Paradox Service Terms

These Terms of Service (as modified from time to time, these “Terms”) were last updated on October 22, 2025. Paradox, LLC, a Delaware limited liability company (“Paradox”), reserves the right to periodically modify these Terms, and such modifications will automatically become effective with respect to any new Order Form. Archived versions of the terms of service are available by emailing legal@paradox.ai.

These Terms are incorporated into each applicable Order Form, and together with the Order Form(s), constitutes a single agreement (the “Agreement”) between Client and Paradox (each a “Party” and together the “Parties”). 

a. “Affiliate” means, with respect to a Party, any entity that, directly or indirectly, controls, is controlled by or is under common control with such Party, where “control” is defined as the ownership of at least fifty percent (50%) of the equity or beneficial interests of such entity.

b. “Applicable Law” means any local, state, national and/or foreign law, treaties, and/or regulations, in each case, to the extent applicable to such Party in the performance of its obligations or exercise of its rights under the Agreement.

c. “Client Data” means the electronic data or information submitted, provided, uploaded, transmitted, imported, or otherwise made available by or on behalf of Client to Paradox through the Cloud Software, including Personal Information.

d. “Cloud Software” means the Paradox software-as-a-service made available to Client pursuant to the Agreement as set forth on an Order Form, including any related improvements, modifications, and updates. For purposes of clarification, Cloud Software excludes Professional Services and other services.

e. “Documentation” means the current version of the Workday, Inc. (“Workday”) electronic administrator guide for the Cloud Software, which may be updated by Paradox from time to time.

f. “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.

g. “Order Form” means any ordering document, including a statement of work or order form, pursuant to which Client purchases Professional Services or subscribes to Cloud Software, that is signed by an authorized representative of each Party and references the Terms. In the event of a conflict, the provisions of an Order Form will take precedence over the provisions of these Terms and over any other exhibit or attachment.

h. “Personal Information” or “Personal Data” shall have the meaning set out in the Data Processing Addendum incorporated by reference and located at https://www.paradox.ai/legal/dpa (the “DPA”).

i. “Professional Services” means the professional services to be provided by Paradox to Client as described in an Order Form, which may include integration, configuration, and implementation services.

j. “Sub-Processor” means a Supplier that receives Personal Information for processing activities to be carried out on behalf of Client.

k. “Supplier” means a third party that supports Paradox in delivering the Services to Client.

l. “User” means an individual that is authorized by or on behalf of Client to access or use the Cloud Software. A User may include an employee of Client or its Affiliates, or other third parties, provided such third party is not a direct competitor of Paradox.

A. Provision of Cloud Software.

Paradox will make the Cloud Software available to Client for Client’s internal business purposes, subject to the terms and conditions of the Agreement.

B. Cloud Software Requirements.

Paradox may make commercially reasonable changes to the Cloud Software without notification or consent, provided the changes do not materially decrease the features or functionality of the Cloud Software during the term of Client’s subscription to the Cloud Software. Paradox will comply with Applicable Law.

C. Data Security.

Paradox has implemented and will maintain a commercially reasonable, risk-based, written, information security program that includes administrative, technical, and physical safeguards designed to protect the Cloud Software and Client Data against accidental, unauthorized, or unlawful access, disclosure, destruction, loss, or misappropriation, consistent with ISO 27001, SOC 2 Type II, or equivalent industry standards. Upon receipt of Client’s written request, Paradox shall make available to Client Paradox’s then-current SOC 2 Type II audit compliance reports for the Cloud Software to enable Client to verify Paradox’s compliance with its obligations under the Agreement. SOC 2 Type II audit compliance reports constitute Paradox’s Confidential Information and are subject to the confidentiality and non-use terms in this Agreement or a separate confidentiality agreement (as applicable).

A. GENERAL.

All Professional Services to be performed by Paradox will be described in an Order Form.

B. PARADOX'S OBLIGATIONS.

Paradox will perform Professional Services in a professional and workmanlike manner in accordance with customary industry standards using commercially reasonable care and skill, but Paradox will determine the method and means for performing the Professional Services.

C. DELIVERABLES.

Paradox does not provide any custom deliverables, products or services under the Agreement which would qualify as work-made-for-hire. Professional Services will be performed remotely unless otherwise specified in an Order Form, in which case, Client will be invoiced for expenses incurred in connection with Professional Services in accordance with Section 6(h) of the Agreement. Professional Services are provided for the purposes of implementing and configuring Client’s instance of the Cloud Software in accordance with Client’s instructions and requirements and such Professional Services are not intended as, and will not constitute, legal advice.

