Last Updated: January 15, 2025

IMPORTANT: PLEASE READ THIS AGREEMENT BEFORE CLICKING, ACCEPTING, OR PROCEEDING THROUGH THE “JOIN THIS  DEPOSITION VIA ZOOM DESKTOP APP,” “JOIN THIS EXAMINATION UNDER OATH VIA ZOOM DESKTOP APP,” AND/OR JOINING ANY PARROT TECH, INC.’S (“PARROT”) X ZOOM REMOTE VIDEO CONFERENCE DEPOSITION, EXAMINATION UNDER OATH OR ANY OTHER PARROT HOSTED EVENT THROUGH ZOOM, BEFORE SIGNING UP FOR AN ACCOUNT WITH PARROT, EXECUTING AN ORDER FORM, OR USING OR ACCESSING ANY OF PARROT’S WEBSITES, OUTPUT, WORK PRODUCT, TRANSCRIPTS, SUMMARIES, SERVICES OR SOFTWARE. BY TAKING ANY OF THE ABOVE LISTED ACTIONS OR ANY SIMILAR MANNER OF ACCEPTING OR PROCEEDING THROUGH TO USE PARROT’S SERVICES OR SOFTWARE, CUSTOMER AGREES TO THESE TERMS AND CONDITIONS.

THESE TERMS OF SERVICE (THIS “AGREEMENT”) ARE BETWEEN PARROT AND YOU, AS WELL AS ANY ENTITY (SUCH AS YOUR EMPLOYER, LAW FIRM, AN AFFILIATE, A SUBCONTRACTOR, OR YOUR CUSTOMERS) THAT YOU ARE USING PARROT’S SERVICES OR SOFTWARE FOR OR ON BEHALF OF, (THE “CUSTOMER,” “SUBSCRIBER,” “USER,” “YOU,” OR YOUR”) AND GOVERN CUSTOMER’S USE OF PARROT’S SERVICES OR SOFTWARE. BECAUSE THIS AGREEMENT WILL COVER ANY USE OF PARROT’S SERVICES OR SOFTWARE BY YOU AND ANY USERS AT THE ENTITY YOU ARE USING PARROT’S SERVICES OR SOFTWARE FOR OR ON BEHALF OF, YOU MUST HAVE THE AUTHORITY TO ACCEPT THESE TERMS ON THEIR BEHALF.

Parrot provides technology services and software for the legal industry. This document contains the Terms of Service Agreement (the “Agreement”) governing any and all use of Parrot’s various services, software, artificial intelligence technologies, websites, applications, add-ons, plug-ins, components, functionality, and programs, and any other services that may be specified orally, in writing, electronic communication, or mutually executed order form. Please note that by using any products, software, or services made available by Parrot, that Parrot will collect, use, process, and/or disclose data, records, and any Input or information that it receives or collects for the purposes described in this Agreement and in accordance with the Privacy Policy.

PARROT STRIVES TO PROVIDE OUR CUSTOMERS WITH THE HIGHEST QUALITY EXPERIENCE POSSIBLE. TO DO SO, WE REVIEW, ANALYZE, AND/OR PROCESS THE ENTIRE HISTORY OF COMMUNICATIONS, DATA, RECORDS, OR INFORMATION WE RECEIVE FROM OR THAT RELATE TO EACH CUSTOMER AS NECESSARY FOR PROVIDING YOU THAT HIGH QUALITY EXPERIENCE. ACCORDINGLY, IN ADDITION TO ANY PRESENT OR FUTURE WORK BETWEEN PARROT AND CUSTOMER, THE TERMS OF THIS AGREEMENT SHALL APPLY TO COMMUNICATIONS, DATA, RECORDS, OR INFORMATION FROM ANY AND ALL PAST CUSTOMER USE OR INTERACTION WITH PARROT’S SERVICES OR SOFTWARE, INCLUDING THOSE MADE PRIOR TO THE DATE OF YOUR EXECUTION OF THIS UPDATED POLICY.

Parrot may update this Agreement in its sole discretion, at any time.  When changes are made, Parrot will make the updated Agreement available on its website and update the Last Updated date above.  Parrot may also email Customer about updating the terms at the email address you provided us. Customer is responsible for ensuring Parrot has a valid Customer email address to communicate with. Unless otherwise specified in Parrot’s notice of update, any changes will become effective when posted within thirty (30) days of Parrot’s provision of notice of such updates. Parrot is not required to, but may email Customer to inform them of updates or require Customer to provide consent to the updated Agreement before further use of Parrot is permitted.

If you do not have proper legal authority, or you do not agree with the terms of this Agreement, do not accept, access, or use Parrot’s Software or Parrot Services in any manner.

1. Definitions. As used in this Agreement:

1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity where “control,” for the purposes of this definition means direct or indirect ownership or control of more than 50% of the voting interests in the subject entity.

1.2 “Chatbot” means a computer program that simulates human conversation with a Customer or end user. This will typically occur by the Customer or User entering a prompt or query and the program will produce output.

