This PARIS Technologies Philippines, Inc. Hosted Subscription Agreement is between the entity you
represent, or, if you do not designate an entity in connection with a Subscription purchase or renewal, you
individually (“you” or “your”), and PARIS Technologies Philippines, Inc., a Corporation, (“PARIS
Philippines”, “we”, “us”, or “our”). It consists of the terms and conditions below, as well as the Hosted
Services Terms, the SLAs, and the Offer Details for your Subscription or renewal (together, the
“agreement”). It is effective on the date we provide you with confirmation of your Subscription or the date
on which your Subscription is renewed as applicable. Key terms are defined in Section 9.
1. Use of Hosted Services.
a. Right to use. We grant you the right to access and use the Hosted Services and to install and
use the Software included with your Subscription, as further described in this agreement. We
reserve all other rights.
b. Acceptable use. You may use the Product only in accordance with this Agreement. You may
not reverse engineer, decompile, disassemble, or work around technical limitations in the
Product, except to the extent applicable law permits it despite these limitations. You may not
disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters your
use of the Hosted Services. You may not rent, lease, lend, resell, transfer, or host the Product,
or any portion thereof, to or for third parties except as expressly permitted in the Hosted
Services Terms.
c. End Users. You control access by End Users, and you are responsible for their use of the
Product in accordance with this agreement. For example, you will ensure End Users comply
with the Acceptable Use Policy.
d. Customer Data. You are solely responsible for the content of all Customer Data. You will
secure and maintain all rights in Customer Data necessary for us to provide the Hosted Services
to you without violating the rights of any third party or otherwise obligating PARIS Philippines
to you or to any third party. PARIS Philippines does not and will not assume any obligations
with respect to Customer Data or to your use of the Product other than as expressly set forth in
this Agreement or as required by applicable law.
e. Responsibility for your accounts. You are responsible for maintaining the confidentiality of
any non-public authentication credentials associated with your use of the Hosted Services. You
must promptly notify our customer support team about any possible misuse of your accounts
or authentication credentials or any security incident related to the Hosted Services.
2. Purchasing services.
a. Available Subscription offers. PARIS Philippines provides Offer Details for available
Subscription offers, which generally can be categorized as one or a combination of the
following:
(i) Commitment Offering. You commit in advance to purchase a specific quantity of Hosted
Services for use during a Term and to pay upfront or on a periodic basis in advance of use.
With respect to PARIS Philippines Services, additional or other usage (for example, usage
beyond your commitment quantity) may be treated as a Consumption Offering. Committed
quantities not used during the Term will expire at the end of the Term.
(ii) Consumption Offering (also called Pay-As-You-Go). You pay based on actual usage
in the preceding month with no upfront commitment. Payment is on a periodic basis in
arrears.
(iii) Limited Offering. You receive a limited quantity of Hosted Services for a limited term
without charge (for example, a free trial) or as part of another PARIS Philippines offering
Provisions in this agreement with respect to pricing, cancellation fees, payment, SLAs, and
data retention may not apply.
b. Ordering.
(i) By ordering or renewing a Subscription, you agree to the Offer Details for that Subscription.
Unless otherwise specified in those Offer Details Hosted Services are offered on an “as
available” basis. You may place orders for your Affiliates under this agreement and grant
your Affiliates administrative rights to manage the Subscription, but, Affiliates may not place
orders under this agreement. You also may assign the rights granted under Section 1.a to
a third party for use by that third party in your internal business. If you grant any rights to
Affiliates or third parties with respect to Software or your Subscription, such Affiliates or
third parties will be bound by this agreement and you agree to be jointly and severally liable
for any actions of such Affiliates or third parties related to their use of the Products.
(ii) Some offers may permit you to modify the quantity of Hosted Services ordered during the
Term of a Subscription. Additional quantities of Hosted Services added to a Subscription
will expire at the end of that Subscription. If you decrease the quantity during a Term, we
may charge you a cancellation fee for the decrease in quantity as described below in
Section 3.b.
c. Pricing and payment. Payments are due and must be made according to the Offer Details for
your Subscription.
(i) For Commitment Offerings, the price level may be based on the quantity of Hosted Services
you ordered. Some offers may permit you to modify the quantity of Hosted Services
ordered during the Term and your price level may be adjusted accordingly, but price level
changes will not be retroactive. During the Term of your Subscription, prices for Hosted
Services will not be increased, as to your Subscription, from those proposed in the Offer
Details at the time your Subscription became effective or was renewed, except where
prices are identified as temporary in the Offer Details, or for Previews or Non-PARIS
Philippines Products. All prices are subject to change at the beginning of any Subscription
renewal.