D. PROFESSIONAL SERVICES.‍

Paradox warrants that: (a) it will perform the Professional Services with reasonable skill and care, and (b) the professional staff it assigns to perform Professional Services will be competent and properly qualified (the “Professional Services Warranty”). If Paradox breaches the Professional Services Warranty, Paradox will correct deficiencies at no additional charge to Client, provided Client gives Paradox written notice of any deficiencies within thirty (30) days of delivery by Paradox. If Paradox is unable to correct the deficiencies after good faith efforts and at a commercially reasonable cost, Paradox will refund Client prorated amounts paid for the defective portion.

E. CLIENT INVOLVEMENT IN PROFESSIONAL SERVICES.

Paradox’s ability to provide Cloud Software and perform Professional Services depends on information and responses provided by Client. Client will: (i) provide the appropriate and necessary resources, and timely and accurate information and documentation, as reasonably requested by Paradox, to allow Paradox to provide the Cloud Software and perform Professional Services; (ii) carry out reviews and respond to requests for approval and information on a timely basis; (iii) ensure that Paradox has sufficient access to personnel familiar with Client’s requirements and with the expertise and authority necessary to permit Paradox to undertake and complete the Professional Services; (iv) make available to Paradox resources, materials, information, data, and/or facilities that Paradox may reasonably require to carry out its Professional Services; and (v) designate a project management contact for the purposes of communication with Paradox, who will be the primary point of contact for Client for matters relating to Paradox’s provision of Cloud Software and Professional Services. Client acknowledges that any delay in the performance of its obligations may impact Paradox’s ability to perform the Cloud Software and Professional Services, and Paradox will not be liable for any delay to the extent caused by Client’s failure to meet its obligations under the Agreement.

A. USE OF CLOUD SOFTWARE.

1. i. Client will: (A) use the Cloud Software solely for its internal business purposes and not for the benefit of any third parties, except as permitted by an applicable Order Form; (B) comply, and cause its Users to comply, with the Agreement, including any limitations on scope set out in the Order Form; (C) obtain all consents from third parties that Client has a business relationship with to integrate with the Cloud Software as set forth in an Order Form; (D) prior to providing, making available or permitting Paradox to process any Personal Information or other content or information in connection with the Cloud Software, provide or obtain, as the case may be, to or from applicable third parties (including Client’s contacts, Users, agents, administrators, candidates, and employees), all notices and consents required for Paradox to process such Personal Information, content and information in compliance with Applicable Law and ensure that all notices and consents are maintained as required by Applicable Law; (E) promptly notify Paradox of any unauthorized access or use of the Cloud Software, passwords, authentication credentials, or any unauthorized use, access, or disclosure of Client Data; and (F) comply with Applicable Law.
2. ii. Client will not: (A) 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 Cloud Software; (B) license, sublicense, sell,  resell, rent, lease, lend, transfer, assign, distribute, time share, offer in a service bureau, or commercially exploit the Cloud Software; use the Cloud Software to provide hosting services to third parties, or otherwise make the Cloud Software available to any third party, except as expressly permitted by the Agreement; (C) disable, interfere with or circumvent any aspect of the Cloud Software; (D) interfere with other users’ use of the Cloud Software; (E) engage in, promote or encourage illegal activity or the violation of the legal rights of third parties via the Cloud Software; (F) use the Cloud Software to generate, distribute, publish, facilitate or send marketing or otherwise commercial messages; (G) send any messages through the Cloud Software that are not directly related to recruitment, hiring, human capital management or candidate/employee engagement; (H) copy any features, functions, integrations, interfaces or graphics of the Cloud Software; (I) use the Cloud Software to send or store known viruses, worms, time bombs, Trojan horses, and other harmful, destructive, deceptive or malicious code, files, scripts, agents or programs; (J) use the Cloud Software to 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; (K) interfere with or disrupt the integrity or performance of the Cloud Software or the data contained in the Cloud Software; (L) gain or attempt to gain, or fail to use commercially reasonable efforts to protect against, unauthorized access to the Cloud Software or its related systems or networks or to the data of another Paradox client; (M) use the Cloud Software for any automated decision-marking purposes (such as employment decisions) that have legal effects, unless Client ensures a human being makes, reviews, or oversees the final decisions; or (N) subject the Cloud Software to any technical, application, or infrastructure security integrity review, penetration test, or vulnerability scan without the prior written consent of Paradox.