1.3 “Confidential Information” means all information regarding a party’s business, including, without limitation, technical, marketing, rates/fees/pricing, financial, employee, planning, development, features, software, and other confidential or proprietary information, disclosed under this Agreement, that is clearly identified as confidential or proprietary at the time of disclosure or that the receiving party knew or should have known, under the circumstances, was considered confidential or proprietary.  Confidential Information of Parrot includes information derived from or concerning the Parrot Service or Software, the Parrot Platform, the Documentation and the terms of this Agreement. Confidential Information does not include any information that is or was, at the time of the disclosure: (a) publicly available or known or becomes publicly known or available after the disclosure; (b) rightfully disclosed to the receiving party by a third party or Customer; (c) already in receiving party’s possession prior to the date of receipt from disclosing party without restriction; (d) independently developed by the receiving party without reference to or use of disclosing party’s Confidential Information, provided in each case that such information was not obtained by the receiving party as a result of any unauthorized or wrongful act or omission, or breach of this Agreement, or breach of any legal, ethical or fiduciary obligation owed to the Disclosing Party; or (e) permitted or required by law to be disclosed to a third party; or (f) is approved by disclosing party to provide to receiving party; or (g) Feedback from the Customer to Parrot.

1.4 “Connected Account” means any third-party platform connected to, or integrated with, the Parrot Service or Software by or on behalf of Customer, including, without limitation.

1.5 “Connected Account Data” means any data collected from, or provided by, any Connected Account.

1.6 “Customer,”“Subscriber,”“Users,”“You,”or“Your,” means any individual, corporation, LLC, partnership, sole proprietorship, organization, or other business entity, and their employees, representatives, affiliates, consultants, contractors, subcontractors, agents, or any individual or organization authorized or unauthorized who attends, uses, accesses or requests to use the Parrot Platform, Parrot Service(s), Parrot Software, Service(s), Software or attends an Event that Parrot services.

1.7 “Customer Data” means any Customer Input, information, data, or records disclosed, uploaded, sent, emailed, mailed, transmitted, or provided by any means from or on behalf of Customer to Parrot, whether through or on the Parrot Platform or Parrot Service or Software, during a Parrot Zoom event, or by any other means. Customer Data shall also include Connected Account Data. Customer Data includes data and information collected, processed, and/or stored on the Parrot Platform specific to the Customer or its Users as a result of their interaction with the Parrot Platform, including Input, documents, Outputs, and other feedback provided within the Parrot Platform.

1.8 “Documentation” means any user manuals, handbooks, and online materials provided by Parrot to Customer that describe the features, functionality, or operation of the Parrot Platform.

1.9 “Event” means, without limitation, any deposition, Examination Under Oath (“EUO”), hearing, meeting, Customer Input, or any instance or event for which Parrot provides any Services or Software or for which Customer requests Parrot to provide Services or Software. The term “request” shall be given the broadest meaning permissible under the law, and includes, without limitation, email, letter, message, or request through Parrot’s website(s) or online scheduling or request portal.

1.10 “Feedback” means any suggestions, enhancement requests, recommendations, corrections, or other feedback provided to Parrot by Customer.

1.11 “Input” means any query, request, text, email, prompt, document, photograph, audio or audio video recording, transcript, any and all data, records, or communication in any form or format made, disclosed, uploaded, or provided by a Customer or User to Parrot, electronically or otherwise.

1.12 “Order Form” means any order form, work request, statement of work, oral request, email, quote or other writing, whether electronic, or otherwise (e.g. oral request), for Parrot Services or Software that references the scope of Services or Software Parrot shall provide to Customer, or Parrot’s rates/fees, or that references this Agreement.

1.13 “Output” means any data, records, outputs, responses, or communications in any form or format provided by Parrot and/or the Parrot Software in response to Customer Input or Customer Data.

1.14 “Performance Data” means any log files, metadata, telemetry data and other technical performance data automatically generated by the Service relating to the use, performance, efficacy, reliability and/or accuracy of the Parrot Service, which does not contain any personally identifiable information or Customer Data.

1.15 “Parrot Platform,” “Parrot Service(s),” “Parrot Software,” Parrot Technology,” “Service(s),” or “Software” are all terms used interchangeably in this Agreement to refer to any instance of Parrot providing services and/or software, and includes, without limitation, any and all communications, Output, collecting or processing of Input, artificial intelligence or generative intelligence technologies, websites, storage, applications, add-ons, plug-ins, components, functionality, and programs, any and all access, use, disclosure, Outputs, by or from Parrot or Parrot’s subsidiaries, subcontractors, or affiliates, transcription, court reporting or digital or electronic reporting or recording, computer aided transcription or computer aided stenographic transcription and all related services, including, without limitation, court reporting, videography, chatbot, AI Assistant, any summary of any kind of event or proceeding Parrot services, syntactic or semantic search functionality, notes, clip cutting, medical records summaries, chronologies, demand package/letters, any use of http://www.parrot.us/, https://www.medicalsummaries.ai/ or https://www.depositionsummaries.ai/, all support services, and any other software, service, tools, features, or products provided through Parrot’s website(s) and associated webpages, our social media accounts, and, without limitation, any current or future services or software that Parrot provides, is developing, will develop in the future, or that may be described in an order form, or agreed to in writing between Parrot and Customer.

1.16 “Scheduling” means any Customer request for Parrot to provide Customer with Parrot Services.

2. Parrot Service and Parrot Software

2.1 Use or Subscription to Any Parrot Service or Parrot Software. Subject to the terms and conditions of this Agreement, Parrot hereby grants to Customer a non-sublicensable, non-transferable (except as provided in Section 14.1), non-exclusive subscription or license to access and use the Parrot Service solely for Customer’s legitimate and lawful work. You may not access any Services or Software if you are a direct competitor to Parrot or monitor or evaluate the functionality, performance, or availability of the Parrot Services for any competitive purposes.