(ii) For Consumption Offerings, pricing is subject to change at any time upon notice.
d. Renewal.
(i) Upon renewal of your Subscription, this agreement will terminate, and your Subscription
will thereafter be governed, by the terms and conditions set forth in the Offer Details on the
date on which your Subscription is renewed (the “Renewal Terms”). If you do not agree to
any Renewal Terms, you may decline to renew your Subscription.
(ii) For Commitment Offerings, you may choose to have a Subscription automatically renew
or terminate upon expiration of the Term. Automatic renewal is pre-selected. You can
change your selection at any time during the Term. If the existing Term is longer than one
calendar month, we will provide you with notice of the automatic renewal before the
expiration of the Term.
(iii) For Consumption Offerings, your Subscription will renew automatically for additional one
month terms until you terminate the Subscription.
(iv) For Limited Offerings or Trial Subscriptions, renewal may not be permitted.
e. Taxes. Prices are exclusive of any taxes. You must pay any applicable value added, goods
and services, sales, or like taxes that are owed with respect to any order placed under this
agreement and which we are permitted to collect from you under applicable law. You will be
responsible for any applicable stamp taxes and for all other taxes that you are legally obligated
to pay including any taxes that arise on the distribution or provision of Products to your Affiliates.
We will be responsible for all taxes based on our net income or on our property ownership. If
any taxes are required to be withheld on payments you make to us, you may deduct such taxes
from the amount owed to us and pay them to the appropriate taxing authority; provided,
however, that you promptly secure and deliver an official receipt for those withholdings and
other documents we reasonably request to claim a foreign tax credit or refund. You must make
certain that any taxes withheld are minimized to the extent possible under applicable law.
3. Term, termination, and suspension.
a. Agreement term and termination. This agreement will remain in effect until the expiration,
termination, or renewal of your Subscription, whichever is earliest.
b. Subscription termination. You may terminate a Subscription at any time during its Term;
however, you must pay all amounts due and owing before the termination is effective.
(i) One-Month Subscription. A Subscription having a one-month Term may be terminated
anytime without any cancellation fee.
(ii) Subscriptions of more than one-month. If you terminate a Subscription to PARIS
Philippines Services at any time during the term, you must pay for the remainder of the
Term, and no refunds will be provided.
c. Suspension. We may suspend your use of the Hosted Services if: (1) it is reasonably needed
to prevent unauthorized access to Customer Data; (2) you fail to respond to a claim of alleged
infringement under Section 5 within a reasonable time; (3) you do not pay amounts due under
this agreement; or (4) you do not abide by the Acceptable Use Policy or you violate other terms
of this Agreement. If one or more of these conditions occurs, then:
(i) For Limited Offerings, we may suspend your use of the Hosted Services or terminate your
Subscription and your account immediately without notice.
(ii) For all other Subscriptions, a suspension will apply to the minimum necessary part of the
Hosted Services and will be in effect only while the condition or need exists. We will give
notice before we suspend, except where we reasonably believe we need to suspend
immediately. We will give at least 30 days’ notice before suspending for non-payment. If
you do not fully address the reasons for the suspension within 60 days after we suspend,
we may terminate your Subscription and delete your Customer Data without any retention
period. We may also terminate your Subscription if your use of the Hosted Services is
suspended more than twice in any 12-month period.
4. Warranties.
a. Limited warranty.
(i) Hosted Services. We warrant that the Hosted Services will meet the terms of the SLA
during the Term. Your only remedies for breach of this warranty are those in the SLA.
(ii) Software. We warrant for one year from the date you first use the Software that it will
perform substantially as described in the applicable user documentation. If Software fails
to meet this warranty we will, at our option and as your exclusive remedy, either (1) return
the price paid for the Software or (2) repair or replace the Software.
b. Limited warranty exclusions. This limited warranty is subject to the following limitations:
(i) any implied warranties, guarantees or conditions not able to be disclaimed as a matter of
law will last one year from the start of the limited warranty;
(ii) this limited warranty does not cover problems caused by accident, abuse or use of the
Products in a manner inconsistent with this agreement or our published documentation or
guidance, or resulting from events beyond our reasonable control;
(iii) this limited warranty does not apply to problems caused by a failure to meet minimum
system requirements; and
(iv) this limited warranty does not apply to Previews or Limited Offerings.
c. DISCLAIMER. Other than this warranty, we provide no warranties, whether express,
implied, statutory, or otherwise, including warranties of merchantability or fitness for a
particular purpose. These disclaimers will apply except to the extent applicable law does
not permit them.
5. Defense of claims.
a. Defense.
