These service terms were last updated on April 15, 2020. Paradox, Inc. (“Paradox”) reserves the right to periodically modify these service terms and such modification will automatically become effective in the next service term. Archived versions of the service terms are available by emailing legal@paradox.ai.

These terms and conditions are incorporated into the Order Form and together constitute a single agreement (the “Agreement”) between Paradox and Client (each a “Party” and together the “Parties”).


1. DEFINITIONS

1.1 "AFFILIATE"

“Affiliate” means any entity directly or indirectly controlling, controlled by or under common control with a Party and, for the purposes of this definition, such control means the direct or indirect power to vote fifty-percent (50%) or more of the securities or comparable interest for the election of directors or other managing persons of the controlled entity.

1.2 "CLIENT"

“Client” means a party that has entered into an Order Form with Paradox.

1.3 "CLIENT DATA"

“Client Data” means the electronic data or information (including any personal data) submitted, provided, uploaded, transmitted, imported, displayed, or otherwise made available by Client through the Services.

1.4 "CLOUD SOFTWARE"

“Cloud Software” means all Paradox software programs provided to Client pursuant to this Agreement and delivered via the software as a service (“SaaS”) software model, including, without limitation, any related improvements, modifications, updates, and associated documentation.

1.5 "INTELLECTUAL PROPERTY RIGHTS"

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter 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.

1.6 "ORDER FORM"

“Order Form” means any order form, statement of work, or other ordering document that references these terms and is signed by both Parties.

1.7 "SERVICES"

“Services” means all products and services delivered pursuant to this Agreement, including, without limitation, Cloud Software, professional services, and deliverables.

1.8 "SUB-PROCESSOR"

“Sub-Processor” means any entity which is engaged by Paradox or by any other sub-processor of Paradox who receives Client Data for processing activities to be carried out on behalf of Client.

1.9 "SUPPLIER"

“Supplier” means a third-party that supports Paradox in delivering the Cloud Software to Client, including, without limitation, Sub-Processors.

1.10 "USER"

“User” means any individual who, pursuant to the terms of an Order Form, is authorized to use the Services, and who has been provided a user identification and password by Client.


2. SCOPE OF SERVICES

2.1 PROVISION OF CLOUD SOFTWARE

Paradox will provide or make available the Cloud Software subject to the terms set out in this Agreement. The Cloud Software will be provided to Client for use in its ordinary course of business, by its personnel, contractors and/or agents. Client shall ensure that any Users of the Cloud Software adhere to the usage terms set forth in Section 3 of this Cloud Software Agreement (“CSA”).

2.2 THIRD-PARTY SERVICES

Paradox will make Client Data available to Suppliers as necessary for Suppliers to provide any third-party services that are required for Paradox to deliver the Cloud Software.

2.3 SECURITY

Paradox has implemented, and will deliver the Cloud Software in accordance with, commercially reasonable technical and organizational security measures.

2.4 CARRIER RESTRICTIONS

Client acknowledges that all phone numbers used in connection with Paradox Services are subject to rules and restrictions imposed by telecommunications and messaging providers (“Messaging Service Providers”). In order to comply with such rules and restrictions, Paradox may, as determined by a Messaging Service Provider, be required to discontinue use of a number or short code. In such an instance, Paradox will use commercially reasonable efforts to obtain additional numbers or short codes and work with our Messaging Service Providers to prevent any disruption in services delivered by Paradox to Client. If Paradox is unable to prevent discontinuance of its use of a number or short code or is unable to prevent material degradation in certain services due to restrictions imposed by Messaging Service Providers, Paradox may cease provision of the applicable portion of the affected Services.


3. CLIENT USE OF SERVICES

3.1 USE OF SERVICES

Client will use the Services subject to the terms set forth in this Agreement. Client shall not use the Services in any manner that exceeds the scope set forth in the applicable Order Form. Client shall not use the Services in a manner intended to avoid incurring fees. Where the Services are provided on a per User basis, User accounts cannot be shared or used by more than one User, except that use may be re-assigned to new Users replacing former Users who no longer use the Services. Client shall not create multiple Users to simulate or act as a single User. Users shall keep a secure password for use of the Services and Client shall take reasonable steps to ensure that each User shall keep the password confidential. For avoidance of doubt, Client may not reduce the quantity of Services including, but not limited to, the number of user subscriptions, set forth in an Order Form during the Term of that Order Form without the prior written consent of Paradox.

