Terms & Conditions

Ask Parable Inc.

Terms & Conditions

Last updated: March 14, 2025

PLEASE READ THESE TERMS & CONDITIONS CAREFULLY BEFORE USING THE SERVICES OFFERED BY ASK PARABLE INC. (“PARABLE”). BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH PARABLE WHICH REFERENCE THESE TERMS & CONDITIONS (EACH, AN “ORDER FORM”), YOU (“CUSTOMER”)AGREE TO BE BOUND BY THESE TERMS & CONDITIONS (TOGETHER WITH ALL ORDER FORMS EXECUTED BETWEEN THE PARTIES, THE “AGREEMENT”) TO THE EXCLUSION OFALL OTHER TERMS.  IN ADDITION, ANY ONLINE ORDER FORM WHICH YOU SUBMIT VIA PARABLE’S STANDARD ONLINE PROCESS AND WHICH IS ACCEPTED BY PARABLE SHALL BE DEEMED TO BE MUTUALLY EXECUTED.  IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.  ALL CAPITALIZED TERMS USED HEREIN WITHOUT DEFINITION SHALL HAVE THE SAME MEANINGS AS SPECIFIED IN THE APPLICABLE ORDER FORM.

1. Order Forms; Access to the Platform Services; Installation of Platform. This Terms & Conditions will be implemented through one or more written order forms that reference this Terms& Conditions (each, an “Order Form”) (collectively, the “Agreement”).Upon mutual execution, each Order Form shall be incorporated into and form apart of this Agreement. For each Order Form, subject to Customer’s compliance with the terms and conditions of this Agreement (including any limitations and restrictions set forth on the applicable Order Form) Parable grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to internally access and use the Platform Services specified in suchOrder Form between the parties during the applicable Order Form Term (as defined below) for the internal business purposes of Customer, only as provided herein and only in accordance with Parable’s applicable official user documentation for such Platform Services to the extent provided or made available by Parable to Customer (the “Documentation”). In the case ofCustomer’s access and use of the On-Premises Solution (as defined below) as indicated on an applicable Order Form, Parable further grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to internally install the Platform (as defined below) during the applicable Order Form Term (as defined below) for the internal business purposes of Customer, only as provided herein for access and use of the Platform Services and only in accordance with Parable’s Documentation.  For purposes of this Agreement, “Platform”shall mean the proprietary computer software products and services, in object code form and not including any Third Party Services (as defined below),necessary for access and use of the Platform Services through (i) an on-premises installation installed and managed by Parable (“On-Premises Solution”); (ii) hosted and operated by a third party of Customer’s choice to the extent supported by the Platform Services (“BYOC Solution”); (iii) hosted and operated by a third party on behalf of Customer and Parable in connection with this Agreement with shared administrative rights and permissions as detailed, and subject to, the terms and conditions of this Agreement (“Co-ManagedCloud Solution”); or (iv) hosted and operated by a third party on behalf ofParable (“Private Cloud Solution”). For clarity, the Platform is licensed by Parable, not sold.
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2. Implementation. Upon payment of any applicable fees set forth in each Order Form, Parable agrees to use reasonable commercial efforts to provide standard implementation assistance for the Platform Services only if and to the extent such assistance is set forth on such Order Form (“Implementation Assistance”). If Parable provides Implementation Assistance in excess of any agreed-upon hours estimate, or if Parable otherwise provides additional services beyond those agreed in an Order Form, Customer will pay Parable at its then-current hourly rates for implementation consultation as specified in writing by Parable to Customer before providing such additional services (“ImplementationConsultation Fees”). For clarity, unless otherwise specified in an Order Form, such Implementation ConsultationFees shall not be the Consulting Services Fees.
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3. Consulting Services. To the extent an applicable Order Form specifies any Consulting Services to be provided by Parable to Customer, Parable will use reasonable commercial efforts to provide such Consulting Services in accordance with the terms and conditions of this Agreement. Subject to the limitations of Section 5, anything resulting from or arising in the course of performance of the Consulting Services performed by Parable and delivered or made available to Customer shall be deemed “Work Product”.