B. USERS.

User accounts cannot be shared or used by more than one User, except that Client may reassign access to new Users to replace former Users who no longer use the Cloud Software. Client and Users will keep passwords for their use of the Cloud Software confidential and secure. Any act or omission by a User will be treated as if it is an act or omission by Client under the Agreement, and Client is responsible for all acts and omissions of its Users.

C. EQUIPMENT.

Client is responsible for (i) obtaining and maintaining all equipment and ancillary services needed to connect to, access, and use the Cloud Software, including modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively “Equipment”); and (ii) maintaining the security of Equipment, Client accounts, and files that Client uploads to the Cloud Software.  Paradox will have no liability for Client’s inability to use or access the Cloud Software due to Client’s failure to comply with this Section 4(c).

D. SUSPENSION.

Notwithstanding anything to the contrary in the Agreement, Paradox may temporarily suspend Client’s and any User’s access to any portion or all of the Cloud Software if Paradox reasonably believes that (i) there is a threat or attack on the Cloud Software; (ii) Client’s or any User’s use of the Cloud Software disrupts or poses a security risk to the Cloud Software or any other client or Supplier of Paradox; or (iii) Client or any User is using the Cloud Software for unauthorized, fraudulent, or illegal activities (each, a “Service Suspension”). Paradox will provide written notice of any Service Suspension to Client and updates regarding resumption of access to the Cloud Software following any Service Suspension. Paradox will use commercially reasonable efforts to restore access to the Cloud Software as soon as practicable after the event giving rise to the Service Suspension is cured. Paradox will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Client or any User may incur as a result of a Service Suspension.

D. Client Third-Party Providers.

In connection with its use of the Cloud Software, Client may, and may request that Paradox, import data from and export data to third-party service providers used by Client (with whom Client has entered into separate terms), including via an integration with the Cloud Software (“Client Third-Party Providers”). In such an instance, Client authorizes Paradox to transfer (import and export), store, and process such data on Client’s behalf. Paradox will not be responsible for any act or omission of Client Third-Party Providers, including a Client Third-Party Provider’s access to, use, provision, modification, or deletion of Client Data. Paradox does not warrant or support any products or services provided by a Client Third-Party Provider.

A. SUPPLIERS

Paradox will make Client Data available to Suppliers as required to provide the Cloud Software and in accordance with the Agreement.

B. MESSAGING TERMS AND CONDITIONS.

Client and its Users may have access to Short Message Service (SMS), Multimedia Messaging Service (MMS) or other messaging services in connection with its use of the Cloud Software. Client will ensure its and its Users’ full compliance with Applicable Law and the requirements of any and all regulatory agencies with respect to such services, including the Telephone Consumer Protection Act (“TCPA”). For example, Client may be subject to the restrictions of the TCPA when Client messages any person for the purposes of marketing services to such person through automated systems. For additional information on messaging compliance, Client may review the practices contained in the latest versions of CTIA’s Short Code Monitoring Handbook and Messaging Principles and Best Practices (collectively, the “CTIA Resources”). The practices contained in the CTIA Resources are designed to protect consumers in a manner approved by wireless carriers.

C. SHORT AND LONG CODE REGISTRATION REQUIREMENTS.

Client agrees to cooperate with Paradox, and Client authorizes Paradox to take actions reasonably required for Paradox to deliver SMS and MMS services to Client, including, as applicable, Paradox providing “know your customer” information to messaging and telecom providers. “Know your customer” information may include Client’s address, business type, entity type, registration or EIN number, industry, website, and region of operations, and will be used to develop a trust score, which may, for example, affect message throughput. Client understands and agrees that Paradox does not control SMS or MMS message throughput and that failure to comply with the requirements of this Section 5(c) will materially affect Paradox’s ability to deliver phone numbers and SMS or MMS messages via the Cloud Software. Accordingly, notwithstanding anything in the Agreement, Paradox will have no liability for any damage, liabilities, losses or any other consequences that Client may incur as a result of any failure by Client to comply with this Section 5(c).