3.2 EQUIPMENT

Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively “Equipment”). Client shall also be responsible for maintaining the security of Equipment, Client accounts, Client passwords (including but not limited to administrative and User passwords and/or PIN) and Client files, and for all uses of the aforementioned.

3.3 CLIENT OBLIGATIONS

Client shall: (i) use the Services solely for its internal business purposes and not for the benefit of any third-parties, except as permitted by the applicable Order Form; (ii) comply, and cause it’s User’s to comply, with the Agreement; (iii) obtain all required consents from third-parties with whom Client has a business relationship (e.g. network providers or outsourced IT resource providers) necessary for Paradox to provide the Services; (iv) prior to providing personal data to Paradox, provide to, and obtain and maintain from, third-parties (including, without limitation, Client’s contacts, resellers, distributors, administrators, and employees) all notices and consents required for Paradox to process personal data under applicable law; (v) promptly notify Paradox of any unauthorized access or use of the Services, passwords, authentication credentials, or any unauthorized use, access, or disclosure of Client Data; and (vi) comply with all local, state, federal and foreign laws applicable to Client’s use of the Services.

3.4 RESTRICTIONS

To the extent permitted by law, Client shall not: (i) modify, copy, duplicate, download, reverse engineer, disable, decompile, translate, disassemble, create any derivative work of, or otherwise attempt to extract any or all of the source code, algorithms, proprietary technology, or analytics from, the Services; (ii) license, sublicense (if a license is ever granted), sell, resell, rent, lease, lend, transfer, assign, distribute, time share, offer in a service bureau, or commercially exploit the Services, use the Services to provide hosting services to third-parties, or otherwise make the Services available to any third-party other than as permitted under this Agreement; (iii) disable, interfere with or circumvent any aspect of the Services; (iv) interfere with other users use of the Services; (v) engage in, promote or encourage illegal activity or the violation of the legal rights of third-parties; (vi) generate, distribute, publish, facilitate or send unsolicited commercial messages (“spam”) in violation of applicable law; (vii) send any messages that are unrelated to recruitment, hiring, or candidate engagement; (viii) copy any features, functions, integrations, interfaces or graphics of the Services; (ix) send or store known viruses, worms, time bombs, Trojan horses, and other harmful, destructive, deceptive or malicious code, files, scripts, agents or programs; (x) send or store infringing, obscene, threatening, defamatory, obscene, racially or ethically offensive, libelous, fraudulent or otherwise unlawful or tortious material, including material that is harmful to children or violates third-party rights, including privacy rights; (xi) interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (xii) gain or attempt to gain, or fail to use commercially reasonable efforts to protect against, the unauthorized access to the Services or its related systems or networks or to the data of another Paradox client. Client shall not, without the prior written consent of Paradox, perform any technical, application, or infrastructure security integrity review, penetration test, or vulnerability scan.

3.5 MESSAGING TERMS & CONDITIONS

Paradox may provide Short Message Service (SMS) and Multimedia Messaging Service (MMS) to Client included within the Paradox Services. It is the Client’s responsibility to ensure its full compliance, and that of its users, with the requirements of any and all regulatory agencies, such as but not limited to the Telephone Consumer Protection Act (TCPA). Additionally, Client should review and adhere to the practices contained in the latest version of CTIA’s Short Code Monitoring Handbook and Messaging Principles and Best Practices Guide, as the practices contained within these documents are designed to protect consumers in a manner approved by wireless carriers.