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4. Service Updates; Beta Products. From time to time, Parable may provide upgrades, patches, enhancements, or fixes for the Platform Services to its customers generally without additional charge (“Updates”), and such Updates will become part of the Platform Services and subject to this Agreement; provided that Parable shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that Parable may make improvements and modifications to the Platform Services at any time in its sole discretion; provided that Parable shall use commercially reasonable efforts to give Customer reasonable prior notice of any major changes that might adversely impact Customer’s use of the Platform Services. In the event that Parable provides Customer with access to any beta, demonstration, pre-release or similar versions of the Platform Services (as maybe indicated on the Platform Services or otherwise by Parable), then Customer acknowledges that such Platform Services are experimental in nature, are provided “AS IS”, and may not be functional on any machine or in any environment.
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5. Ownership; Feedback. Any software, dashboard or report which are distributed or otherwise provided to Customer hereunder (including, without limitation, the Platform or any software, dashboard or report identified on an Order Form) shall be deemed apart of the “Platform Services” as that term is used herein and subject to all of the terms and conditions of this Agreement. As between the parties, Parable and its licensors retain all right, title, and interest in and to the Platform Services, any preexisting or independently developed materials (including, without limitation, the design, form and format of any reports or other deliverables provided by or on behalf of Parable in connection with the Services), and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Parable in connection with or embodied in the Platform Services (including any modifications, derivatives or improvements to any of the foregoing) (collectively, “Parable Background IP”). Notwithstanding the foregoing, subject to the terms and conditions of this Agreement (including payment of all fees) Parable hereby assigns and agrees to assign to Customer all right, title and interest in and to Output (as defined below) and Work Product. “Output” means any data or other results generated from Customer’s use of the Platform Services.  For clarity, Output and Work Product shall not be deemed to include Parable Background IP or the Third Party Services. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. Parable shall not be prohibited or enjoined at any time by Customer from utilizing any“skills or knowledge of a general nature” acquired during the course of performing the Consulting Services. For purposes of this Agreement, “skills or knowledge of a general nature” shall include, without limitation, anything that might reasonably be learned or acquired in connection with similar work performed for another Customer. Customer may provide suggestions, comments or other feedback to Parable with respect to the Services (“Feedback”). Feedback, even if designated as confidential by Customer, shall not create any confidentiality obligation for Parable notwithstanding anything else. Customer hereby assigns and agrees to assign to Parable all right, title and interest in and to any Feedback. Nothing in this Agreement will impair Parable’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.
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6. Fees; Payment. Customer shall pay Parable fees as set forth in each Order Form (“Fees”). Unless otherwise specified in an Order Form, all Fees shall be invoiced monthly in advance and all invoices issued under this Agreement are payable in U.S. dollars within thirty (30) days from date of invoice. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Customer shall be responsible for all taxes associated with the Services and (excluding taxes based on Parable’s net income). All Fees paid are non-refundable and are not subject to set-off. Upon submission of a voucher detailing actual pre-approved expenses, Customer shall reimburse Parable for reasonable travel and incidental expenses that are actually incurred in connection with the Services provided.
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7. Restrictions. Except as expressly set forth in this Agreement, Customer shall not (and shall not allow any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Platform Services (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Platform Services; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Platform Services; (iv) use the Platform Services for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Platform Services or any portion thereof; (vi) use the Platform Services, Work Product or Output to build an application or product that is competitive with any Parable product or service; (vii) interfere or attempt to interfere with the proper working of the Platform Services or any activities conducted on the Platform Services; or (viii) bypass any measures Parable may use to prevent or restrict access to the Platform Services (or other accounts, computer systems or networks connected to the Platform Services). Customer is responsible for all of Customer’s activity in connection with the Platform Services, including but not limited to uploading Customer Data (as defined below) onto the Platform Services. Customer (a) shall use the Platform Services, Output and Work Product in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection such use(including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (b) shall not use the Platform Services, Output or Work Product in a manner that violates any third party intellectual property, contractual or other proprietary rights. Customer acknowledges and agrees that the Platform Services may contain code or require devices that detect, prevent unauthorized use of or disable the Platform.