D. CARRIER RESTRICTIONS.

Client acknowledges that all phone numbers used in connection with the Cloud Software are subject to rules and restrictions imposed by telecommunications and messaging providers (“Messaging Service Providers”) and Messaging Service Providers may require Paradox and/or Client 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 the applicable Messaging Service Providers to minimize disruption to the Cloud Software.

A. FEES.

Client will pay all fees specified in an applicable Order Form (“Fees”). All Fees are in U.S. Dollars, unless otherwise agreed in the applicable Order Form, and are exclusive of all currency exchange fees. Client may not withhold, reduce, or set-off Fees owed under this Agreement.

B. PAYMENT AND INVOICING.

Unless stated otherwise in an applicable Order Form: (i) annual subscription Fees will be invoiced annually in advance, on or shortly after the effective date set out in the applicable Order Form (the “Order Form Effective Date”) or the applicable anniversary of the Order Form Effective Date; (ii) one-time fees shall be invoiced upfront, in full, on or shortly after the Order Form Effective Date; and (iii) invoices will be sent to Client via email to the Client’s designated billing contact. Paradox will submit an invoice to Client reflecting the Fees due and owing, and payment will be due and payable within thirty (30) days of invoice date, except Fees subject to a reasonable and good faith dispute pursuant to Section 6(d).

C. LATE PAYMENT.

Any payment not received by Paradox 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, payments subject to a good faith dispute pursuant to Section 6(d) will not accrue late charges.

D. DISPUTED PAYMENTS.

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

E. SUSPENSION FOR NON-PAYMENT.

Except with respect to Fees subject to a good faith dispute under Section 6(d), if Client’s account is more than thirty (30) days past due, in addition to any other rights or remedies Paradox may have under the Agreement or Applicable Law, Paradox may suspend the Cloud Software upon written notice, without liability, until such amounts are paid in full.

F. FUTURE FUNCTIONALITY.

Client agrees that its purchases under the Agreement are neither contingent on the delivery of any future functionality or features, nor dependent on any oral or written statements made by Paradox or its Representatives (defined below) regarding future functionality or features of the Cloud Software.

G. TAXES.

Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes, assessable by any applicable jurisdiction (collectively, “Taxes”). Client is responsible for paying all Taxes associated with its purchase and/or use of the Cloud Software. If Paradox has the legal obligation to pay or collect Taxes for which Client is responsible under this Section, Paradox will invoice Client and Client will pay that amount unless Client provides Paradox with a valid tax exemption certificate authorized by the appropriate taxing authority. Paradox is responsible for taxes assessable against it based on its income, property, and employees.

H. EXPENSES.

Paradox will be entitled to reimbursement by Client of all pre-approved, reasonable, out-of-pocket expenses directly related to performing the Professional Services.

A. DEFINITION OF CONFIDENTIAL INFORMATION

As used in the Agreement, “Confidential Information” means all confidential or proprietary information provided by or on behalf of a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) or its directors, officers, employees, consultants, contractors, auditors, Affiliates, Suppliers, Sub-Processors, legal and financial advisors, or other representatives who need to know such Confidential Information and who are under confidentiality and non-use restrictions at least as protective of Disclosing Party’s Confidential Information as this Agreement (collectively, “Representatives”) during a Subscription Term, including technical, business, financial, marketing or other information of every kind or nature (including trade secrets, know-how and information relating to the technology, 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 the Agreement (but not its existence or the Parties). Client Data will be considered Confidential Information of Client.

B. EXCLUSIONS.

Confidential Information does not include any information that: (i) is or becomes generally available or known to the public through no improper action or inaction by the Receiving Party; (ii) was rightfully known by the Receiving Party or its Representatives, without restriction, prior to receipt from the Disclosing Party; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (iv) Disclosing Party has agreed in writing that Receiving Party may disclose, including as set forth in Section 7(c) below.

C. CONFIDENTIALITY OBLIGATIONS.

Except as otherwise set forth in the Agreement, each Party will: (i) hold in strict confidence, and not transfer, convey or otherwise disclose or make available, the Confidential Information of the other Party, except to its Representatives, (ii) use the Confidential Information solely to perform its obligations or exercise its rights under the Agreement, and (iii) use the same degree of care to protect the other party’s Confidential Information as it uses to protect its own Confidential Information, but not less than reasonable care.  Any action or inaction by a Representative of the Receiving Party that, if taken or failed to be taken by the Receiving Party, would constitute a breach of Section 7, will constitute a breach of Section 7 by the Receiving Party, and the Receiving Party will be responsible for any breaches by its Representatives. 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 the Agreement.