3.6 PERSONAL DATA

If Paradox receives any personal data from or on behalf of Client in connection with Paradox’s provision of Services hereunder, then: (A) Paradox will only process such personal data for the purpose of providing the Services; (B) Paradox will not retain, use, or disclose such personal data for any purpose other than to perform the Services or outside of the direct business relationship between Client and Paradox; and (C) Paradox will not sell, rent, release, disclose, disseminate, make available, transfer or otherwise communicate such personal data to any third party for monetary or other valuable consideration. Notwithstanding the foregoing, Client acknowledges that Paradox may process certain personal data about the Client and/or its agents, representatives, employees, candidates, or other related third-parties for Client support and reporting purposes, including, without limitation: (i) supporting Client, managing Client’s account, and fulfilling Paradox’s obligations under this Agreement; and (ii) compiling aggregate statistics of the distribution and use of the Services. Client may request access to and correction of the personal data or exercise any other rights it may have in respect to such personal data. More details on Paradox’s processing activities are set out in its privacy policy, a current version of which (as of the effective date of the applicable Order Form) is available at www.paradox.ai/privacy-policy.


4. PROFESSIONAL SERVICES & TRAVEL

4.1 GENERAL

All professional services to be performed and deliverables to be developed by Paradox shall be described in an Order Form. Each Order Form will incorporate the terms and conditions of this Agreement.

4.2 TRAVEL

Paradox shall be entitled to reimbursement of out-of-pocket expenses directly related to performing the Services. Out-of-pocket expenses shall include reasonable and verifiable coach class travel, hotel accommodations and meal expenses that are incurred by Paradox and are directly related to the Services. All such expenses shall be reimbursed. Each invoice shall include copies of receipts for all out-of-pocket expenses that are submitted for reimbursement.


5. PAYMENT

5.1 FEES

Client shall pay all fees specified in the applicable Order Form in U.S. dollars, unless otherwise specified therein (“Fees”). Unless stated otherwise in the applicable Order From, the Fees will be invoiced annually in advance and are non-cancelable and non-refundable.

5.2 PAYMENT & INVOICING

Paradox will submit an invoice for Fees at which time payment shall be due and payable upon receipt of invoice by Client.

5.3 LATE PAYMENT

Any payment not received from Client by the payment due date will accrue simple interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. Notwithstanding the foregoing, payment subject to a good faith dispute pursuant to Section 5.4 will not accrue late charges.

5.4 DISPUTED PAYMENTS

Client may dispute part or the entirety of an invoice by: (i) providing written notice to Paradox of such dispute within ten (10) days of invoice receipt; (ii) providing a reasonably detailed description of the dispute, at least sufficient to allow Paradox to analyze the dispute, as part of the written notice; (iii) only submitting such dispute in good faith; (iv) paying all undisputed amounts when due; and (v) paying all disputed amounts promptly after resolution of such dispute.

5.5 SUSPENSION FOR NON-PAYMENT

Except with respect to fees subject to a good faith dispute under Section 5.4, if Client’s account is more than thirty (30) days past due, in addition to any other rights or remedies Paradox may have under this Agreement or by law, Paradox may suspend the Services upon ten (10) days written notice to Client, without liability to Client, until such amounts are paid in full.

TAXES

All Fees are exclusive of any sales or use taxes, value added tax, foreign withholding taxes, goods or services tax, or any and all similar taxes or legally imposed fees, duties or contributions based on such amounts payable, all of which shall be the sole responsibility of Client whether due now or subsequently imposed by any jurisdiction.


6. CONFIDENTIALITY

6.1 DEFINITION OF CONFIDENTIAL INFORMATION

As used in this Agreement, “Confidential Information” means all confidential or proprietary information belonging to either Party (the “Disclosing Party) and disclosed, made available to or learned by the other Party (the “Receiving Party”) during the term of this Agreement, including, without limitation, technical, business, financial, marketing or other information of every kind or nature (including, without limitation, trade secrets, know-how and information relating to the technology, Services, Cloud Software, designs, specifications and prototypes, clients, business plans, promotional and marketing activities, finances and other business affairs of such Party), third-party confidential information, and the terms and conditions of this Agreement (including pricing), and any information with respect to Client, including, without limitation, Client Data.