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8. Customer Data. For purposes of this Agreement, “Customer Data” shall mean any data, information or other material provided, uploaded, or submitted by Customer to Parable (including, without limitation, through the Platform Services in the course of using the Platform Services). For clarity, Output and Work Product shall be deemed Customer Data. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein.Customer, not Parable, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Customer represents and warrants that it has all rights necessary to provide the Customer Data to Parable as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights and rights of privacy). Parable shall use commercially reasonable efforts to maintain the security and integrity of the Platform Services and theCustomer Data.  Parable is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Platform Services unless such access is due to Parable’s gross negligence or willful misconduct. Customer is responsible for the use of the Platform Services by any person to whom Customer has given access to the Platform Services, even if Customer did not authorize such use. Customer agrees and acknowledges that Customer Data may be irretrievably deleted if Customer’s account is ninety (90) days or more delinquent.Notwithstanding anything to the contrary, Customer acknowledges and agrees thatParable may (i) internally use and modify (but not disclose) Customer Data for the purposes of (A) providing the Services to Customer and (B) generatingAggregated Anonymous Data (as defined below), and (ii) freely use, retain and make available Aggregated Anonymous Data for Parable’s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Parable’s products and services). For clarity, Parable shall only access and use Customer Data in accordance with clauses (A) and (B). Without limiting the foregoing, Customer further acknowledges and agrees that Parable may freely use, retain and make available usage data collected and processed by Parable in connection with the provision of the Platform Services including, without limitation, data used to identify the source and destination of a communication, activity logs and data used to optimize and maintain performance of the Platform Services, and to investigate and prevent system abuse (collectively,“Parable Usage Data”). For clarity, Parable Usage Data does not include Customer Data. For purposes of this Agreement, “Aggregated Anonymous Data” means data submitted to, collected by, or generated by Parable in connection with theServices, but only in aggregate, anonymized form which can in no way be linked specifically to Customer.
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9. Confidentiality. For purposes of this Agreement, “Confidential Information” shall mean to the extent previously, presently or subsequently disclosed by or for either party (the “Disclosing Party”) to the other party (the “Receiving Party”) all financial, business, legal and technical information of the Disclosing Party or any of its affiliates, suppliers, customers and employees (including information about research, development, operations, marketing, transactions, regulatory affairs, discoveries, inventions, methods, processes, articles, materials, algorithms, software, specifications, designs, drawings, data, strategies, plans, prospects, know-how and ideas, whether tangible or intangible, and including all copies, abstracts, summaries, analyses and other derivatives thereof), that is marked or otherwise identified as proprietary or confidential at the time of disclosure, or that by its nature would be understood by a reasonable person to be proprietary or confidential. Confidential Information shall not include any information that (a) was rightfully known to the Receiving Party without restriction before receipt from the Disclosing Party, (b) is rightfully disclosed to the Receiving Party without restriction by a third party, (c) is or becomes generally known to the public without violation of this Agreement by the Receiving Party, or (d) is independently developed by the Receiving Party or its employees without access to or reliance on such information. The pricing information set forth in an applicable Order Form, Platform Services, Documentation andFeedback are Parable’s Confidential Information, and the Customer Data is Customer’s Confidential Information. Each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except as set forth in this Agreement, and shall not disclose such Confidential Information to any third party except as expressly permitted herein without the Disclosing Party’s written consent. The Receiving Party shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of the Disclosing Party’s Confidential Information, but in no event less than reasonable care. The Receiving Party shall promptly notify the Disclosing Party of any actual or suspected misuse or unauthorized disclosure of any of the Confidential Information. In the event of any termination or expiration of this Agreement, the Receiving Party will either return or, at the Disclosing Party’s request, destroy the Confidential Information of the Disclosing Party; provided however, that the Receiving Party may retain copies of the Disclosing Party’s Confidential Information for routine backup and archival purposes subject to the confidentiality obligations set forth herein. The Receiving Party may make disclosures required by law or court order provided that, if permissible pursuant to applicable law, the Receiving Party shall promptly notify the Disclosing Party of any disclosure requirement and provide reasonable assistance to the Disclosing Party in the Disclosing Party’s efforts to prevent and/or limit the disclosure.