D. PERMITTED DISCLOSURES.

Notwithstanding Section 7(c) above, 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 any securities exchange regulation), or other governmental action, provided that, to the extent permitted by law: (i) the Disclosing Party is notified in writing prior to disclosure of the information; (ii) the Receiving Party uses reasonable efforts to allow the Disclosing Party to obtain a protective order or, in the absence of a protective order, to limit the disclosure of, and obtain confidential treatment for, the Disclosing Party’s Confidential Information, in each case, at the Disclosing Party’s expense; and (iii) the Receiving Party has allowed the Disclosing Party to participate in the proceeding that requires the disclosure at the Disclosing Party’s expense.

E. 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 7 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. The obligations set forth in this Section 7 will survive any expiration or termination of the Agreement.

A. RESERVATION OF RIGHTS.

Paradox is and will remain the exclusive owner of all right, title and interest in and to the Cloud Software and Professional Services, including (i) all improvements, enhancements or modifications to the Cloud Software and Professional Services; (ii) any software, applications, inventions or other technology developed in connection with delivering the Cloud Software and Professional Services; and (iii) all related Intellectual Property Rights. In addition, and notwithstanding any language to the contrary in the Agreement, Paradox will have an unlimited, irrevocable, royalty-free, worldwide, perpetual, transferable and sublicensable (through multiple levels of sublicensees) right and license, but no obligation, to use and/or incorporate into the Paradox offerings, any suggestions, recommendations, requests or feedback relating to the Paradox offerings that are provided by or on behalf of Client. 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 the Agreement, will immediately upon creation or performance vest absolutely in, and will be and remain the property of, Paradox. Client will not acquire any right, title or interest in and to the Cloud Software or Professional Services or any related Intellectual Property Rights, except as expressly set forth in the Agreement.

B. CLIENT DATA.

As between Client and Paradox, Client owns all Client Data. Except as set out in the Agreement, Paradox will not acquire any rights in Client Data or any related Intellectual Property Rights.  Client Data shall only be used to (i) provide the Cloud Software and Professional Services, including to prevent or attend to service or technical problems; and (ii) detect security incidents and protect against fraudulent or illegal activity. Paradox may deidentify Client Data for the purposes set out in (i) and (ii) of the prior sentence (as deidentified “Deidentified Client Data”) and Client instructs Paradox to deidentify Client Data for such purposes.

C. PERSONAL INFORMATION.

Paradox will process Personal Information in accordance with the DPA.

D. IMPROVEMENT DATA.

Notwithstanding anything to the contrary in the Agreement, Paradox may use Deidentified Client Data (i) to build, improve and enhance the quality or performance of the Paradox offerings, including the training of Paradox’s natural language processing functionality; (ii) for other development, diagnostic and corrective purposes in connection with Paradox offerings; and (iii) to produce analyses, data and/or reports relating to the Paradox offerings (such data used for (i) through (iii) collectively, “Improvement Data”). Paradox owns all rights, title, and interest, including all Intellectual Property Rights, in and to the Improvement Data, which is the Confidential Information of Paradox. No licenses to such data are granted to Client, whether express, implied, by estoppel or otherwise.

A. TERM.

The initial term of this Agreement will begin on the date the applicable Order Form is signed by both Parties. As between Client and Paradox, the Agreement will terminate when all Client subscriptions to the Cloud Software have expired or are otherwise terminated as provided herein.

B. TERMINATION.

Either Party may terminate an Order Form for cause if the other Party: (i) to the extent permitted by Applicable Law, ceases doing business; (ii) to the extent permitted by Applicable Law, makes an assignment for the benefit of creditors or similar disposition of its assets, or becomes the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding, which is not dismissed within ninety (90) days; or (iii) 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. In addition, Client may terminate its subscription to the Cloud Software without cause at any time; however, Paradox will not provide any refunds of Fees already paid, and Client will promptly pay all unpaid Fees that are due and payable through the end of the Subscription Term. For purposes of clarification, a breach or termination of any Professional Services will not be considered a material breach or termination of this Agreement with respect to the Cloud Software.