2.2 Support. Subject to the terms of this Agreement, Parrot shall use commercially reasonable efforts to provide Parrot Services and customer support during Parrot’s “Business hours” Monday through Friday, from 9am – 5pm (EST) or Customer local time, whichever shall be later, excluding federal holidays. Unless Parrot advises Customer otherwise, all communications related to support for the Parrot Services or Parrot software should be sent to email (support@parrot.us) or phone support (213.632.5374).

2.3 Scope and Limitation on Services.

(a) Scheduling and Performance. Scheduling must be made through Parrot’s online scheduling portal, not by email, phone call, or otherwise. Parrot reserves the right and sole determination to refuse any Customer request with reasonable notice to the Customer. When scheduling, Customer is responsible for providing Parrot a good faith estimate of the duration of an Event so that Parrot may schedule appropriate personnel to provide Parrot Services. Discrepancies between estimated and actual time reserved may require Parrot to substitute personnel, reschedule the remainder of an Event that goes beyond the duration originally scheduled, or charge higher than standard rates.

(b) Emergency Scheduling Requests. An exception to the requirement that all Events must be scheduled in Parrot’s online portal is that a Customer request for Parrot Services for an Event that is set to occur less than 24 business hours from the request cannot be scheduled in Parrot’s scheduling portal and Customer will need to email (support@parrot.us) or call (213.632.5374) Parrot customer service to make such a request. Parrot will use reasonable efforts to provide Parrot Services for such requests but cannot guarantee coverage. Parrot will make commercially reasonable efforts to service all Events scheduled with reasonable notice.

(c) Off-hour Events and Rates. Parrot reserves the right to charge Customer escalated rates should an Event start or end after Business hours. Parrot reserves the right to end an Event and ask the parties to reconvene at a mutually agreeable date if the Event goes later than Parrot’s Business hours. Parrot also reserves the right to charge Customer for when the actual duration of an Event exceeds one (1) hour longer or one (1) hour shorter than the time estimate provided by Customer. This time may be billed at the rate of one $1 extra a minute in the difference between actual and estimated Event time. For illustration, an example of this would be where the Customer advises Parrot that the Event will be 4 hours in duration, and the actual Event length is less than 3 hours, or, where the Customer advises Parrot that the Event will be 2 hours in duration, and the actual Event length goes over 3 hours.

(d) Late Cancellation and Rescheduling Fees. Parrot reserves the right to charge a cancellation fee for any Event that is scheduled and then canceled after 5pm (local time) on the business day prior to the Event.

(e) Location of Personnel. Parrot may utilize personnel, subcontractors, employees, or service providers located outside of the United States to provide or support provision of certain aspects of Parrot Software or Services. Parrot represents that such personnel will undergo background checks and sign confidentiality agreements prior to the performance of any Services.

2.4 Storage Services. The Parrot Services may enable Customer to store Customer Data. Such storage services may be subject to certain limitations as set forth in an applicable Order Form or other executed method of agreement. In the event that an agreement between Parrot and Customer enumerates limits on the amount of data or length of time Parrot will store such data on Customer’s behalf, Customer will be responsible for any overage fees as set forth in the Order Form or other agreement for exceeding such limits.

2.5 Updates and Software or Service Development. Parrot may revise the Parrot Platform offerings, features and functions at any time, including without limitation by adding, removing, or modifying offerings, features and functions. Parrot may limit the types of Events it can service with reasonable notice to the Customer. Parrot will keep Customer reasonably apprised of any issues that arise that may impact Parrot’s ability to provide the Service for any scheduled Event.

3. Customer’s Use of the Parrot Platform or Parrot Service or Parrot Software.

3.1 Access and Security Guidelines. Parrot requires all Customers to agree to our Terms of Service and Privacy Policy before any and all use of our Services or Software. Access to most Parrot Platform functionality also requires a Customer to create an account, including a username and password. An Order Form may be mutually executed between Customer and Parrot.

Customer will be responsible for all use or misuse of its account(s), except to the extent caused by Parrot’s gross negligence. Customer will promptly notify Parrot of any unauthorized use or access to its account.  User account credentials or log ins may not be shared amongst other users, even those within the same entity or organization. Customer is responsible for taking reasonable steps to prevent unauthorized use of Parrot Services or Software.

3.2 Restrictions.  Customer will not, and will not permit any User or other party to: (a) use the Parrot Services in a way that infringes, misappropriates, or violates any person’s rights; (b) access or use the Service from within any Embargoed Countries; (c) reverse engineer, disassemble or decompile any component of the Parrot Platform; (d) interfere in any manner with the operation of the Parrot Service, or the Parrot Platform or the hardware and network used to operate the Parrot Service; (e) sublicense any of Customer’s rights under this Agreement, or otherwise use the Parrot Service for the benefit of a third party or to operate a service bureau; (f) modify, copy or make derivative works based on any part of the Parrot Platform; (g) otherwise use the Parrot Service in any manner that exceeds the scope of use permitted in this Agreement; or (h) disclose or provide as Input any “protected health information” or “PHI” subject to the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations (“HIPAA”) without first informing Parrot in writing in accordance with this Agreement and then executing a business associate agreement with Parrot, and advising Parrot what data contains PHI. Section 7.7 describes this process in further detail.

