Effective as of June 17, 2024

These Terms and Conditions, together with Parrot Tech, Inc.’s ("Parrot," "we", “us” or "our") Privacy Policy (https://www.parrot.us/privacy), and any  Order Form(s), Addendums, or other Agreements, between Customer (“User,” you, “your”), and Parrot, collectively referred to as the “Terms of Service,” govern any and all Customer access, use, communications, disclosure, inputs, and outputs, and how Parrot and our subsidiaries, subcontractors, and affiliates  provide, without limitation, 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, communications to or from Parrot, and any other tools, features, or products provided through Parrot’s website and associated webpages, out social media accounts, and, without limitation, any current or future services or software that Parrot provides, develops or will develop, which are collectively referred to herein as the “Parrot Platform,” “Services,” or “Software.”

Use of the Parrot Platform by business customers may be separately governed by agreements with those customers.

By using or accessing the Services, you represent and warrant that you have legal authority and capacity to bind yourself to these Terms of Service. If you are accessing the Services on behalf of a company or other legal or corporate entity or sole proprietorship, you represent and warrant that you have the authority to bind that company, entity, or sole proprietorship to these Terms of Service, in which case “Customer,” “User,” “you,” or “your.” shall refer to the company, entity, or sole proprietorship as well as you, individually. If you do not agree to these terms of service, or you are using or accessing these services on behalf of an entity but do not have authority to bind the entity to these terms of service, you may not use the services.

Updates. We may update these Terms and Conditions by providing you with reasonable notice, including by posting the update on our website. If, in our sole judgment, an update materially impacts your rights or obligations, we will provide at least 30 days’ notice before the update goes into effect, unless the update is necessary for us to comply with applicable law, in which case we will provide you with as much notice as commercially or reasonably possible. Any other updates will be effective on the date we post the updated Business Terms or Policies. Your continued use of, or access to, the Services after an update goes into effect will constitute acceptance of the update. If you do not agree with an update, you may stop using the Services.

1. Authorized Users

Access to our Services are limited to authorized users who have (1) Registered to create a user account (“User Account”); (2) clicking, checking, signing or otherwise manifesting agreement or acceptance to Parrot’s Terms of Service and Privacy Policy in writing or electronically; or (3) Accessing or using the Services or Software.

Authorized Users may be subject to additional terms specific to those Services. You agree that all information you provide Parrot will be accurate, current and complete, and you will keep such information up to date. You are responsible for maintaining the confidentiality and security of your username and password and are fully responsible for all activities that occur through your User Account. You agree to notify us immediately of any breach of security or unauthorized use of your User Account. We reserve the right to reject or otherwise terminate access for any User at any time.

Your use of the Service and all Customer Data will comply with applicable laws, government regulations, your organization’s policies and rules, and any other legal requirements, attorney bar or ethics rules, 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.

2. Limited License

Parrot, or third parties granting rights to Parrot, hold all right, title, and interest in and to the Services. As a user of the Services, you are granted a nonexclusive, nontransferable, revocable, limited, personal license to access and use the Services in accordance with these Terms of Service and any separate terms you may agree to that are specific to the Services. You agree to always acknowledge our status (and that of any identified contributors) as the authors of Services. We may terminate this license at any time, for any reason. This limited license terminates automatically, without notice to you, if you breach any of these Terms of Service or if your User Account is terminated for any reason.

3. Prohibited Uses

Use of the Services is limited to your lawful business purposes. You agree that, in connection with the Services, you will not:

• Use the Services if you are under 18 years of age; unless your parent or legal guardian assents to these Terms of Service on your behalf and you use the Services under the direct supervision of your parent or legal guardian;
• Provide a copy of Parrot’s work product without Parrot’s consent, (i.e. a transcript AI summary, or audio/videorecording of a proceeding) to another individual or entity where State or Federal law permits Parrot to charge reasonable rates for such Services rendered to that individual or entity.
• Interfere in any way with Parrot’s provision of the Services;
• Impersonate any other person or entity, provide false or misleading identification information, or invade the privacy, or violate the personal or proprietary right, of any person or entity;
• Reverse engineer, disassemble, rent, lease, loan, sell, sub-license, or create derivative works from the Services;
• Use the Service in a way that infringes, misappropriates, or violates any person’s rights
• Access or use the Service from within any Embargoed Countries
• Attempt to reverse engineer or attempt to discover the source code or engineering of the underlying model and systems of the Service or our subcontractors
• Attempt automated means to scrape content or Output from the Service.
• Use any network monitoring or discovery software to determine the Site architecture, or extract information about usage or users;
• Introduce viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful;
• Attempt to gain unauthorized access to our Site, the server on which our Site is stored or any server, computer or database connected to our Site;
• Attack our Site via a denial-of-service attack or a distributed denial-of-service attack;
• Use any robot, spider, or other automatic device or manual process to monitor or copy the Site or Services without our prior written permission;
• Copy, download, perform, modify, edit, alter, enhance, reproduce, republish, distribute, display or transmit all or any portion of the Site in any manner, except to the extent expressly permitted by these Terms of Service;
• Remove or obscure, by framing, mirroring or otherwise, any portion of the Site;
• Establish a link to the Site in such a way as to suggest any form of association, approval or endorsement on our part where none exists;
• Use or otherwise export or re-export the Site or any portion thereof, the Services, or any content or software available on or through the Site or the Services in violation of the export control laws and regulations of the United States of America (including, but not limited to, the U.S. Export Administration Act and Office of Foreign Asset Control regulations).

Any unauthorized use of the Services is prohibited, and will constitute an automatic breach of these Terms of Service, without notice to you, resulting in immediate termination of your User Account. You agree to indemnify, defend, and hold Parrot and its officers, directors, employees, affiliates, agents, licensors, and suppliers harmless from and against all claims, losses, expenses, damages, and costs, including reasonable attorneys' fees, resulting from any violation of these Terms by you.

4. Relationship of the Parties; No Legal Advice

Parrot is an independent contractor. These Terms of Service do not create a partnership, franchise joint venture, agency, fiduciary or employment relationship between you and us. Nothing in the Site, Software, or Services is intended to create an attorney-client relationship. Pursuant to the provision of Services and Software, Customer will reasonably communicate with Parrot personnel and Parrot may provide guides or FAQ to effectively utilize our Services and Software. No form of communication, information, or language provided by Parrot through the provision of Services, from Parrot’s Software tools, or from any Parrot employee or contractor is legal advice. You should not rely on any communication or information received from those sources as legal advice. You expressly agree and acknowledge that Parrot is not entering into an attorney-client relationship with you by your use of or access to the services. This Section 4 does not affect any express, written, and executed employment or independent contractor agreement between Parrot and you, should any exist.

5. Fees and Payment

5.1 Fees; Term; Automatic Renewal

By engaging Parrot to provide Services or Software, Customer agrees to pay Parrot’s rates and costs. A listing of Parrot’s Costs and Fees for Services or Software shall be provided to Customers incurring costs for the provision of Parrot’s Services or Software. Customers shall not provide the list of Costs and Fees outside of the Customer's organization without Parrot’s explicit permission or as otherwise required by law.

Certain Parrot Services and Software may be provided pursuant to an Order Form. You agree to pay all fees specified in any Order Form(s). Except as otherwise specified in these Terms of Service or an Order Form, (i) fees are based on Services purchased in an Order Form, regardless of usage; (ii) fees are non-refundable; (iii) payment obligations are non-cancelable; and (iv) quantities purchased cannot be decreased during the term specified in the Order Form.  Unless otherwise stated in an Order Form, the term for any Services identified in an Order Form shall be one year from the effective date specified in the Order Form (the “Term”). The Term shall automatically renew for additional one-year periods unless either you or we give the other party written notice at least 60 days before the end of the Term of an intent to not renew.

5.2 Shortfall Fee

In the event that you purchase Services from Parrot pursuant to a Volume Commitment specified in any Order Form, and you fail to satisfy the Volume Commitment in the Term specified in the Order Form, Parrot reserves the right to charge you a Shortfall Fee. The Shortfall Fee shall be calculated as follows: Volume Commitment less Actual Volume utilized = x; x times Shortfall Rate in Order Form = Shortfall Fee.