6.2 EXCLUSIONS

Confidential Information does not include any information that: (i) is or becomes generally available to the public through no improper action or inaction by the Receiving Party or any Affiliate, agent, consultant or employee of the Receiving Party; (ii) was properly in the Receiving Party’s possession or properly known by it, without restriction, prior to receipt from the Disclosing Party; (iii) was rightfully disclosed to the Receiving Party by a third-party without restriction; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

6.3 CONFIDENTIAL OBLIGATIONS

Subject to the terms of this Agreement, each Party shall: (i) hold in strict confidence all Confidential Information of the other Party, (ii) use the Confidential Information solely to perform its obligations or exercise its rights under this Agreement, and (iii) not transfer, display, convey or otherwise disclose or make available all or any part of such Confidential Information to any person or entity other than to its directors, officers, employees, consultants, subcontractors, auditors, and legal and financial advisors of such Party, and, in the case of Paradox, its Affiliates, Suppliers and subcontractors, (collectively, “Representatives”) who need to know such Confidential Information and who are under confidentiality obligations at least as restrictive as the terms of this Agreement. Each Party is responsible for any breaches of this Agreement by its Representatives. Except as otherwise expressly provided in this Agreement, neither Party shall use or disclose the Confidential Information of the other Party without the prior written consent of the disclosing Party. Each Party shall use the same degree of care to protect the Disclosing Party’s Confidential Information as it uses to protect its own Confidential Information, but in no circumstances less than reasonable care. The Parties agree that the Confidential Information of the other Party is, and will remain, the property of such other Party. The Receiving Party obtains no right, title, interest, or license in or to any of the Confidential Information of the Disclosing Party except for the rights expressly set forth in this Agreement.

6.4 PERMITTED DISCLOSURES

The Receiving Party may disclose the Confidential Information of the Disclosing Party 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: (i) to the extent permitted by applicable law or regulation, the Disclosing Party is notified in writing prior to disclosure of the information, (ii) the Receiving Party uses reasonable efforts to obtain a protective order or, in the absence of a protective order, to limit the disclosure of the Disclosing Party’s Confidential Information and to obtain confidential treatment thereof, and (iii) the Receiving Party has allowed the Disclosing Party to participate in the proceeding that requires the disclosure.

6.5 REMEDIES

Each Party agrees that the other Party may have no adequate remedy at law if there is a breach or threatened breach of this Section 6 and, accordingly, that either Party is entitled (in addition to any legal or equitable remedies available to such Party) to seek injunctive or other equitable relief without the necessity of proof of actual damages to prevent or remedy such breach.


7. PROPRIETARY RIGHTS

7.1 RESERVATION OF RIGHTS

Paradox is and will remain the exclusive owner of all right, title and interest in and to the Services, including, without limitation, any Intellectual Property Rights relating thereto. All Intellectual Property Rights in any work arising from or created, produced or developed by Paradox, whether alone or jointly with others, under or in the course of this Agreement, will immediately upon creation or performance vest absolutely in and will be and remain the property of Paradox, and Client will not acquire any right, title or interest in and to the same.

7.2 OWNERSHIP OF CLIENT DATA

Client is and will remain the exclusive owner of all right, title and interest in and to Client Data, including, without limitation, any Intellectual Property Rights relating thereto. Paradox shall not acquire any rights in Client Data except for those rights expressly specified in this agreement, including, without limitation, the right to access Client’s User accounts and Client Data to deliver services, respond to technical problems, and to otherwise perform its obligations under this Agreement.

7.3 CLIENT INPUT

Paradox will have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, license to use or incorporate into the Services any suggestions, enhancements, requests, recommendations or other feedback provided by Client.


8. TERM & TERMINATION

8.1 TERM

The term of the Agreement shall be set out in the applicable Order Form (the “Initial Term”) and will remain in effect until it expires or is terminated as set forth in this Section 8.3.

8.2 RENEWAL

Unless otherwise set forth in an Order Form, the Agreement shall automatically renew for a term of the same length as the Initial Term (the “Renewal Term”) unless either Party provides written notice of intent not to renew no later than thirty (30) days prior to the expiration of an Agreement’s then current term. In the event that an Agreement is automatically renewed as set forth in this Section 8.2, unless otherwise set forth therein, Paradox may increase Fees up to 3% per annum.