C. CONSEQUENCES OF TERMINATION.

Upon the expiration or termination of this Agreement or an Order Form, (i) Client will immediately cease accessing or using the Cloud Software subscribed for under that Order Form; (ii) each Party will cease to use the other Party’s Confidential Information; (iii) all rights granted with respect to the Cloud Software subscribed for under that Order Form will immediately terminate; (iv) Client will promptly pay Paradox all amounts due, payable and owing under the applicable Order Form; and (v) Paradox will delete Client Data provided under that Order Form after thirty (30) days of the applicable expiration or termination, during which time Paradox will make available to Client the Client Data relevant to such Order Form in a .csv file. In the event Client rightfully terminates for cause pursuant to Section 9(b) of the Terms, Paradox shall refund to Client any prepaid Fees for Cloud Software to be delivered after the effective date of such termination.

A. WARRANTIES.

Paradox warrants that for the term of the applicable Order Form, the Cloud Software will perform materially in accordance with the Documentation. The Cloud Software 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, but Paradox will use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. 

B. DISCLAIMER.

EXCEPT AS EXPRESSLY SET FORTH IN THE TERMS, THE CLOUD SOFTWARE IS PROVIDED “AS IS” AND PARADOX, ON BEHALF OF ITSELF AND ITS REPRESENTATIVES, DISCLAIMS ALL WARRANTIES AND MAKES NO REPRESENTATION OR OTHER WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ACCURACY. CLIENT ACKNOWLEDGES THAT NEITHER PARADOX NOR ITS REPRESENTATIVES CONTROL CLIENT EQUIPMENT, NETWORKS OR SYSTEMS OR THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES (INCLUDING THE INTERNET). PARADOX DOES NOT WARRANT THAT THE CLOUD SOFTWARE WILL BE ERROR FREE OR UNINTERRUPTED. THE LIMITED WARRANTIES PROVIDED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CLIENT. PARADOX DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE CLOUD SOFTWARE.

A. INDEMNIFICATION BY PARADOX.

Paradox will defend, indemnify and hold Client harmless from any and all losses, including reasonable attorneys’ fees and any damages or costs finally awarded or entered into settlements (“Losses”) in connection with in connection with claims, demands, suits or proceedings made or brought against Client by a third party alleging that the Cloud Software infringes that third party’s Intellectual Property Rights (each, an “Indemnification Claim”); provided, that Client complies with the indemnification procedures set out in Section 11(e). If Client is enjoined from using the Cloud Software or Paradox reasonably believes it will be enjoined, Paradox will have the right, at its sole option, to obtain for Client the right to continue use of the Cloud Software or to replace or modify the Cloud Software so that it is no longer infringing. If Paradox determines that neither of those options is commercially reasonable, the use of the Cloud Software may be terminated at either Party’s option. In event of such a termination, Paradox will refund to Client any prepaid Fees for the Cloud Software that were to be provided after the effective date of termination. This provision will survive the termination or expiration of the Agreement.

B. EXCEPTIONS.

Paradox will have no liability for any Losses to the extent any Indemnification Claim arises from: (i) use or modification of the Cloud Software by Client, its Representatives, or Users in conflict with Client’s obligations or as a result of any prohibited activity as set forth under the Agreement; (ii) use of the Cloud Software in a manner inconsistent with the Documentation; (iii) use of the Cloud Software in combination with any other product or service not provided by Paradox; or (iv) use of the Cloud Software in a manner not otherwise contemplated by the Agreement.

C. EXCLUSIVE REMEDIES.

CLIENT AGREES THAT SECTIONS 9(c), 11(a) and 11(b) TOGETHER SET FORTH PARADOX’S SOLE AND EXCLUSIVE LIABILITY, AND CLIENT’S SOLE AND EXCLUSIVE REMEDY, FOR ANY INDEMNIFICATION CLAIM AND THAT THESE REMEDIES ARE IN LIEU OF ANY WARRANTIES OF NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

D. INDEMNIFICATION BY CLIENT.

Client will defend, indemnify and hold harmless Paradox, its Affiliates and their respective trustees, officers, employees, consultants, directors, and agents 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 4 of the Terms; (ii) Client’s use of the Cloud Software in violation of Applicable Law, or in a way that damages a third party; or (iii) Client Data.