5.3 Payment

Payment to Parrot for any Services shall be made by manner specified within the invoices we provide you through the Service or via other electronic communication. You are responsible for providing Parrot valid payment information. You authorize Parrot to charge credit card or other account source upon provision of the Services and for any renewal Terms as set forth in Section 5.1, above. If the Order Form specifies that payment will be made by any method other than a credit card, Parrot will invoice you in advance and in accordance with the Order Form. Unless otherwise stated in the Order Form, invoiced fees are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Parrot and notifying Parrot of any changes to such information. You are responsible for all taxes of any kind imposed by any federal, state or local government on any fees payable to Parrot for the Services. Except for a timely dispute of a Parrot invoice to you (as set forth in Section 5.5, below), all late payments shall bear interest at the lesser of 1.5% per month or the maximum amount permitted by law, calculated daily and compounded monthly.

You agree to provide payment to Parrot in accordance with these Terms of Service and any applicable Order Form(s). You further agree that payment will not be provided except as expressly set forth in these Terms of Service and any applicable Order Form(s), including but not limited to payment directly to Parrot personnel facilitating, hosting, or attending any Services that Parrot provides to you.

5.4 Suspension of Services

If any fees owed by you are 30 days or more overdue, Parrot may, without limiting its other rights and remedies, suspend Services and withhold any deliverables until the fees are paid in full.

5.5 Disputed Invoices

All invoices are final after 20 days unless you notify us in writing of any dispute. Parrot will not exercise its right to charge interest if you timely notify us of a dispute in accordance with this Section and cooperate in good faith with us to diligently resolve the dispute.

5.6 Scheduling, Duration, Coverage, and Extreme Overages

Parrot will do everything operationally and economically reasonable to ensure that all events you schedule can be serviced. In order to ensure Parrot can provide services, customer must schedule all events at least 24 business hours in advance. Parrot cannot guarantee coverage for an event scheduled without such notice. Customer must select an estimated duration for an event. Parrot reserves the right to charge customer agreed upon rates for Services for time reserved should an event end early. Out of respect and concern for the schedule of parrot customers and people we work with, events that go significantly longer than scheduled can affect other customers and cause conflicts and monetary loss. An “extreme overage,” is defined as 30 minutes more than the time Customer entered as the estimated duration. When Parrot can provide continued service for a events where there has been an extreme overage, Parrot cannot guarantee continued service and may ask Customer to reconvene at mutually acceptable time. Should Parrot be able to continue to service the events in an extreme overage, Parrot has the discretion to charge a rate no more than $1/ minute more than the agreed upon rates.

5.7 Late Cancellation and Rescheduling Fees

For any provision of Services or Software with a scheduled start date and time, Parrot reserves the right to charge a cancellation fee as described in Parrot’s Costs/Rates sheet.

5.8 Location of Personnel

Parrot may utilize Personnel located outside of the United States to support provision of certain Services and Customer support tasks. Parrot actively takes measures via hardware, software, and other precautions to protect all client data both internally and externally.

6. Intellectual Property Rights

6.1 Parrot’s Intellectual Property Rights

As between Parrot and you, Parrot or its licensors own and reserve all right, title and interest in and to our Site and the Services published on it, other than the rights explicitly granted to you to use the Services in accordance with these Terms of Service and any terms that you enter into with Parrot specific to any Services that Parrot provides to you.

The Parrot logo and all product names and trade names, regardless of whether they appear with capital letters or with a trademark symbol, and all products denoted with TM, SM or ® are trademarks, trade names, service marks or registered trademarks or service marks of Parrot or its affiliated companies, or its licensors or joint venture partners. Nothing contained on the Site should be construed as granting any license or right to use any trademark displayed on the Site or with the Services without our express written permission or permission of such third party that may own the trademark. No title to or ownership of any proprietary rights related to the Site or any of the Services is transferred to you pursuant to these Terms of Service. All rights not explicitly granted to you are reserved by Parrot.