As Described in Section 2.1, Customer may not access any Services or Software if a Customer is a direct competitor to Parrot or any purpose of their use of Parrot Software or Services is to monitor or evaluate the functionality, performance, or availability of the Services for any competitive purposes.

3.3 Connected Accounts. In order to access certain features and functions of the Parrot Service, Customer will need to link its Connected Accounts to the Parrot Service. By granting Parrot access to any Connected Account, (a) Customer represents and warrants that it is entitled to disclose any log-in information provided by Customer in connection therewith (if applicable) and/or to grant Parrot access to such Connected Accounts, (b) Customer represents and warrants that it is in good standing with respect to such Connected Accounts, and (c) Customer acknowledges that Parrot may access Connected Account Data so that it may be used in accordance with the terms of this Agreement. Customer further acknowledges and agrees that each Connected Account, including access to and use thereof and uptimes related thereto, is solely determined by the applicable provider of the relevant Connected Account. Parrot will have no liability for any unavailability of any Connected Account, or any third-party provider’s decision to discontinue, suspend or terminate any Connected Account.

4. Fees, Payment and Suspension of Services.

Customer will pay Parrot the fees and rates for the Parrot Service as set forth in an applicable Order Form, as agreed to by Customer in writing, orally, or by conduct (e.g. request for Service after receipt of rates or request and scheduling of Services without Customer request for rates), as they exist at the time Parrot provides the Services. Notwithstanding any Subscription Fees mutually agreed to in an Order, Parrot reserves the right to increase the rates or Fees upon at least 30 days’ notice to the Customer (and any applicable Order Form will be deemed to be amended accordingly). The rates and fees Parrot charges may differ by jurisdiction or circumstance and may be updated from time to time. Parrot will provide Customer a rates sheet upon request. Should Customer request Parrot to provide Services prior to or after Monday-Friday, 9AM-5PM local time, or request some activity or operation outside of Parrot’s standard service offering, Parrot may, in its sole discretion, refuse to provide them or provide such Services or Software as well at higher than standard rates. Fees owed by Customer in connection with this Agreement are exclusive of, and Customer shall pay, all sales, use, excise and other taxes and applicable export and import fees, customs duties and similar charges that may be levied upon Customer in connection with this Agreement, except for employment taxes and taxes based on Parrot’s income.  Parrot reserves the right (in addition to any other rights or remedies Parrot may have) to discontinue the Parrot Service and suspend Customers access to the Parrot Service if any Fees owed by a Customer are more than thirty (30) days overdue until such amounts are paid in full.  Customer shall maintain complete, accurate and up-to-date Customer billing and contact information. Parrot reserves the right to charge up to four (4) percent interest on any credit card transactions and may charge 1.5% interest per month on invoices that Customer has not paid in excess of thirty (30) days.

5. Confidential Information.

The receiving party agrees that it will not use or disclose to any third party any Confidential Information of the disclosing party, except as expressly permitted under this Agreement.  The receiving party will limit access to the Confidential Information to those who have a need to know such information to use or provide the Parrot Service.  The receiving party will protect the disclosing party’s Confidential Information from unauthorized use, access, or disclosure in a reasonable manner. Notwithstanding anything else in this Agreement, Parrot may be compelled to disclose Customer Data as required by applicable law or by proper legal or governmental authority. In such cases, Parrot will give Customer prompt notice of the legal or governmental demand/order for disclosure, and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure.

Customer acknowledges that some Parrot Services (e.g. transcript, audio/video recording) are provided in connection with Events, like a deposition or hearing, and that other parties have a legal right to obtain access to the Output. Parrot will not reach out to Customer to obtain permission before providing such Output to another party legally permitted to obtain the Output. Please reach out to legal@parrot.us if you have any questions on this topic.

6. Return/Destruction of Data

Following the termination of any retention and disclosure period prescribed by law, and either termination of this Agreement, or explicit request by Customer to do so, Parrot will return or destroy the data and records received from Customer, or created or received by Parrot on behalf of Customer in accordance with Parrot’s data deletion policies and records retention procedure. However, if return or destruction is not commercially reasonable or feasible, Parrot will extend the protections of this Agreement to any data or records not returned or destroyed and limit further uses and disclosures to the purposes described in this Agreement or that make the return or destruction commercially infeasible or unreasonable.

Notwithstanding the foregoing, Parrot may retain a copy of all data and records received and stored through Customer’s use of the Services for Parrot to continue its proper management and administration, and for any purposes described in this Agreement, including, without limitation,  to carry out our legal responsibilities, provided that Parrot extends the protections of the Agreement to such data and records.

7. Ownership and Data.

7.1 Parrot and Technology. Customer acknowledges that Parrot retains all right, title and interest in and to the Parrot Software and Parrot Platform and any and all Parrot proprietary information and technology used by Parrot or provided to Customer in connection with the Parrot Service or Software including, without limitation, all intellectual property rights in (a) ideas, computer or software code, operational structure, hardware, software, workflows, teams, designs, and/or the software used to provide the Parrot Platform, and (b) all graphics, user interfaces, logos, and trademarks reproduced through the Parrot Platform and that the Parrot Software is protected by intellectual property rights owned by or licensed to Parrot. Other than as expressly set forth in this Agreement, no license or other rights in the Parrot Platform are granted to the Customer. This Agreement does not grant Customer any intellectual property license or rights in or to the Parrot Platform or any of its components, except to the limited extent that such rights are necessary for Customer’s use of the Parrot Platform as specifically authorized by this Agreement. Customer accepts that the Parrot Platform and its components are protected by copyright and other laws.