E. INDEMNIFICATION Procedure.

If either Party becomes aware of a claim for which it is entitled to indemnification pursuant to this Section 11 of the Agreement (a “Claim”), such Party shall promptly provide the other Party with notice regarding the Claim; provided that the failure of a Party entitled to indemnification under this ‎Agreement (the “Indemnified Party”) to promptly provide such notice shall not relieve the Party obligated to indemnify the Indemnified Party (the “Indemnifying Party”) of any obligation it may have to indemnify, except and only to the extent that the Indemnifying Party’s ability to fulfill such obligation has been actually and materially prejudiced thereby. The Indemnifying Party shall control the defense of the Claim, but the Indemnified Party may participate in the defense of the Claim with its own counsel at its expense. The Indemnified Party shall, at the Indemnifying Party’s expense, cooperate fully with counsel selected by the Indemnifying Party in the defense of such Claim. The Indemnifying Party may not, without the Indemnified Party’s prior written consent, settle, compromise or consent to the entry of any judgment in any such commenced or threatened Claim, unless such settlement, compromise or consent: (i) includes an unconditional release of the Indemnified Party from all liability arising out of such commenced or threatened Claim and (ii) is solely monetary in nature and does not include a statement as to, or an admission of fault, culpability or failure to act by or on behalf of, the Indemnified Party.

A. LIMITATION OF LIABILITY.

EXCEPT WITH RESPECT TO (A) DAMAGES CAUSED BY GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, (B) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, (C) CLIENT'S PAYMENT OBLIGATIONS, AND (D) PARADOX'S REMEDIATION OBLIGATIONS IN CLAUSE 8.3, THE FOLLOWING LIMITATION OF LIABILITY CAPS WILL APPLY: IN NO EVENT WILL EITHER PARTYOR ITS AFFILIATES' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE FEES PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE IMMEDIATELY PRECEDING 12-MONTH PERIOD FOR THE SERVICE FROM WHICH THE CLAIM AROSE ("GENERAL CAP"), EXCEPT THAT FOR BREACH OF EITHER PARTY'S CONFIDENTIALITY, SECURITY, OR PRIVACY OBLIGATIONS, THE BREACHING PARTY'S TOTAL AGGREGATE LIABILITY WILL BE INCREASED TO FEES PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE IMMEDIATELY PRECEDING 24-MONTH PERIOD FOR THE SERVICE FROM WHICH THE CLAIM AROSE ("ENHANCED CAP").

B. EXCLUSION OF DAMAGES.

EXCEPT FOR EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT AND THE DIRECT DAMAGES IDENTIFIED IN CLAUSE 8.4, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE LIABILITY FOR LOST PROFITS OR REVENUES, LOSS OF USE OR DATA, BUSINESS INTERRUPTION, OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR COVER DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF THE PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSIONS IN THIS CLAUSE WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. CLIENT'S PAYMENT OBLIGATIONS WILL NOT BE CONSIDERED PARADOX'S LOST PROFITS.

C. PARADOX REMEDIATION OBLIGATIONS.

If unauthorized disclosure of or access to Personal Data is caused by Paradox's breach of its security, privacy, or data protection obligations under this Agreement (a “Security Breach”), Paradox will pay the reasonable and documented costs incurred by Client in connection with the following items: (a) costs of any required forensic investigation to determine the cause of the Security Breach; (b) providing notification of the Security Breach to applicable government and relevant industry self-regulatory agencies, to the media (if required by Law) and to individuals whose Personal Data have been disclosed or accessed ("Affected Individuals"); (c) providing a credit monitoring service to Affected Individuals who elect to receive it for a period of one year after the date on which such individuals were notified of the unauthorized disclosure or access, and (d) operating a call center to respond to questions from Affected Individuals for a period of one year after the date on which such individuals were notified of the unauthorized disclosure or access. Notwithstanding the foregoing, or anything in this Agreement to the contrary, Paradox will have no responsibility to pay costs of remediation to the extent they are due to gross negligence, willful misconduct or fraud by Client, its Affiliates or their respective Representatives.

D. DIRECT DAMAGES.

Subject to Section 12(a), and notwithstanding Section 12(b), if either Party breaches its obligations under this Agreement, the following will be considered direct damages: (a) amounts paid to affected third parties as damages or settlements in response to claims that flow directly from the breach; (b) amounts paid for fines and penalties imposed by any governmental authority arising from the breach; and (c) reasonable legal fees to defend against third-party claims arising from the breach.