Paradox Beta Services Terms

These Paradox Beta Services Terms (“Terms”) constitute a legal agreement between you, if you are using the Services in your personal capacity, or the entity or company that you represent, if you are using the Services in your capacity as a representative of such entity or company ( “Client”, “you”, or “your”), on the one hand, and Paradox, Inc. on the other hand (“Paradox”, “us”, “our”, or “we”) and apply to and govern your use of Paradox’s beta products and services (“Beta Services”). By using any Beta Services, you agree to these Terms.

Your use of the Beta Services shall be governed by: (i) these Terms and any ordering document by and between you and Paradox referencing these Terms; and (ii) as applicable, and subject to the remainder of these Terms, the services agreement governing the order form(s) pursuant to which Paradox is providing you with paid products and/or services (your “Agreement”). With respect to Beta Services, in the event of a conflict between these Terms and your Agreement, these Terms shall prevail.

The Beta Services may be a separate, stand-alone service, accessible apart from the currently available Paradox products and services (“Services”) or may be a feature or functionality for existing Paradox Services. A description of the Beta Service may be provided prior to or at the time you use a Beta Service or if we make changes to the Beta Service. By agreeing to and complying with these Terms, we grant you a non-exclusive, revocable, non-transferable, non-sublicensable, limited license to use the Beta Services.

By accepting these Terms or using the Beta Services, you agree that the Beta Services are being provided as a “Beta” version and are made available on an “As Is” or “As Available” basis. The Beta Services may contain bugs, errors, and other problems. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE BETA SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. In addition, we are not obligated to provide any maintenance, technical, or other support for the Beta Services.

The Beta Services are made available to you for the purposes of evaluation and feedback without compensation or reimbursement. Communication between you and Paradox during your use of the Beta Services is important, and you agree to receive related correspondence and updates from us.  In the event you request to opt out from such communications, your use of the applicable Beta Services may be discontinued.

As part of using the Beta Services, you may be asked to provide feedback regarding your use of the Beta Services. You acknowledge that Paradox owns any feedback provided, and you hereby assign and agree to assign in the future to Paradox, all rights to such feedback. In addition, you grant to us, if for any reason it is needed, a perpetual, irrevocable, royalty-free worldwide license to use and/or incorporate such feedback into any of our products or services at any time in our discretion, without any attribution to you. We may also monitor your use of the Beta Services and use that information to improve the Beta Services or our other Paradox Services.

You agree that we own all right, title and interest in and to the Beta Services, including all related Intellectual Property Rights, and except for the license provided herein, no other rights to any of the Paradox Services is granted by these Terms. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or in the future in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

Paradox will own and retain all right, title and interest in and to (i) all improvements, enhancements or modifications to the Services and Beta Services, (ii) any software, applications, inventions or other technology developed in connection with delivering the Beta Services to Client, and (iii) all related Intellectual Property Rights. In addition, and notwithstanding any other provision of the Agreement or these Terms, Paradox may use data that we collect and process in connection with the Beta Services, including electronic data or information submitted, provided, uploaded, transmitted, imported displayed, or otherwise made available by Client to Paradox through the Beta Services (including Personal Information) ("Client Data"), and other information related to the provision, use and performance of various aspects of the Beta Services and related systems and technologies, (i) to detect security incidents and protect against fraudulent and illegal activity;  (ii) to build, improve and enhance the quality or performance of the Services (“Improvement Data”), (iii) for other development, diagnostic and corrective purposes in connection with Paradox offerings, and (iv) to produce analyses, data and/or reports relating to the Services that derive from and/or relate to the data processed through the Beta Services that is aggregated and/or deidentified (together with the Improvement Data, “Output Data”). Paradox will not use Output Data to re-identify a person.  Except for Client Data, which is owned by you, Paradox owns all right, title, and interest, including all Intellectual Property Rights, in and to the Output Data, which is the Confidential Information of Paradox. No licenses to such data are granted to Client, whether express, implied, by estoppel or otherwise.

Nothing in these Terms gives you a right to use any of our trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.  Except to the extent permitted by law, you may not modify, distribute, prepare derivative works of, reverse engineer, disassemble, decompile or otherwise attempt to decipher any code in connection with the Beta Services and/or any other aspect of Paradox’s technology.