7.2 Feedback. Customer hereby grants Parrot a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Parrot Service any suggestions, enhancement requests, recommendations or other Feedback provided by Customer relating to the Parrot Service. Unless explicit permission is given, Parrot shall not identify Customer as the source of any such Feedback.

7.3 Customer Data. Customer retains all right, title and interest in and to the Customer Data.  Customer hereby grants to Parrot and its Affiliates a non-exclusive, worldwide, royalty-free and fully paid-up license and right to: (a) access, use, copy, store, modify, distribute, transfer, display, and process Customer Data to provide the Parrot Services to Customer, to prevent or address service or technical problems with the Parrot Service;  and (b) evaluate, develop, improve, support, and operate the Parrot Service; provided, that, the license grant in subpart (b) shall be perpetual and irrevocable.  Customer represents and warrants that: (i) it has all necessary rights licenses and permissions to grant Parrot the foregoing licenses, including, without limitation, having provided all legally required notices and obtained all consents required with regard to Customer collection of Customer Data and Parrot’s processing of such Customer Data as contemplated by this Agreement, and (ii) Customer’s provision of Customer Data to Parrot, and Parrot’s processing of Customer Data as contemplated herein, will not violate any applicable laws, rules or regulations, including any privacy or data security laws.

7.4 Inputs and Outputs. The Parrot Services and Software utilize software and technology including artificial intelligence and generative artificial intelligence to process user Inputs to the Parrot Services, including, but not limited to, audio or video recordings of depositions, Exhibits (e.g. a document, photograph, prompt, or other data/records introduced or presented during an Event), transcripts, Customer Data,  and other data, any and all records, communications, and content, referred to in this Agreement as Input, and generate and return Outputs based on such Inputs. In addition to the license granted in Section 7.3, you acknowledge that Inputs (as well as the remainder of Customer Data) and Outputs may be used by Parrot to train, develop, enhance, evolve and improve its (and its affiliates’) AI or Generative AI models, algorithms and related technology, products and services (including for labeling, classification, content moderation and model training purposes), as well as for marketing and promotional purposes.

Parrot is permitted, for the purposes listed in this Agreement and for Data Aggregation purposes, to use, disclose, and combine Customer data or records created or received on behalf of Customer to permit data analysis. Parrot may de-identify personal identifiable information Parrot creates or receives.

Parrot does not claim ownership of any of your Inputs. You hereby grant to Parrot  a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, fully paid, transferable, sublicensable right and license to use any Inputs and Outputs made available by you or otherwise generated in connection with your use of the Service at any point, in connection with the purposes described above or otherwise as set forth in the remainder of this Agreement. Customer acknowledges that its Input may be similar or identical to a third party’s user’s Input or may receive Output that is similar or identical to Output provided to other third party users. Customer has no rights as to queries that are requested by other third party users and responses provided to other third party users.

7.5 Data Security. Parrot currently utilizes Amazon Web Services, a reputable hosting services provider, to store Customer Data; provided, that, Parrot may utilize other hosting service providers of similar repute, including, but not limited to, GCP, or Microsoft Azure.  In the event Parrot becomes aware of any loss or unauthorized access, disclosure or use of any Customer Data (“Security Breach”), Parrot will (i) promptly notify Customer in writing of such Security Breach, and (ii) take reasonable steps to identify the cause of such Security Breach, minimize the harm associated therewith and prevent reoccurrence thereof.  Any notification of any Security Breach will describe, to the extent known, details of the Security Breach, including steps taken to mitigate the potential risks. While maintaining reasonable data security measures, Parrot cannot guarantee that the Parrot platform is secure from hacking or other unauthorized intrusion, or that Customer Data will remain private or secure upon such hacking or intrusion. Instances of actual, attempted, or potential unauthorized access, disclosure, or loss to which Parrot has determined that there is a low probability that the Customer Data has been compromised are exempt from the above-referenced requirements.

7.6 Performance Data. Parrot retains all right, title and interest in and to the Performance Data, and may use Performance Data for any lawful purpose.

7.7 Protected Health Information. The Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations (“HIPAA”) is a federal law that establishes data privacy and security requirements for certain organizations and relates to safeguarding individuals' protected health information (PHI).

