Terms of ServiceSoftware Subscription
PARIS Technologies International, Inc. (“PARIS”) and you have entered into an order or statement of work (“Order”),
pursuant to which PARIS will make certain products and/or services available to you. References to “you” in this
Software Subscription Agreement means the entity that is a party to the Order. This Software Subscription
Agreement applies to your use of the software that has, or will be, made available to you for download, installation,
and use on a subscription basis (“Software”) and this Software Subscription Agreement is incorporated by reference
into your Order. By signing the Order, you agree to be bound by the terms and conditions set forth in this Software
Please read this Software Subscription Agreement carefully and thoroughly. If you do not accept this Software
Subscription Agreement, then you are not granted a license to the Software and are not authorized to access,
download, install, or use the Software. To the extent of any conflict between the terms regarding the Software in the
Order and the terms in this Software Subscription Agreement, the terms in this Software Subscription Agreement
PARIS will provide you with a License Fact Sheet that summarizes the scope of your license to the Software. In the
event there are any discrepancies between your understanding of the scope of the license granted to you and the
scope summarized in the License Fact Sheet, you must provide PARIS with written notice immediately after your
receipt of the License Fact Sheet.
2. INSTALLATION AND USE RIGHTS:
PARIS hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited license to download, install,
and use the Software during the subscription term set forth in the Order for your internal business purposes and in
accordance with (a) the online user documentation for the Software, (b) this Software Subscription Agreement, and (c)
the Order (including any limitations on the number of users or instances).
3. RESERVED RIGHTS:
The Software is licensed on a subscription basis, not sold. The Software is owned by PARIS, or its suppliers and is
protected by copyright laws and international treaties. Except for the limited licensed rights granted herein, all other
rights to the Software are reserved. You will not (and have no right to) (a) resell, lease, rent, or distribute the
Software in any way or use the Software to provide processing services to third parties or otherwise use the Software
on a ‘service bureau’ basis (whether for commercial gain or otherwise); (b) reproduce, modify, adapt, or create
derivative works of any part of the Software; (c) reverse engineer, decompile, or disassemble the Software; (d)
interfere with any license key mechanism in the Software or otherwise circumvent mechanisms in the Software
intended to limit your use; (e) remove, minimize, block, or modify any notices of PARIS or its suppliers in the Software;
(f) use the Software in any way that violates any law or regulation; (g) use the Software for competitive analysis or to
build competitive products; or (h) authorize, permit, or encourage any third party to do any of (a) – (g) above.
PARIS has the right to verify your compliance with this Software Subscription Agreement at any time. You must
promptly provide any information requested by PARIS in furtherance of the verification, including access to systems
running the Software.
5. TERM AND TERMINATION:
The license subscription term is specified in the Order. Unless you renew the subscription, your rights to use the
Software will terminate at the end of the subscription term.
If you breach any of your obligations under this Software Subscription Agreement or any other provision of the Order
(including any nonpayment of invoices when due), PARIS has the right to terminate your licensed rights to the
Software and de-activate your license key if you do not cure such breach within three (3) days after being provided
with notice of the breach. In the event you cure the cause of the termination after the expiration of such cure period,
PARIS may reinstate your license key and charge you a reinstatement fee.
If you do not desire to continue to license the Software after the expiration of the subscription period, you must notify
PARIS in writing at least one (1) year prior to the expiration of the subscription period.
Unless you notify PARIS that you do not wish to renew the license at least one (1) year prior to the expiration of the
subscription period, your subscription to Software will automatically renew for the subscription period specified in the
Order and PARIS will invoice you for the Software subscription at the then-current price.
You may terminate your license to the Software at any time during a subscription period; however, no refund
(whether pro-rated or not) will be provided and you will be responsible for payment of the full contracted subscription
term as specified in the Order and PARIS will invoice you for the balance due.
If your license is terminated or expires, you will not be able to access the Software or any data stored in the Software.
6. THIRD PARTY PRODUCTS; SYSTEM REQUIREMENTS:
The Software may integrate with, and may require the use of, various third party products, services, and hardware
(“Third Party Products”). You are responsible for (a) obtaining Third Party Products and all costs associated therewith and (b) complying with all terms and conditions applicable to Third Party Products. PARIS does not warrant
or support Third Party Products and PARIS shall have no responsibility or liability to you arising out of Third Party
You are responsible for ensuring that your systems meet the hardware, software, and any other applicable system
requirements for the Software for your application. Your application of the software may demand higher processing
and resource requirements, which may increase over time. PARIS’s technical support team can help you determine
the requirements for your application. These services can be purchased separately from PARIS (and shall be subject
to the Consulting Services Agreement).
7. PRICING AND PAYMENT:
Pricing and payment terms are considered confidential and are set forth in the Order. Additional pricing and payment
terms set forth in this Section will apply to the Software.
PARIS shall invoice you for amounts due and you shall pay invoices per the terms of the Order and as noted in the
invoice. Subscription terms are typically paid quarterly, in advance. All amounts payable are exclusive of applicable
sales, use, VAT, and other taxes or similar governmental charges that may be assessed in any jurisdiction. You
agree to (a) pay a service fee on any unpaid, past-due amounts equal to the lesser of one and one-half percent (1.5%)
per month or the maximum amount permitted by law and (b) reimburse PARIS for all reasonable expenses incurred
in collecting any payments due, including any bank charges for returned checks, collection agency fees, and legal
expenses (including attorneys’ fees and court costs).