If the Services are being used on behalf of the United States Government, the following provision applies: The Services include access to commercial computer software in accordance with 48 C.F.R. §§ 12.211 and 12.212. The use, duplication, reproduction, release, modification, disclosure, or transfer of this commercial computer software is governed by these Terms of Service. If the Services are being used on behalf of the United States Department of Defense, technical data customarily provided to the public is furnished in accordance with 48 C.F.R. § 252.227-7015. If the United States Government requires additional rights, it must negotiate a mutually acceptable written addendum to these Terms of Service specifically granting those rights.

6.2 Your License to Us

As between the parties, You retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data. By using the Services, you grant Parrot an irrevocable, perpetual, non-exclusive, fully-paid, royalty-free, sublicensable (so that we can use affiliates, subcontractors and other partners such as wireless carriers and hosting service providers to provide you Services) and worldwide license to reproduce, disseminate, host, copy, use, transmit, display, and distribute content, including any personal data contained therein, that you provide or otherwise make available to us, including any output, work product, or any other content we provide you, whether related to yourself or to third parties such as your clients and other end users, (“Customer Data”) for purposes of Parrot providing the Services to you and for use as permitted under Section 12. You further represent and warrant that you have all necessary rights required by applicable law, licenses and permissions in and to the Customer Data, including that you have provided all required notices and have obtained all necessary consents required with regard to your disclosure of Customer Data to Parrot and to enable Parrot’s processing of such Customer Data as contemplated by this Agreement and any applicable Order Form. You further represent and warrant that providing Customer Data to us, and our processing of Customer Data as contemplated by this Agreement and any applicable Order Form, will not violate any applicable law, including privacy and data security laws. The license you grant to us will remain in effect regardless of termination, deactivation, or lapse in use of your User Account or the Services. If you do not want to grant us a license to use your Customer Data for these purposes, you should not use the Services.

In the event that you provide comments, suggestions and recommendations to Parrot with respect to the Services (including, without limitation, with respect to modifications, enhancements, improvements and other changes to the Site or the Services) (collectively, “Feedback”), you hereby grant to Parrot a worldwide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Site or the Services.

6.3 Backups and Data Retention

Unless explicitly agreed in writing or required by law, Parrot has no obligation to prepare any media, materials, services, or software for the Customer. Parrot has no obligation to retain records prepared for you and you are solely responsible for the creation and retention of any back-up copies.

7. Third-Party Content

The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. The views expressed by other users on our Site do not represent our views or values. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources. You understand that the information and opinions in the third-party content are neither endorsed by nor do they reflect the opinions or beliefs of Parrot.

Provision of Services by a foreign language translating or interpreting service shall be considered a third party Service for which Parrot will assist Customer to retain upon request, but for which Parrot shall not be responsible in any way for the accuracy or quality of the work product of.

8. Mobile Services

We may offer services that are available via your mobile phone, including, without limitation, the ability to upload content to the Site, and send and receive messages, instant messages, location information, data transactions and other types of communications that may be developed for the Services (collectively "Mobile Services"). Your mobile carrier's normal messaging, data and other rates and fees may apply when using the Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all mobile carriers or devices. By providing your cell number upon registering or by using any Mobile Services, you agree that we may communicate with you regarding Parrot and other entities, the Services, and the Site by SMS, MMS, text message, push message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us.

9. Mutual Indemnification

9.1 Indemnification by You

You agree to release, indemnify, and hold harmless Parrot and its members, partners, employees, contractors, agents and affiliates from and against any claims asserted by a third party, in contract, statute or tort, or of trespass or any other claim arising from: (1) your use of the Site or Services; (2) your provision, and/or our processing, of Customer Data; (3) any content or third-party sites you post or link to the Site; (4) your conduct in connection with the Services or Site and users of the Services and Site; (5) your violation of these Terms of Service or any terms that you enter into with Parrot that are specific to services Parrot provides to you, including, but not limited to, your failure to inform Parrot that You are a covered entity or business associate under HIPAA and that Your Customer Data includes ‘protected health information’ subject to HIPAA pursuant to section [13] hereunder; (6) your violation of any law or the rights of any third party in connection with the Site and Services; and (7) your use of any services Parrot provides to you that are subject to specific terms. You will not be required to indemnify and hold us or any other indemnified party harmless from and against any applicable claims or demands to the extent resulting from Parrot’s own negligent conduct.