Parrot Customers are solely responsible for determining whether they are subject to HIPAA requirements and whether they use or intend to use Parrot Services in connection with PHI. Customers who meet the definition of a “covered entity” or "business associate,” or who are otherwise subject to HIPAA and/or directly or indirectly will be disclosing any PHI to Parrot, warrant and represent that upon entering into this Agreement, and prior to disclosing any PHI to Parrot or using any Parrot Service or Software in connection with PHI, the Customer must (a) provide written notice to Parrot (via email to legal@parrot.us) explicitly advising Parrot whether Customer is a HIPAA covered entity or business associate, or otherwise subject to HIPAA; and (b) identify what or which Input or Customer Data will include any “protected health information” (“PHI”) that is subject to HIPAA; and (c) Customer and Parrot shall mutually execute Parrot’s business associate agreement/addendum (“BAA”), which the parties acknowledge and agree will govern the privacy and security of the protected health information that Parrot accesses or receives from or on Customer’s behalf; and (d) the terms of the BAA shall be incorporated by reference into this Agreement upon the execution of the BAA; and (e) the parties agree to comply with their respective obligations under the BAA; and (f) Customer understands and agrees that between Customer and Parrot, it is entirely Customer’s responsibility at all times to inform or update Parrot as to whether Customer or Customer’s Data is subject to HIPAA and whether any Customer Data or Input contains PHI. Customer acknowledges they are solely responsible for placing Parrot on notice of the HIPAA status of Customer or Customer’s Data and Input; and (g) Customer understands and agrees that even after a BAA has been mutually executed, Parrot has no way of knowing whether any Customer Data or Input contains or will contain PHI or is otherwise protected by HIPAA, and thus Customer has an ongoing obligation to specifically identify such Customer data or Input in writing to Parrot at legal@parrot.us prior to Customer’s use or disclosure of any Parrot Software or Services in connection with that specific data or record.

Parrot will also alternatively provide a link to a form on the Help Center on our website where Customers can communicate with Parrot on this Health data topic and execute the BAA.

8. Term and Termination.

8.1 Term. The term of this Agreement will commence on the Effective Date and continue, unless terminated in accordance with the terms of this Agreement (the “Term”).

8.2 Termination. Either party may terminate this Agreement upon written notice: (a) if the other party materially breaches the Agreement and does not cure such breach (if curable) within fifteen (15) days after written notice of such breach; or (b) upon thirty (30) days prior written notice for convenience.  Upon the expiration or termination of this Agreement for any reason, any amounts owed to Parrot under this Agreement will become immediately due and payable, including any cancellation/early termination fees as set forth in the applicable Order Form.  Parrot agrees that upon expiration or termination of this Agreement, Parrot will remove Customer access to the Parrot Platform. Parrot will maintain the records for, at minimum, as long as required by applicable law.  For clarity, nothing herein will be deemed to require Parrot to delete, remove or return any aggregated,  anonymized, or other Customer Data that Parrot is permitted to use in accordance with Section 7.3 and 7.4. Sections 1, 4, 5, 6, 7.1, 7.2, 7.3, 7.4, 7.6  8.2, 9.3, 9.4, 9.5,  10-14 will survive the termination of this Agreement.

9. Warranty; Disclaimers.

9.1 Mutual Warranty. Each party represents and warrants that (a) it has the legal power and authority to enter into this Agreement; (b) it will comply with any and all applicable laws, rules and regulations with respect to its performance of its obligations, and exercise of rights granted to it, hereunder; and (c) it is not bound by any agreement with any third party that would prohibit or interfere with its ability to perform its obligations hereunder.

9.2 By Customer. You warrant that You have the necessary rights to Your Customer Data and Input to use it with the Service and that Your use of the Service and all Customer Data will comply with applicable laws, government regulations, and any other legal requirements, including but not limited to, any data localization or data sovereignty laws, regulations, and any other third-party legal requirements applicable to You. You are responsible for the accuracy, content and legality of all Customer Data.

9.3 General Disclaimer. Except as expressly provided in Section 9.1, and to the maximum extent permitted by applicable law: (a) the Parrot Service and Parrot Software are provided “as is” and “as available” and (b) Parrot and its Affiliates, subcontractors, and vendors make no warranties, express or implied, by operation of law or otherwise, including, without limitation, any implied warranties of accuracy, merchantability, relevance, title, non-infringement, or fitness for a particular purpose, or any implied warranty arising from statute, course of dealing, course of performance or usage of trade. Parrot does not represent or warrant that the use of the Service will be uninterrupted or error-free. Any third party software, services, or other products You use in connection with the Service (for example, Zoom or Your internet browser) are subject to their own terms, and Parrot is not responsible at all for such third party products.

9.4 Disclaimer of Reliance. Customer acknowledges that in its use of the Parrot Platform, it (or its Users) will not rely on Output as constituting formal legal advice, and will always ensure that any Output is reviewed or vetted accordingly by a duly licensed and qualified lawyer in the applicable subject matter and jurisdiction. Parrot expressly disclaims all liability in respect of Customer or user actions taken or not taken based on any Output, or otherwise in connection with Customer’s use of the Parrot platform. Parrot’s provision of the Parrot platform, including all related Output, are for general informational purposes only. Customer acknowledges and agrees that no communication or Output from Parrot is intended to or actually constitutes legal advice. Customer understands that it, and its users, are ultimately responsible for all decisions made, actions taken, and failures to take action based on Customer’s use of the Parrot Platform, which can use AI to generate predictions based on patterns in data. Output generated by AI (including third party LLMs) is probabilistic and should be evaluated for accuracy as appropriate for your use case, including by ensuring qualified lawyer review of such output.

9.5 Outputs Disclaimer. Customer acknowledges and agrees that: (a) the Parrot Services are designed to provide Outputs based on Customer Inputs; and (b) the quality and turnaround time of the Output Parrot provides or generates is dependent upon the quality and volume of the Customer Data provided along with external factors such as handwriting, image/audio/video resolution, clarity, and quality, Internet speeds, and third party interference may degrade the quality thereof.  As such, Parrot makes no warranty or guarantee regarding the Outputs, including the accuracy, completeness or reliability thereof. The Output of certain Services are AI-generated, and may contain errors and misstatements or may be incomplete. No communications or Outputs from or by Parrot or its subcontractors or affiliates whether produced by hardware, software, a human or any combination of hardware, software and humans are legal advice.