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10. Environment. In the event of Customer’s access, use and/or installation of an On-Premises Solution, Co-Managed CloudSolution or BYOC Solution, as provided for in an applicable Order Form, the Platform will be offered through computer systems, networks, or other information technology infrastructure either: (i) in the case of an On-Premises Solution or BYOC Solution, owned or controlled by Customer which Customer shall dedicate exclusively to installation of the Platform (“Customer Environment”);or (ii) in the case of a Co-Managed Cloud Solution, owned by the Customer but configured to provide Parable with equal administrative rights and permissions (“Co-Managed Environment”). Parable will provide the Platform to the Customer Environment or Co-Managed Environment by electronic delivery. Customer acknowledges and it agrees that it must connect the Platform to the internet in order to access and use the Platform. Customer has no right to make, obtain or retain a copy of the Platform unless otherwise stated herein.
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    1. Customer Environment. Customer shall maintain (or cause a third party acting on Customer’s behalf to maintain) the Customer Environment in good working order including, without limitation, backup, recovery and reboot services as necessary. Customer shall provide Parable reasonable access to the Customer Environment for the purpose of installation, configuration and management of the Platform. As between the parties, Customer will have full responsibility for the security of a CustomerEnvironment (physical, electronic and otherwise). Parable will not have an obligation to insure or be responsible for any loss or damage to property of any kind owned or leased by Customer or its employees, contractors and agents including, without limitation, to the Customer Environment.
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    2. Co-Managed Environment. Parable and Customer shall use commercially reasonable efforts to maintain the Co-Managed Environment in good working order including, without limitation, backup, recovery and reboot services as necessary. As between the parties, Customer will have full responsibility for the security of the Co-Managed Environment (physical, electronic and otherwise) to the extent that any unauthorized, unlawful or accidental access or use of the Co-Managed Environment arises out of relates an act or omission by Customer or an agent at its direction or control other thanParable. Customer acknowledges and agrees that it shall not make any changes to the Co-Managed Environment or the Platform contained therein which compromises, or is reasonably likely to compromise, the security, integrity or good working order of the Co-Managed Environment or Platform and that any such change is subject to Section 12(ii) of this Agreement.
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11. Third Party Services. Customer acknowledges and agrees that the Platform Services may operate on, with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (“Third Party Services”), including without limitation through integrations or connectors to such Third Party Services that are provided by Parable or by Customer, to the extent supported by the Platform Services, such as in connection with access and use of the BYOC Solution.  Parable is not responsible for the operation of any Third Party Services nor the availability or operation of the Platform Services to the extent such availability and operation is dependent upon Third Party Services.  Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Services (including any Customer Data or other information relating thereto) and for complying with any applicable terms or conditions thereof.  Parable does not make any representations or warranties with respect to Third Party Services or any third party providers.  Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions.
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12. Term; Termination. This Agreement shall commence upon the date of the first Order Form, and, unless earlier terminated in accordance herewith, shall last until the expiration of all Order Form Terms. Foreach Order Form, unless otherwise specified therein, the “Order Form Term” shall begin as of the effective date set forth on such Order Form, and unless earlier terminated as set forth herein, (x) shall continue for the initial term specified on such Order Form (the “Order Form Initial Term”), and (y) following the Order Form Initial Term, shall automatically renew for additional successive periods of equal duration to the Order Form Initial Term (each, a “Order Form Renewal Term”) unless either party notifies the other party of such party’s intention not to renew no later than thirty (30) days prior to the expiration of the Order Form Initial Term or then-current Order Form Renewal Term, as applicable. Notwithstanding the foregoing, either party may terminate Consulting Services provided for in an applicable Order Form by giving thirty (30) days written notice to the other; provided that Customer pays Parable all amounts due or accrued for Consulting Services as of the effective date of such termination and this Agreement shall remain in effect with respect to Platform Services. In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by providing written notice to the breaching party, provided that the breaching party does not materially cure such breach within thirty (30) days of receipt of such notice. Without limiting the foregoing, Parable may suspend or limit Customer’s access to or use of the Platform Services (including, without limitation, the Co-Managed Environment) if (i) Customer’s account is more than five (5) days past due, or (ii) Customer’s use of the Platform Services (including, without limitation, the Co-Managed Cloud Environment) results in (or is reasonably likely to result in) damage to or material degradation of the Platform Services which interferes with Parable’s ability to provide access to the Platform Services to other customers; provided that in the case of subsection (ii): (a) Parable shall use reasonable good faith efforts to work with Customer to resolve or mitigate the damage or degradation in order to resolve the issue without resorting to suspension or limitation; (b) prior to any such suspension or limitation, Parable shall use commercially reasonable efforts to provide notice to Customer describing the nature of the damage or degradation; and (c) Parable shall reinstate Customer’s use of or access to the Platform Services, as applicable, if Customer remediates the issue promptly following receipt of such notice.  All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability. For clarity, any services provided by Parable to Customer, including the data export set out above, and any assistance in exporting the Customer Data, shall be billable at Parable’s standard rates then in effect. In the event of the termination or expiration of this Agreement or an applicable Order Form which provides for (1) installation of an On-Premises Solution, Customer shall immediately delete the Platform and certify to Parable such deletion of the Platform within ten (10) days of such termination or expiration; or (2) access and/or use of the Co-Managed Cloud Solution, Parable shall remove the Platform from the Co-Managed Environment and the parties further agree to cooperate in good faith to wind-down and terminate the Co-Managed Environment within thirty (30) days of the date of such termination or expiration.