9.2 Indemnification by Parrot

Parrot hereby agrees, subject to the limitation of liability set forth in Section 10.2, below, to indemnify, defend and hold you and your members, partners, employees, contractors, agents, and affiliates harmless from and against damages resulting from, arising out of or in connection with any third-party claim, suit, action or proceeding resulting from, arising out of or relating to: (1) whether the Services infringe any patent, copyright, trademark, trade secret or any other intellectual property, proprietary or personal rights of any third party; or (2) the fraudulent or willful misconduct of Parrot or its personnel.

9.3 Procedure

The indemnifying party’s obligations under this Section 9 are conditioned on the indemnified party: (1) giving prompt notice of the claim to the indemnifying party, (2) granting sole control of the defense or settlement of the claim to the indemnifying party, and (3) providing reasonable cooperation to the indemnifying party at the indemnifying party's request and expense. The indemnified party may participate in the claim’s defense at its sole cost and expense. The indemnifying party will not enter into any settlement that adversely affects the indemnified party’s interests without prior written approval, not to be unreasonably withheld. The indemnifying party is not responsible for any settlement it does not approve in writing.

10. Warranty Disclaimer; Limitation on Liability

10.1 Disclaimer of Warranties

To the extent permitted by applicable law, the services, the site, and any other content, material, or items provided by Parrot through the services are provided “as is” and “as available,” without warranty or conditions of any kind. We make no representations or warranties in connection with the site or services, including, but not limited to, the quality, suitability, truth, accuracy, or completeness of any content, information, product, or service contained on the site or provided through the services, and expressly disclaim all conditions, representations, and warranties, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement of third-party rights. We do not represent or warrant that the site or services is error-free or free of viruses or other harmful components, or that defects will be remedied. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of any part of the services. We do not guarantee that our site, or any content on it, or the services will always be uninterrupted, secure, or operate at any particular speed. We may suspend, withdraw, discontinue, or change all or any part of our services without notice. We may make improvements and/or changes to features, functionality, or content on the site or with the services at any time. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of our site or services or due to your downloading of any content from us, or on any site linked to the site. No advice or information, whether oral or written, obtained by you from us shall create any warranty not expressly stated in these terms of service. You agree that your use of the services will be at your sole risk. Some jurisdictions do not allow the foregoing exclusions. In such an event, such exclusion will not apply solely to the extent prohibited by applicable law.

You are responsible for configuring your information technology, computer programs, locations, and platform in order to access our Site and use the Services. You should use your own virus protection software.

10.2 Limited Liability

To the extent permitted by applicable law, in no event shall we be liable to you or any third party under any theory of liability (whether in contract, tort, or for breach of statutory duty, or otherwise) for any indirect, consequential, incidental, business interruption, special, or punitive damages, including lost profit damages, loss of business opportunity, goodwill, or reputation arising from your use of the services or inability to use the services, or any other content, material, or items on the site or with the services, even if Parrot had been advised of the possibility of such damages. Notwithstanding anything to the contrary contained in these terms of service, our liability to you in respect to any loss or damage suffered by you and arising out of or in connection with your use of the services and these terms of service, whether in contract, tort, or for breach of statutory duty or in any other way shall not exceed the total amount paid by you for the services giving rise to the liability in the twelve months preceding the first incident out of which liability arose. Notwithstanding the foregoing, Parrot shall have no liability whatsoever for the accuracy, completeness, or otherwise for claims arising from content that you provide to us.

11. Our Management of the Services; User Misconduct

We reserve the right, but do not undertake the obligation to: (1) report to law enforcement authorities and/or take legal action against anyone who violates these Terms of Service; and/or (2) manage the Services in a manner designed to protect our, our users’, and third-parties’ rights and property or to facilitate the proper functioning of the Services. You acknowledge that we will have the right to report to law enforcement authorities any action that may be considered illegal, as well as any reports we receive of such conduct. When requested, we will cooperate fully with law enforcement agencies in any investigation of alleged illegal activity.