9.6 Chatbot Disclaimer. Parrot currently provides and is developing chatbots and similar software using AI or Generative AI for tools like the AI Assistant, Custom Topics functionality in transcript summaries, and in various other search functionalities throughout the Parrot Services. When interacting with such chatbots, Customer acknowledges that it is not interacting with a natural person, and is instead interacting with a computer program. While Parrot has taken measures designed to ensure that the chatbots provide accurate and helpful information, Parrot does not guarantee that the information will be complete, accurate, or up-to-date. You should review the accuracy of the work product. By using any of the above referenced software tools or any that Parrot may develop in the future, you consent to the monitoring and recording of chat communications by Parrot and its vendors for quality assurance and training. Parrot Customers are fully responsible for ensuring use, including provision of any data used as an input and use of outputs, complies with their organization’s internal policies and all applicable laws and rules for professional responsibility, privacy, ethics, or otherwise. Accordingly, Customer bears sole responsibility for its interactions and reliance on the information provided by Parrot’s chatbots.  Customer agrees Parrot shall not be held liable, and Customer shall not seek to hold Parrot liable, for any errors or omissions in the information provided by any of its chatbots or any actions taken or not taken in Customer reliance upon them.

10. Indemnity.

10.1 By Parrot. If any action is instituted by a third party against Customer based upon a claim that the Parrot Service or Parrot Platform, as delivered, infringes any third party’s intellectual property rights, Parrot shall defend such action at its own expense on behalf of Customer and shall pay all damages attributable to such claim which are finally awarded against Customer or paid in settlement.  Parrot will have no liability or obligation with respect to any such claim if such claim is caused in whole or in part by (i) unauthorized use of the Parrot Platform by Customer or its Users; (ii) modification of the Parrot Platform by anyone other than Parrot or its representatives; (iii) or the combination, operation or use of the Parrot Platform with other data, hardware, or software not provided by Parrot. If the Parrot Service or Parrot Platform is enjoined or, in Parrot’s determination is likely to be enjoined, Parrot shall, at its option and expense (a) procure for Customer the right to continue using the Parrot Service, (b) replace or modify the Parrot Platform or Parrot Service so that it is no longer infringing but continues to provide comparable functionality, or (c) terminate this Agreement and Customer’s access to the Parrot Service and refund any amounts pre-paid for the Parrot Service attributable to the remainder of the then-current term.  This Section sets forth the entire obligation of Parrot and the exclusive remedy of Customer against Parrot for any claim that the Parrot Service infringes a third party’s patent, copyright, and/or trademark intellectual property rights.

10.2 By Customer. Customer will defend, indemnify, and hold Parrot harmless against any claim, suit, or proceeding relating to (a) Customer breach or alleged breach of Sections 3.2, 3.3, 7.3, 7.4, or 7.7, or (b) Customer’s use of the Parrot Services in violation of this Agreement, any applicable laws, rules or regulations, and (a)  claims by Customer, any users, or by Customer’s affiliates, subcontractors, or employees, as well as by Customer’s own customers; (b) claims which, if true, would constitute a breach of Section of this Agreement; and (c)  claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content, data, or records, uploaded to the Parrot Platform by Customer or disclosed by Customer to Parrot, including without limitation, any Customer Data or Input.Customer will defend such action at its own expense on behalf of Parrot and shall pay all costs and damages attributable to such claim which are finally awarded against Parrot or paid in settlement of such claim.  This subsection states the sole and exclusive remedy of Parrot and the entire liability of Customer for the claims and actions described herein.

10.3 Procedure. Any party that is seeking to be indemnified under the provision of this Section must (a) promptly notify the other party (the “Indemnifying Party”) of any third-party claim, suit, or action for which it is seeking an indemnity hereunder (a “Claim”), and (b) give the Indemnifying Party the sole control over the defense of such Claim.

11. Limitation of Liability.

11.1 Disclaimer of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE, OR BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE SERVICES OR OTHER ECONOMIC LOSS  OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

11.2 Liability Cap. OTHER THAN FOR CLAIMS BASED ON LIABILITY WHICH, BY LAW, CANNOT BE LIMITED (FOR EXAMPLE, TORT CLAIMS FOR GROSS NEGLIGENCE AND INTENTIONAL MISCONDUCT), IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY FOR ALL CLAIMS IN THE AGGREGATE (FOR DAMAGES OR LIABILITY OF ANY TYPE) IN CONNECTION WITH THESE TERMS EXCEED THE GREATER OF ONE THOUSAND DOLLARS USD OR CUMULATIVE FEES FOR SERVICES PAID BY CUSTOMER DURING THE SIX (6) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY, (THE “LIABILITY CAP”). THE FOREGOING LIMITATIONS SHALL NOT APPLY TO PAYMENT AND INDEMNITY OBLIGATIONS.  THE PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR SUCH LIMITATIONS.

12. Marketing and Promotion.

Parrot may use Customer’s name(s) and logo on Parrot’ website and identify Customer as a Customer of Parrot. Customer will allow Parrot to use the name and logo of Customer in its marketing and promotional activities, including being posted on Parrot’s web site, on social media, and in its marketing and advertising materials.