8.3 TERMINATION FOR CAUSE

Either Party may terminate an Agreement if the other Party: (i) becomes insolvent or ceases doing business for a period greater than ninety (90) days; or (ii) materially breaches any of its obligations under the Agreement and fails to cure such breach within thirty (30) days following written notice to the breaching Party.

8.4 CONSEQUENCES OF TERMINATION

Upon termination, where Client is the breaching Party: (i) Client shall immediately cease accessing or using the Services; (ii) all rights granted with respect to the Services will immediately terminate; and (iii) Client shall immediately pay Paradox all amounts owing under any Order Form. Upon termination, where Paradox is the breaching Party, (i) Paradox will cease collecting or processing Client Data, and (ii) delete or transfer to Client any Client Data, as provided for under this Agreement.

8.5 SURVIVAL

Sections concerning the Parties’ rights and obligations that by the content of the section operate after termination or that are necessary to enforce any right will survive termination of this Agreement.


9. WARRANTIES & DISCLAIMERS

9.1 Paradox shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Paradox or by third-party providers, or because of other causes beyond Paradox’s reasonable control. Paradox shall use reasonable efforts to provide advance notice of any scheduled service disruption. However, Paradox does not warrant that the Services will be uninterrupted or error free; nor does Paradox make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND PARADOX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.


10. INDEMNIFICATION

10.1 INDEMNIFICATION BY PARADOX

10.1 Indemnification by Paradox. Paradox shall defend, indemnify and hold Client and its trustees, officers, employees, agents and volunteers, harmless from any and all liabilities, claims, damages, obligations, actions, lawsuits, losses, judgements, fines, penalties, costs or expenses (including reasonable attorney’s fees) in connection with claims, demands, suits or proceedings made or brought against Client by a third-party alleging that the use of the Services as contemplated under this Agreement infringes any third-party’s Intellectual Property Rights (“IP Claim”); provided, however, that Client: (a) promptly gives written notice of the IP Claim to Paradox; (b) gives Paradox sole control of the defense and settlement of the IP Claim (provided that Paradox may not settle any IP Claim unless it unconditionally releases Client of all liability); and (c) provides to Paradox, at Paradox’s cost, all reasonable assistance. If client is enjoined from using the Service or Paradox reasonably believes it will be enjoined, Paradox shall have the right, at its sole option, to obtain for Client the right to continue use of the Services or to replace or modify the Services so that they are no longer infringing. If neither of the foregoing options is reasonably available to Paradox, the use of the Services may be terminated at either Party’s option. In event of such a termination, Paradox will continue to indemnify, defend, and hold Client and its trustees, officers, employees, agents, and volunteers harmless, and shall refund to Client any prepaid fees for the Services that were to be provide after the effective date of termination. This provision shall survive the termination or expiration of the Agreement or any amendment.

10.2 EXCEPTIONS

Paradox shall not be required to indemnify Client to the extent that the alleged infringement arises from: (1) use or modification of the Services by Client, its Affiliates, its employees, or Users in conflict with Client’s obligations or as a result of any prohibited activity as set forth under this Agreement; (2) use of the Services in a manner inconsistent with any applicable documentation; (3) use of the Services in combination with any other product or service not provided by Paradox; or (4) use of the Services in a manner not otherwise contemplated by this Agreement.

10.3 EXCLUSIVE REMEDIES

CLIENT HEREBY AGREES THAT SECTIONS 10.1 and 10.2 TOGETHER SET FORTH PARADOX’S ENTIRE LIABILITY AND CLIENT'S EXCLUSIVE REMEDY FOR ANY IP CLAIM.

10.4 INDEMNIFICATION BY CLIENT

Client shall defend, indemnify and hold Paradox and its trustees, officers, employees, agents and volunteers, harmless from any and all liabilities, claims, damages, obligations, actions, lawsuits, losses, judgements, fines, penalties, costs or expenses (including reasonable attorney’s fees) in connection with claims, demands, suits or proceedings made or brought against Paradox based on: (i) Client’s breach of Section (3) of this Agreement; (ii) Clients use of the Services in violation of any local, state, federal or foreign law applicable to Client’s use of the Services or in a way that damages a third-party; or (iii) any Client Data infringing Intellectual Property Rights.