Without limiting any other provision of these terms of service or any remedy we may have under law or in equity, we reserve the right to, in our sole discretion, and without notice or liability, deny access to and use of the services to any person for any reason or for no reason at all, including without limitation for breach of any representation, warranty, or covenant contained in these terms of service, or of any applicable law or regulation.

12. Artificial Intelligence (“AI”); Generative AI (“GAI”), Customer Data

12.1 Parrot’s Use of AI

Parrot has developed and/or utilizes forms of software and AI to provide Services to our Customers. Parrot and/or its 3rd party vendors audit and evaluate Parrot’s technology in a manner designed to ensure Customer Data in Parrot’s possession or control is secure. By utilizing Parrot to Service any event, you consent to Parrot’s use of such software and AI, including to process your Customer Data.

12.2 Use of Customer Data to Improve Service

Parrot may use Customer Data to provide, manage, administer, operate, support, service, evaluate, improve, develop, and increase the accuracy and effectiveness of Parrot’s software and services, Customer Data is used to train Parrot’s software and AI.

13. Protected Health Information

Ensuring that our customers' data is safe, secure and always available to them is one of our top priorities. For customers who are subject to the requirements of the Health Insurance Portability and Accountability Act 1996, as amended, and its implementing regulations (“HIPAA”), Parrot can support HIPAA compliance.

Under HIPAA, certain information about a person’s health or health care services is classified as Protected Health Information (“PHI”). Customers who are subject to HIPAA and wish to use the Parrot Platform with PHI must contact Parrot in writing to inform Parrot and sign a Business Associate Addendum (“BAA”) with Parrot.

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 have not signed a BAA with Parrot must not use Parrot Services in connection with PHI. Customer will indemnify Parrot against any claim resulting from Customer’s failure to comply with these requirements.

To the extent that you are a HIPAA covered entity or business associate and your Customer Data includes any “protected health information” (“PHI”) that is subject to HIPAA, you (i) Must first inform Parrot in writing, by email to support@parrot.us, of any HIPAA applicability to your Customer Data; (ii) You and Parrot shall then execute Parrot’s HIPAA business associate agreement ("BAA”), which the Parties acknowledge and agree  will govern the privacy and security of the protected health information that Parrot accesses or receives on your behalf,  (iii) the terms of the BAA shall be incorporated by reference into these Terms of Service upon execution of the BAA, and (iv) the Parties agree to comply with their respective obligations under the BAA. You acknowledge and agree that, between you and Parrot, it is your responsibility to inform Parrot of its HIPAA status to ensure the Parties’ compliance with HIPAA to the extent applicable. For the avoidance of doubt, you agree that Your Customer Data will not include any protected health information subject to HIPAA without first: (i) informing Parrot; and (ii) executing Parrot’s BAA.

14. Legal Disputes and Arbitration Agreement

Please Read This Following Clause Carefully – It May Significantly Affect Your Legal Rights, Including Your Right to File a Lawsuit in Court

14.1. Initial Dispute Resolution

We are available by email at support@parrot.us to address any concerns you may have regarding your use of the Services. Most concerns may be quickly resolved in this manner. Each of you and we agree to use best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.

14.2. Agreement to Binding Arbitration

Notice regarding arbitration and dispute resolution: You and Parrot agree that any future disputes between you and Parrot will be resolved by binding, individual arbitration. In arbitration, the parties waive any right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding, and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis. If we do not reach an agreed upon solution within a period of thirty (30) days from the time informal dispute resolution is pursued pursuant to the terms of this agreement, then either party may initiate binding arbitration.  All claims arising out of or relating to these Terms of Service (including their formation, performance and breach), the parties’ relationship with each other and/or your use of the Services and the Site shall be finally settled by binding arbitration administered by JAMS, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures or Streamlined Arbitration Rules and Procedures (as appropriate) or, if you are an employee of Parrot, the JAMS Employment Arbitration Rules and Procedures, excluding any rules or procedures governing or permitting class actions. Each party will have the right to use legal counsel in connection with arbitration at its own expense. The parties shall select a single neutral arbitrator in accordance with the applicable JAMS Rules and Procedures. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms of Service, including, but not limited to, any claim that all or any part of these Terms of Service is void or voidable.  You or we may elect to appear at the arbitration by phone or, if you and we both agree, to conduct it online, in lieu of appearing live. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be in writing and provide a statement of the essential findings and conclusions, shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The interpretation and enforcement of these Terms of Service shall be subject to the Federal Arbitration Act. The JAMS rules governing the arbitration may be accessed at https://www.jaTerms of Servicedr.com/adr-rules-procedures. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that the right to discovery may be more limited in arbitration than in court.