13. Dispute Resolution.

In the event of any dispute hereunder, the parties shall engage in informal, good faith discussions to resolve it.  If the parties are unable to resolve the dispute within fourteen (14) days, then the parties agree to comply with the following procedures.  The dispute shall first be submitted to mediation on an expedited basis in Miami-Dade  County, Florida, administered by JAMS, or its successor, in accordance with the JAMS rules and procedures then in effect.  Either party may commence mediation by providing to JAMS and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested, with the expectation that the first mediation session shall occur within forty-five (45) days of such written request.  The parties will cooperate in selecting an appropriate neutral mediator from the JAMS panel of neutrals and in scheduling the mediation proceedings.  If the parties are unable to select the mediator within ten (10) business days after receipt of the mediation notice by JAMS, then JAMS shall designate the mediator.  The parties will share equally in the costs of the mediator and related JAMS administrative costs, and pay in advance the estimated reasonable fees and costs of the mediation, as may be specified in advance by the mediator.  All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator, are confidential, privileged and inadmissible for any purpose, including impeachment, in any reference, arbitration, litigation or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.  Either party may seek equitable relief in any court of competent jurisdiction prior to the mediation to preserve the status quo pending the completion of that process.  If necessary, any party may file a motion in any court of competent jurisdiction to compel the other party to participate in the mediation and the prevailing party shall be awarded its costs and expenses, including reasonable attorneys’ fees in connection with such motion. If the dispute is not resolved within ten (10) business days after the first mediation session, either party may give written notice to JAMS and the other party that the mediation is terminated and may submit the dispute to final and binding arbitration in Miami-Dade  County, Florida, administered by JAMS, or its successor, in accordance with the rules and procedures of JAMS (including JAMS Comprehensive Rules) then in effect.  A party may commence the arbitration process called for in this Agreement by filing a written demand for arbitration with JAMS, with a copy to the other party.  Any and all disputes that are so submitted to arbitration shall be decided by three (3) neutral and appropriate arbitrators.  Each party shall select one (1) arbitrator and those party-selected arbitrators shall jointly select the third arbitrator, who shall act as Chairman of the arbitral tribunal.  If the party-selected arbitrators are unable to select the third arbitrator, JAMS shall designate the third arbitrator.  The parties will cooperate in selecting such arbitrators and in scheduling the arbitration proceedings.  The parties will share equally in the administrative costs and arbitrator’s fees associated with the arbitration; provided, however, that each party will bear its own attorneys’ fees and costs associated with the arbitration.  The arbitrator shall apply Florida law without reference to conflicts of laws principles.  Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought.  The parties expressly acknowledge that by entering into this Agreement, they each are waiving their respective rights to have any Dispute between the parties hereto adjudicated by a court or by a jury.

14. General Provisions.

14.1 Assignment. Neither party may assign any rights or obligations arising under this Agreement, without the prior written consent of the other; except that either party may assign this Agreement without consent of the other party to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.  Any attempted assignment or transfer in violation of the foregoing will be null and void.

14.2 Subcontracting. Customer agrees that Parrot may use subcontractors and other third-party providers in connection with the performance of the Parrot Service as it deems appropriate, provided that any such subcontracting arrangement will not relieve Parrot of any of its obligations hereunder.

14.3 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflicts of laws principles.  Any notice under this Agreement must be given in writing to the other party at a valid mailing address. Parrot’s address is  Parrot Tech, Inc., 169 Madison Ave #2380, New York, NY 10016.

14.4 Severability. In the event that any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect.

14.5 Waivers. Any waiver or failure to enforce any provision of this Agreement on any particular occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.  No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms, nor will any waiver be effective unless in a writing or electronic communication by the waiving party.

14.6 Privacy Policy. Customer acknowledges that Parrot will process all personal information in accordance with its Privacy Policy.

14.7 Entire Agreement. These Terms are the complete and exclusive statement of the mutual understanding of the parties in connection with Customer use of the Parrot Service and supersede and cancel all previous written and oral agreements, understandings, and communications relating to the subject matter in this Agreement. Each party represents that, in connection with the Parrot Service, it has not relied on any term or representation not contained in these Terms.

14.8 Independent Contractors. The parties to this Agreement are independent contractors, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended or created by this Agreement.  This Agreement may be executed in counterparts, which taken together shall form one legal instrument.

14.9 Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under these Terms if the delay or failure results from any cause beyond such party’s reasonable control that could not have been prevented through the use of commercially reasonable safeguards, including acts of God, labor disputes, or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, hurricanes, fires, floods, blockages, embargoes, riots, public health emergencies (including pandemics and epidemics), acts or orders of government, acts of terrorism, or war.

14.10 Notice. All notices must be in writing (in English) and addressed to the parties via email: (i) for Parrot, notice must be sent to support@parrot.us; and (ii) for Customer, to the email address associated with Your user account. Notices will be deemed given upon receipt. Either Party may change its email address for notices under these Terms by providing the other Party written notice in accordance with this section.

History of version(s) of our Terms of Servise:

Effective from June 17, 2024
Effective from January 15, 2025 (Latest)

How to contact us

You can contact us via our contact form or the methods listed below:

Email:
legal@parrot.us

Mail:
Parrot Tech, Inc.
169 Madison Ave #2380
New York, NY 10016

Phone:
(213) 632-5374