11. LIMITATION OF LIABILITY

11.1 GENERAL LIABILITY CAP

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, EXCEPT FOR (i) NONPAYMENT OF FEES DUE AND PAYABLE BY CLIENT UNDER THIS AGREEMENT, (ii) DAMAGES ARISING OUT OF OR RELATING TO CLIENT’S VIOLATION OF PARADOX’S OR ITS SUPPLIERS INTELLECTUAL PROPERTY RIGHTS, (iii) DAMAGES ARISING OUT OF, OR RELATING TO, A PARTY’S BREACH OF SECTION 6 OF THIS AGREEMENT, (iv) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, OR (V) DATA PROTECTION LOSSES (WHICH ARE SUBJECT TO SECTION 11.2 BELOW), THE CUMULATIVE, AGGREGATE LIABILITY OF EITHER PARTY AND THEIR RESPECTIVE AFFILIATES TO THE OTHER PARTY FOR ALL CLAIMS RELATED TO THE SERVICES AND/OR THIS AGREEMENT (INCLUDING ALL ORDER FORMS) WILL NOT IN ANY EVENT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID OR PAYABLE TO PARADOX FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY CLAIM.

11.2 DATA PROTECTION LOSSES LIABILITY CAP

IN NO EVENT WILL PARADOX OR ITS AFFILIATES AGGREGATE LIABILITY IN RESPECT OF DATA PROTECTION LOSSES ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING ALL ORDER FORMS AND THE DATA PROCESSING ADDENDUM), EXCEED 200% OF THE FEES PAID OR PAYABLE BY CLIENT IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (OR IF NO FEES HAVE BEEN PAID OR PAYABLE IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT, THEN 200% OF THE FEES PAID OR PAYABLE IN THE MOST RECENT 12-MONTH PERIOD WHERE ANY FEES WERE PAID OR PAYABLE). TO THE EXTENT THAT ANY BREACH OF SECTION 6 (CONFIDENTIALITY) OF THIS AGREEMENT RELATES TO THE PROCESSING OF ANY PERSONAL DATA, THEN THE CAP IN THIS SECTION 11.2 APPLIES.

11.3 DAMAGES WAIVER

EXCEPT FOR: (i) NONPAYMENT OF FEES DUE AND PAYABLE BY CLIENT UNDER THIS AGREEMENT, (ii) DAMAGES ARISING OUT OF OR RELATING TO CLIENT’S VIOLATION OF PARADOX’S OR ITS SUPPLIERS INTELLECTUAL PROPERTY RIGHTS, (iii) DAMAGES ARISING OUT OF, OR RELATING TO, A PARTY’S BREACH OF SECTION 6 OF THIS AGREEMENT OR (iv) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER PARTY (OR THEIR RESPECTIVE AFFILIATES OR SUPPLIERS) IS LIABLE FOR ANY LOST PROFITS, LOST REVENUE, INTERRUPTION OF BUSINESS, LOSS OF BUSINESS INFORMATION, LOSS OF USE, DELETION OR LOSS OF DATA OR FAILURE TO STORE DATA, COSTS OF RECREATING DATA, OR THE COST OF ANY SUBSTITUTE EQUIPMENT SOFTWARE OR SERVICES (IN EACH CASE WHETHER DIRECT OR INDIRECT IN NATURE) OR FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, INDIRECT OR PUNITIVE DAMAGES ARISING IN ANY WAY OUT OF THE USE OF THE SERVICES OR THIS AGREEMENT REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND EVEN IF A PARTY IS INFORMED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES IN ADVANCE.

11.4 SOLE REMEDY

BOTH CLIENT AND PARADOX HEREBY AGREE THAT THE FOREGOING LIMITATIONS AND WAIVERS SET FORTH IN THIS SECTION 11 APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Further, any right of action, proceeding or claim permitted under or in connection with this Agreement and not brought within 24 months after the occurrence of the act, omission or event first giving rise to the liability is irrevocably waived.