The Following Paragraph Applies to Disputes with Individual Consumers Only (Not Disputes Involving Parrot and a Company, Legal or Corporate Entity, or Sole Proprietorship)

If you initiate arbitration, to the extent the filing fee for the arbitration exceeds Two Hundred and Fifty U.S. Dollars ($250.00), we will pay the additional cost.  If we are required to pay the additional cost of the filing fees, you should submit a request for payment of fees to JAMS along with your form for initiating the arbitration, and we will make arrangements to pay all necessary fees directly to JAMS.  We will also be responsible for paying all other arbitration costs arising in connection with the arbitration, other than costs incurred by you for legal counsel, travel and other out-of-pocket costs and expenses not constituting fees or amounts payable to JAMS.  You will not be required to pay fees and costs incurred by us if you do not prevail in arbitration. We will also pay JAMS to reimburse you for any portion of the $250 filing fee that is more than what you would otherwise have to pay to file suit in a court of law.

14.3. Class Action and Class Arbitration Waiver

You and we each further agree that any arbitration shall be conducted in our respective individual capacities only and not as a class action or other representative action, and you and we each expressly waive our respective right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth in this agreement shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

14.4. Location

If you are arbitrating a dispute with Parrot as an individual consumer (and not as or on behalf of a company, legal or corporate entity, or sole proprietorship), the arbitration will take place at any reasonable location within the United States convenient for you. For all other disputes, including as or on behalf of a company, legal or corporate entity, or sole proprietorship, the arbitration shall be initiated in Miami-Dade County, Florida, and you and Parrot agree to submit to the personal jurisdiction of any state or federal court in Miami-Dade County, Florida, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

14.5. Exception - Small Claims Court Claims

Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

14.6. Exception – California Private Attorneys General Act (PAGA) Action

Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief in a court of law for a claim arising under California’s Private Attorneys General Act.

The Following Section Applies to Individual Consumers Only, and Does Not Apply to the Extent You Agree to These Terms of Service on Behalf of or as a Company, Legal or Corporate Entity, or Sole Proprietorship

14.7. 30 Day Right to Opt-Out.

You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in Sections 12.2 and 12.3 by sending written notice of your decision to opt-out by emailing us at support@parrot.us  The notice must be sent within thirty (30) days of registering to use the Services, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those sections. If you opt-out of these arbitration provisions, we also will not be bound by them.

14.8. Exclusive Venue for Litigation

To the extent that the arbitration provisions set forth in Section 12.2 do not apply, of if you want to pursue any legal remedies to which you would otherwise be entitled but that are not available to you pursuant to this Section 12, and unless prohibited by governing law for claims between Parrot and an employee of Parrot, the parties agree that any litigation between them shall be filed exclusively in state or federal courts located in Miami-Dade County, Florida (except for small claims court actions which may be brought in the county where you reside). Unless prohibited by governing law for claims between Parrot and an employee of Parrot, the parties expressly consent to exclusive jurisdiction in Miami-Dade County, Florida for any litigation other than small claims court actions.

15. Governing Law.

To the fullest extent permitted by law, you agree that the laws of the state of Florida, without regard to principles of conflict of laws, will govern the Terms of Service and any dispute of any sort that might arise between us.