These Terms will remain in effect for as long as you use the Beta Services. We reserve the right to modify or terminate the Beta Services and/or your use of the Beta Services, at any time, in our discretion, for any reason or no reason, with or without notice and without liability. You may similarly discontinue your use of the Beta Services at any time.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANYTHING SET FORTH IN THE AGREEMENT, AS APPLICABLE, OR OTHERWISE, TO THE CONTRARY, THE BETA SERVICES ARE PROVIDED BY PARADOX ON AN “AS IS” BASIS AND AS AVAILABLE, AND YOUR ACCESS TO AND/OR USE OF THE BETA SERVICES, IS AT YOUR SOLE RISK. TO THE EXTENT PERMITTED BY LAW, PARADOX EXPRESSLY DISCLAIMS ALL, AND YOU RECEIVE NO, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PARADOX MAKES NO WARRANTY THAT ANY OF THE BETA SERVICES WILL MEET YOUR REQUIREMENTS AND/OR THAT THE BETA SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, OR AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE BETA SERVICES OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE BETA SERVICES. YOU UNDERSTAND AND

AGREE THAT ANY MATERIAL AND/OR DATA OBTAINED THROUGH THE USE OF THE BETA SERVICES IS DONE AT YOUR SOLE RISK. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PARADOX OR THROUGH THE BETA SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

NOTWITHSTANDING ANYTHING SET FORTH IN THE AGREEMENT, AS APPLICABLE, OR OTHERWISE, TO THE CONTRARY, TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PARADOX OR ITS  AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL AND/OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES RELATED TO THESE TERMS AND/OR WHETHER DIRECT OR INDIRECT: (i) LOSS OF DATA, (ii) LOSS OF INCOME, (iii) LOSS OF OPPORTUNITY, (iv) LOST PROFITS, AND (v) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), VIOLATION OF STATUTE, OR OTHERWISE, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, PARADOX’S MAXIMUM LIABILITY IN CONNECTION WITH THE BETA SERVICES IS LIMITED TO $50.00.

You agree to hold harmless and indemnify Paradox, our affiliates and subsidiaries, officers, directors, agents, and employees from and against any third party claim arising from or in any way related to (i) your breach of the Terms, (ii) your use of the Beta Services, or (iii) your violation of applicable laws, rules or regulations in connection with the Beta Services.

You acknowledge and agree that: (i) the Beta Services constitute “Confidential Information”, (ii) you agree to hold such Confidential Information in strict confidence, (iii) you acknowledge that the successful market launch of commercial versions of the Beta Services requires you to keep all Paradox data and information discussed and/or made available in connection with the Beta Services strictly confidential; (iv) the premature release of any of the Confidential Information would damage Paradox’s competitive and intellectual property interests; and (iv) information about the Beta Services shall not be shared with anyone other than your directors, officers, employees, consultants, subcontractors, auditors, affiliates, suppliers, legal and financial advisors or other representatives (collectively, “Representatives”) who need to know such Confidential Information and who are under confidentiality obligations at least as protective as those in these Terms. Any action or inaction by your Representative that, if taken or failed to be taken by you, would constitute a breach of these Terms, will constitute a breach of these Terms by you, and you will be responsible for any breaches by your Representatives. You agree use the same degree of care to protect Confidential Information as you use to protect your own Confidential Information, but not less than reasonable care.

Notwithstanding the language of the above paragraph, you may disclose the Confidential Information in response to a valid court order, subpoena, civil investigative demand, law, rule, regulation (including, without limitation, any securities exchange regulation), or other governmental action, provided that, to the extent permitted by law: (i) Paradox is notified in writing prior to disclosure of the information, (ii) you use reasonable efforts to allow Paradox to obtain a protective order or, in the absence of a protective order, to limit the disclosure of, and obtain confidential treatment for, the Confidential Information, in each case, at Paradox’s expense, and (iii) you allow Paradox to participate in the proceeding that requires the disclosure at Paradox’s expense.

You agree that Paradox may have no adequate remedy at law if there is a breach or threatened breach of this Section 8 and, accordingly, Paradox is entitled (in addition to any legal or equitable remedies available to Paradox) to seek injunctive or other equitable relief without the necessity of proof of actual damages or posting a bond to prevent or remedy such breach.