12. GENERAL PROVISIONS

12.1 RELATIONSHIP OF PARTIES

The Parties are independent contractors. This Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

12.2 NOTICES

All notices must be in writing and in English and may be sent by email, except for notice of breach or demands for indemnification, which must be sent by either certified mail or internationally recognized courier to the address indicated in the relevant Order Form or such other address as either Party may indicate by at least ten (10) days prior written notice to the other Party.

12.3 WAIVER

No waiver of any right under this Agreement will be deemed effective unless contained in a writing signed by a duly authorized representative of the Party to be bound, and no waiver of any past or present right arising from any breach or failure to perform will be deemed a waiver of any future right arising under this Agreement.

12.4 ASSIGNMENT

Client may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Paradox. Notwithstanding the foregoing, Paradox may transfer and assign any of its rights and obligations under this Agreement without Client’s consent.

12.5 GOVERNING LAW

This Agreement shall be governed exclusively by the internal laws of the State of Arizona, without regard to its conflict of laws rules. Venue shall be in the state and federal courts for Maricopa County, Arizona. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods and Uniform Computer Information Transaction Act are expressly excluded from this Agreement.

12.6 EXPORT

Each Party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the generality of the foregoing, Client shall not make the Service available to any person or entity that: (i) is located in a country that is subject to a U.S. government embargo; (ii) is listed on any U.S. government list of prohibited or restricted parties; or (iii) is engaged in activitied directly or indirectly related to the proliferation of mass destruction.

12.7 PUBLICITY

Except as set forth herein, neither Party shall use the other Party’s name, logos or trademarks, without the prior written consent of the other Party, in any written press releases, advertisements and/or marketing materials. Notwithstanding the foregoing, Paradox may use Client’s name and logo in lists of clients and on its website. Such usage shall not be classified as an advertisement but an identification as an entity who receives Services from Paradox.

12.8 PURCHASE ORDERS

Nothing contained in any purchase order, clickwrap agreement, or other document or instrument issued by Client will in any way modify or add any additional terms or conditions to this Agreement, and any such modified or additional terms or conditions are expressly rejected and excluded from the Parties’ agreement hereunder.

12.9 ENTIRE AGREEMENT

This Agreement, including any appendices, schedules, exhibits, Order Forms, or addendums, sets forth the entire understanding and agreement between the Parties with respect to the subject matter hereof.

12.10 COUNTERPARTS & EXECUTION

This Agreement may be executed in counterparts, which taken together shall form one binding legal instrument. The Parties hereby consent to the use of electronic signatures in connection with the execution of this Agreement, and further agree that electronic signatures to this Agreement shall be legally binding with the same force and effect as manually executed signatures, provided that such signatures must be made using a technology designed for electronic signatures and a mere email which appears to state consent to an agreement or action shall not be considered an electronic signature.

12.11 ATTORNEY'S FEES & COSTS

The prevailing Party in any action or proceeding to enforce this Agreement, including any efforts to collect amounts due under this Agreement, is entitled to recover from the other Party its costs and attorney’s fees in addition to damages.

12.12 EQUITABLE RELIEF

Notwithstanding anything to the contrary contained in Section 12.6, any Party may immediately seek equitable relief (without the necessity of posting bond), including, without limitation, temporary injunctive relief, against the other Party in any court of competent jurisdiction with respect to any and all equitable remedies sought in connection with this Agreement. In addition, Paradox may, at its option, pursue any and all remedies available at law and in equity in any court of competent jurisdiction with respect to any claim against Client for nonpayment under this Agreement.

12.13 CUMULATIVE REMEDIES

Except as otherwise set forth in this Agreement and subject to the terms of this Agreement, including Section 10, all remedies available to either Party for breach of this Agreement are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy will not be deemed an election of such remedy to the exclusion of any other remedies.

12.14 INTERPRETATION

In the event of a dispute between the Parties, this Agreement will not be construed for or against either Party but will be interpreted in a manner consistent with the intent of the Parties as evidenced by the terms of this Agreement. Unless otherwise specified, “days” means calendar days.

12.15 SEVERABILITY

If any provision in this Agreement is invalid or unenforceable, that provision will be construed, limited, or modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, and the other provisions of this Agreement will remain in full force and effect.