(i) We will defend you against any claims made by an unaffiliated third party that a Product
infringes that third party’s patent, copyright or trademark or makes unlawful use of its trade
secret.
(ii) You will defend us against any claims made by an unaffiliated third party that (1) any
Customer Data, Customer Solution, or Non-PARIS Philippines, or services you provide,
directly or indirectly, in using a Product infringes the third party’s patent, copyright, or
trademark or makes unlawful use of its trade secret; or (2) arises from violation of the
Acceptable Use Policy.
b. Limitations. Our obligations in Section 5a won’t apply to a claim or award based on: (i) any
Customer Solution, Customer Data, Non- PARIS Philippines Products, modifications you make
to the Product, or services or materials you provide or make available as part of using the
Product; (ii) your combination of the Product with, or damages based upon the value of,
Customer Data, or a Non- PARIS Philippines Product, data, or business process; (iii) your use
of a PARIS Philippines or its affiliates trademark without our express written consent, or your
use of the Product after we notify you to stop due to a third-party claim; (iv) your redistribution
of the Product to, or use for the benefit of, any unaffiliated third party; or (v) Products provided
free of charge.
c. Remedies. If we reasonably believe that a claim under Section 5.a.(i) may bar your use of the
Product, we will seek to: (i) obtain the right for you to keep using it; or (ii) modify or replace it
with a functional equivalent and notify you to stop use of the prior version of the Product. If
these options are not commercially reasonable, we may terminate your rights to use the Product
and then refund any advance payments for unused Subscription rights.
d. Obligations. Each party must notify the other promptly of a claim under this Section. The party
seeking protection must (i) give the other sole control over the defense and settlement of the
claim; and (ii) give reasonable help in defending the claim. The party providing the protection
will (1) reimburse the other for reasonable out-of-pocket expenses that it incurs in giving that
help and (2) pay the amount of any resulting adverse final judgment or settlement. The parties’
respective rights to defense and payment of judgments (or settlement the other consents to)
under this Section 5 are in lieu of any common law or statutory indemnification rights or
analogous rights, and each party waives such common law or statutory rights.
6. Limitation of liability.
a. Limitation. The aggregate liability of each party for all claims under this agreement is limited
to direct damages up to the amount paid under this agreement for the Hosted Service during
the 12 months before the cause of action arose; provided, that in no event will a party’s
aggregate liability for any Hosted Service exceed the amount paid for that Hosted Service
during the Subscription. For Products provided free of charge, PARIS Philippines’ liability is
limited to direct damages up to 250,000 PHP.
b. EXCLUSION. Neither party will be liable for loss of revenue or indirect, special,
incidental, consequential, punitive, or exemplary damages, or damages for lost profits,
revenues, business interruption, or loss of business information, even if the party knew
they were possible or reasonably foreseeable.
c. Exceptions to limitations. The limits of liability in this Section apply to the fullest extent
permitted by applicable law, but do not apply to: (1) the parties’ obligations under Section 5; or
(2) violation of the other’s intellectual property rights.
7. Software.
a. Additional Software for use with the Hosted Services. To enable optimal access and use
of certain Hosted Services, you may install and use certain Software in connection with your
use of the Hosted Service. The number of copies of the Software you will be permitted to use
or the number of devices on which you will be permitted to use the Software will be as described
in the Hosted Services Terms in the product specific license terms for the Hosted Service. We
may check the version of the Software you are using and recommend or download updates,
with or without notice, to your devices. Failure to install updates may affect your ability to use
certain functions of the Hosted Service. You must uninstall the Software when your right to use
it ends. We may also disable it at that time. Your rights to access Software on any device do
not give you any right to implement PARIS Philippines or affiliate patents or other PARIS
Philippines or its affiliates intellectual property in software or devices that access that device.
b. License confirmation. Proof of your Software license is (1) this agreement, (2) any order
confirmation, and (3) proof of payment.
c. License rights are not related to fulfillment of Software media. Your acquisition of Software
media or access to a network source does not affect your license to Software obtained under
this agreement. We license Software to you, we do not sell it.
d. Transferring and assigning licenses. License transfers are not permitted.
8. Miscellaneous.
a. Notices. You must send notices by mail, return receipt requested, to the address below.
PARIS Technologies Philippines, Inc.