8. LIMITED WARRANTY:
PARIS warrants that the Software will perform substantially in accordance with the online user documentation for a
period of ninety (90) days from the date you receive access to the Software. PARIS’s entire liability and your
exclusive remedy shall be, at PARIS’s option, either (a) return of the price paid for the license to the Software or (b)
repair or replacement of the Software that does not meet PARIS’s Limited Warranty. This Limited Warranty is void if
failure of the Software has resulted from accident, abuse, misapplication, or unauthorized use. Any replacement
Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
9. DISCLAIMER OF WARRANTIES:
OTHER THAN THE LIMITED WARANTY SET FORTH ABOVE, PARIS EXPRESSLY DISCLAIMS ALL OTHER
WARRANTIES WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR COURSE OF
10. LIMITATIONS AND EXCLUSIONS OF LIABILITY:
EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF PARIS, IN NO
EVENT SHALL PARIS BE LIABLE FOR LOSS OF PROFITS OR INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS SOFTWARE SUBSCRIPTION
AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE FOR ANY CAUSE OF ACTION
INCLUDING TORT, CONTRACT, NEGLIGENCE, OR STRICT LIABILITY, EVEN IF PARIS HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF PARIS, IN NO
EVENT WILL THE TOTAL AGGREGATE LIABILITY OF PARIS ARISING OUT OF OR IN CONNECTION WITH
THIS SOFTWARE SUBSCRIPTION AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE FOR
ANY CAUSE OF ACTION INCLUDING TORT, CONTRACT, NEGLIGENCE, OR STRICT LIABILITY EXCEED THE
TOTAL SOFTWARE LICENSE FEE ACTUALLY PAID TO PARIS IN THE TWELVE (12) MONTHS IMMEDIATELY
PRIOR TO THE DATE OF THE EVENT GIVING RISE TO THE INITIAL CLAIM FOR WHICH DAMAGES ARE
You acknowledge that PARIS has set its prices and fees in reliance on the warranty disclaimers, risk allocation, and
limitations and exclusions of liability set forth in this this Software Subscription Agreement and the same form an
essential basis of the bargain between the parties.
11. DISPUTES; ARBITRATION:
All disputes arising out of or in connection with this Software Subscription Agreement shall be finally resolved by
binding arbitration in Philadelphia, Pennsylvania USA in accordance with the Rules of Arbitration of the International
Chamber of Commerce. The parties agree that this Software Subscription Agreement, and any and all tort claims
that may arise in connection with the Software, will be governed by the laws of the Commonwealth of Pennsylvania
USA, excluding the Convention on Contracts for the International Sale of Goods and that body of law known as
conflicts of laws. Notwithstanding the foregoing, nothing in this Software Subscription Agreement will prevent PARIS
from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations, or
enforcement or recognition of any award or order in any appropriate jurisdiction.
12. U.S. GOVERNMENT RESTRICTED RIGHTS:
The Software and the online user documentation are provided with RESTRICTED RIGHTS. Use, duplication, or
disclosure by the Government is subject to restrictions as set forth in subparagraphs (c) (1) and (2) of the Commercial
Computer Software–Restricted Rights at 48 CFR 52.227-19. Contractor/manufacturer is PARIS Technologies Inc.,
200 Hyde Park, Doylestown, PA 18902, USA. If licensee is a U.S. defense agency, this Agreement constitutes the
entire agreement between the parties, in accordance with the policy stated at Defense Federal Acquisition Regulation
Supplement (DFARS) at 48 CFR 227.7202-1.
13. EXPORT RESTRICTIONS:
You must comply with all domestic and international export laws and regulations that apply to the Software.
From time to time, you may choose to submit feedback to us. Feedback will not be considered your confidential
information, and PARIS may freely use, copy, disclose, and exploit any feedback in any manner without any
obligation, royalty, or restriction based on intellectual property rights or otherwise.
15. NO CONTINGENCIES:
You agree that your purchases hereunder are neither contingent on the delivery of any further functionality or
features nor dependent on any oral or written comments made by PARIS regarding future functionality or features.
We may modify this Software Subscription Agreement from time to time, with notice given to you by email, through
the Software, or through our website. Use of the Software after such modifications become effective shall constitute
your acceptance of such modifications; provided, however, the modifications will not apply during your then-current
subscription period and will become effective upon the first day of any renewal subscription period after.
17. GENERAL TERMS:
The relationship of the parties hereunder is in the nature of an independent contractor. PARIS may subcontract any
or all of its rights or obligations under this Software Subscription Agreement to affiliates or third parties. If any
provision of this Software Subscription Agreement is held to be void, invalid, or unenforceable, such provision shall
be enforced to the maximum extent permissible, and the remaining provisions of this Software Subscription
Agreement shall remain in full force and effect. The failure of either party to partially or fully exercise any right or the
waiver by either party of any breach shall not prevent a subsequent exercise of such right or be deemed a waiver of
any subsequent breach of the same or any other term of this Software Subscription Agreement. Any notice required
or permitted to be given under this Software Subscription Agreement shall be in writing and delivered to the address
set forth in the Order. Subject to PARIS’s right to modify the Software Subscription Agreement as set forth in Section
12, no amendment to the Order or this Software Subscription Agreement is effective unless it is in writing and signed
by both parties. This Software Subscription Agreement may not be assigned by you without the prior written consent