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13. Indemnification. Each party (“Indemnitor”) shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to (i) any claim that, in the case of Customer as Indemnitor, (A) the Customer Data, Output (to the extent that the Losses do not arise from or relate to Parable Background IP) or Customer’s use of the Platform Services infringes, violates, or misappropriates any third party intellectual property or proprietary right, including any rights of privacy, or violates any applicable law, or (B) any use of the Services, Work Product or Output not strictly in accordance with applicable Documentation; or (ii) any claim that, in the case of Parable as Indemnitor, the Platform Services infringes, violates, or misappropriates any third party intellectual property or proprietary right.  Each Indemnitor’s indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (x) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (y) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (z) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense). The foregoing obligations of Parable do not apply with respect to Services or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (i) not created or provided by Parable (including without limitation any Customer Data or Output (to the extent that the Losses do not arise from or relate to the ParableBackground IP)), (ii) made in whole or in part in accordance to Customer specifications, (iii) modified after delivery by Parable, (iv) combined with other products, processes or materials not provided by Parable (where the alleged Losses arise from or relate to such combination), (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) Customer’s use of the Services is not strictly in accordance herewith.
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14. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING,BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT,MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT (I) DUE TO THE NATURE OF THE SERVICES AND ARTIFICIAL INTELLIGENCE GENERALLY, OUTPUT AND WORK PRODUCT MAY NOT BE ACCURATE, RELIABLE OR SUITABLE FOR CUSTOMER’S REQUIREMENTS; AND (II) CUSTOMER’S USE OF OUTPUT OR WORK PRODUCT IS AT CUSTOMER’S SOLE RISK AND THAT CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING THE ACCURACY AND SUITABILITY OF OUT BEFORE CUSTOMER’S USE OF OUTPUT OR WORK PRODUCT IN ANY MANNER.
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15. Limitation of Liability. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND CUSTOMER’S BREACH OF SECTION 7, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT,TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATALOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL,INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS,VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III)THIRD-PARTY SOFTWARE USED WITH THE SERVICES, OR (IV) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) FEES PAID (OR PAYABLE) BY CUSTOMER TO PARABLE HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.
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16. Miscellaneous. This Agreement represents the entire agreement between Customer and Parable with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Parable with respect thereto. The Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules, and the parties’ consent to exclusive jurisdiction and venue in the state and federal courts located in State of New York. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Customer grants Parable a limited, non-transferable (except as expressly provided for herein), non-exclusive license to use and display in any media its name, logo, trademarks and trade names in Parable’s customer lists, advertising, marketing or business generating efforts. Notices must be sent to the contacts for each party set forth on the Order Form.  Either party may update its address set forth above by giving notice in accordance with this section. Except as otherwise provided herein, no modification or amendment of any provision of thisAgreement shall be effective unless agreed by both parties in writing, and no waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party’s business relating to this Agreement, and (ii) Parable may utilize subcontractors in the performance of its obligations hereunder.  No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.

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