16. Confidentiality

As used herein, the “Confidential Information” of a Party (the “Disclosing Party”) means all financial, technical, or business information of the Disclosing Party that the Disclosing Party designates as confidential at the time of disclosure to the other Party (the “Receiving Party”) or that the Receiving Party reasonably should understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. Except as permitted in this Terms of Service, the Receiving Party will not disclose, duplicate, publish, transfer or otherwise make available Confidential Information of the Disclosing Party in any form to any person or entity without the Disclosing Party’s prior written consent. The Receiving Party will not use the Disclosing Party’s Confidential Information except  to perform its obligations and exercise its rights under this Terms of Service. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by law, provided that the Receiving Party: (a) gives the Disclosing Party prior written notice of such disclosure so as to afford the Disclosing Party a reasonable opportunity to appear, object, and obtain a protective order or other appropriate relief regarding such disclosure (if such notice is not prohibited by applicable law); (b) uses diligent efforts to limit disclosure and to obtain confidential treatment or a protective order; and (c) allows the Disclosing Party to participate in the proceeding. Further, Confidential Information does not include any information that: (i) is or becomes generally known to the public without the Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) was independently developed by the Receiving Party without the Receiving Party's breach of any obligation owed to the Disclosing Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Disclosing Party.

17. Entire Agreement

These Terms of Service (including the Privacy Policy, an executed Business Associate Addendum, and any executed Order Forms) constitute the entire agreement between you and Parrot with respect to your use of the Services and use or access to the Site. These Terms of Service supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning the Services and the Site. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form; and (2) these Terms of Service.

18. Severability

If it is determined that any term or provision of these Terms of Service is invalid or unenforceable, in whole or in part, then the invalid or unenforceable term or provision shall be severed and the remaining terms and provisions shall be unimpaired.

19. Updates to These Terms of Service

We may change, modify or amend these Terms of Service from time to time. We will notify you of material changes to these Terms of Service by posting the amended terms on the Site. You may be asked to affirmatively accept the new Terms of Service the first time you log in to your User Account after the new Terms of Service take effect. If you do not agree with the proposed changes, you should discontinue your use of the Services. If you continue using the Services after the new Terms of Service take effect, you will be bound by the modified Terms of Service.

20. Electronic Communications; Electronic Signature

You consent to receive communications from us by email in accordance with these Terms of Service and applicable law. You acknowledge and agree that all agreements, notices, disclosures and other communications that we provide to you electronically will satisfy any legal requirement that such communications be in writing. You further agree that by clicking your assent to these Terms of Service, your assent to these Terms of Service is as legally binding as a pen and ink signature.

21. Transfer to Third Parties

You may not assign or transfer these Terms of Service (or any of your rights or obligations under these Terms of Service) without our prior written consent; any attempted assignment or transfer without complying with the foregoing will be void. Parrot may assign all or part of its rights and (where permitted by law) obligations under these Terms of Service to any third party at any time without notice.

22. No Waiver

No waiver of any term of these Terms of Service by us shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

23. Privacy Policy

You acknowledge that your use of the Services, is subject to our Privacy Policy, located at https://www.parrothq.com/privacy, as may be updated from time to time in our sole discretion. The Privacy Policy is part of and is governed by these Terms of Service and by agreeing to these Terms of Service, you agree to the terms of the Privacy Policy, as may be updated from time to time in our sole discretion.

24. Notice to New Jersey Consumers

Notwithstanding any terms set forth in these Terms of Service, if any of the provisions set forth in Sections 9, 10, or 12 are held unenforceable, void or inapplicable under New Jersey law, then any applicable provision shall not apply to New Jersey consumers, but the rest of these Terms of Service shall remain binding on you and the Company. In addition, for New Jersey consumers, the limitation on liability is inapplicable where attorneys’ fees, court costs, or other damages are mandated by statute. Notwithstanding any provision in these Terms of Service, nothing in these Terms of Service is intended to, nor shall it be deemed or construed to, limit any rights available to New Jersey consumers under the Truth-in-Consumer Contract, Warranty and Notice Act.

25. Notice to California Consumers

Under California Civil Code Section 1789.3, consumers located in California are entitled to the following consumer rights notice: If an individual user has a question or complaint regarding the Services, please send an email to dca@dca.ca.gov. California consumers may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at +1 (916) 445-1254 or +1 (800) 952-5210.

26. Contact Information

If you have any questions about these Terms of Service or your use of the Services, please contact us at support@parrot.us