Eco Tower, Building, 35th Floor Penthouse
2nd Street Corner 9th Avenue
Bonifacio Global City
Taguig
Philippines
You agree to receive electronic notices from us, which will be sent by email to the account
administrator you specify. Notices are effective on the date on the return receipt or, for email,
when sent. You are responsible for ensuring that the account administrator email address that
you specify are communicated to PARIS Philippines. Any email notice that we send to that
email address will be effective when sent, whether or not you actually receive the email.
b. Assignment. You may not assign this agreement either in whole or in part.
c. Consent to partner fees. When you place an order, you may be given the opportunity to
identify a “Partner of Record” associated with your Subscriptions. By identifying a Partner of
Record, directly or by authorizing a third party to do so, you consent to us paying fees to the
Partner of Record. The fees are for pre-sales support and may also include post-sales support.
The fees are based on, and increase with, the size of your order. Our prices for Hosted Services
are the same whether or not you identify a Partner of Record.
d. Severability. If any part of this agreement is held unenforceable, the rest remains in full force
and effect.
e. Waiver. Failure to enforce any provision of this agreement will not constitute a waiver.
f. No agency. This agreement does not create an agency, partnership, or joint venture.
g. No third-party beneficiaries. There are no third-party beneficiaries to this agreement.
h. Applicable law and venue. This agreement is governed by Philippine law, without regard to
its conflict of laws principles, except that (i) if you are a Philippine Government entity, this
agreement is governed by the laws of the Philippines, and (ii) if you are a state or local
government entity in the Philippines, this agreement is governed by the laws of that state. Any
action to enforce this agreement must be brought in the Philippines. This choice of jurisdiction
does not prevent either party from seeking injunctive relief in any appropriate jurisdiction with
respect to violation of intellectual property rights.
i. Entire agreement. This agreement is the entire agreement concerning its subject matter and
supersedes any prior or concurrent communications. In the case of a conflict between any
documents in this agreement that is not expressly resolved in those documents, their terms will
control in the following order of descending priority: (1) PARIS Philippines Hosted Subscription
Agreement, (2) the Hosted Services Terms, (3) the applicable Offer Details, and (4) any other
documents in this agreement.
j. Survival. The terms in Sections 1, 2.e, 3.b, 4, 5, 6, 8, and 9 will survive termination or expiration
of this agreement.
k. U.S. export jurisdiction. Some Products are subject to U.S. export jurisdiction. You must
comply with all applicable laws, including the U.S. Export Administration Regulations, the
International Traffic in Arms Regulations, and end-user, end-use and destination restrictions
issued by U.S. and other governments.
l. Force majeure. Neither party will be liable for any failure in performance due to causes beyond
that party’s reasonable control (such as fire, explosion, power blackout, earthquake, flood,
severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism
(including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or
omissions of regulatory or governmental bodies (including the passage of laws or regulations
or other acts of government that impact the delivery of Hosted Services)). This Section will not,
however, apply to your payment obligations under this agreement.
m. Contracting authority. If you are an individual accepting these terms on behalf of an entity,
you represent that you have the legal authority to enter into this agreement on that entity’s
behalf.
9. Definitions.
Any reference in this agreement to “day” will be a calendar day.
“Acceptable Use Policy” is set forth in the Hosted Services Terms.
“Affiliate” means any legal entity that a party owns, that owns a party, or that is under common
ownership with a party. “Ownership” means, for purposes of this definition, control of more than a
50% interest in an entity.
“Consumption Offering”, “Commitment Offering”, or “Limited Offering” describe categories of
Subscription offers and are defined in Section 2.
“Customer Data” is defined in the Hosted Services Terms.
“Customer Solution” is defined in the Hosted Services Terms.
“End User” means any person you permit to access Customer Data hosted in the Hosted Services
or otherwise use the Hosted Services, or any user of a Customer Solution.
“PARIS Philippines Services” means one or more of the PARIS Philippines services and features
“Non-PARIS Philippines Product” is defined in the Hosted Services Terms.
“Offer Details” means the pricing and related terms applicable to a Subscription offer, as stated in
the initial service offer or renewal.
“Hosted Services” means any of the PARIS Philippines-hosted Hosted services subscribed to by
Customer under this agreement.
“Hosted Services Terms” means the terms that apply to your use of the.
“Product” means any Hosted Service (including any Software).
“SLA” means the commitments we make regarding delivery and/or performance of an Hosted
Service, as stated in the Offer Details.
“Software” means software we provide for installation on your device as part of your Subscription
or to use with the Hosted Service to enable certain functionality.
“Subscription” means an enrollment for Hosted Services for a defined Term as specified on the
Offer Details. You may purchase multiple Subscriptions, which may be administered separately
and which will be governed by the Offer Details of a separate PARIS Philippines Hosted
Subscription Agreement.
“Term” means the duration of a Subscription as indicated in the Offer Details. (e.g., 30 days or 12
months).
January 2017