The licensor of [this website or product] (the “Sponsor”) has decided to use our product Parlor (“Parlor”) to assist in the development and communication between you and Sponsor. Parlor is a separate product from that of the Sponsor and is made available by Parlay App, inc., a Delaware corporation (“Parlay”), through our website and mobile applications and is subject to the terms of this legal agreement (this “Agreement”) between you and Parlay, as amended from time to time, and is also subject to the continuing effectiveness of an agreement (the “Master Agreement”) in place between Parlay and Sponsor.
In this Agreement, “we” and “us” mean Parlay and “you” means the person using Parlor. This Agreement discusses important limitations about the way you may use Parlor. Read this Agreement carefully. By using Parlor, you will be deemed to have accepted this Agreement. If you do not accept this Agreement or if your right to use Parlor has been terminated (see below), you may not use Parlor.
Notwithstanding the reference to Sponsor in this Agreement, this Agreement is solely between you and Parlay, and Sponsor has no liability to you under this Agreement.
Use. You are only authorized to use Parlor in connection with and for so long as the Master Agreement between Parlay and Sponsor is in effect, and only in connection with products and services of Sponsor.
Ownership. We (or the third parties providing materials through Parlor) retain all copyright and other proprietary rights in Parlor or the materials available through Parlor. You may not modify the materials in Parlor in any way or reproduce or publicly display, perform, or distribute or otherwise use them for any public or commercial purpose. The materials in Parlor are copyrighted and any unauthorized use of any materials from Parlor may violate copyright, trademark, and other laws.
Use of Submissions. You grant us the non-exclusive worldwide right to use, distribute, reproduce, modify, adapt and display Submissions to provide Parlor to you and Sponsor. In addition, you grant us the non-exclusive perpetual, irrevocable, worldwide right to use, reproduce, modify and adapt Submissions in order to provide Parlor to other customers, for benchmarking purposes, improvements to products and services, and creation of Aggregated Non-Personal Information so long in the course of such actions we do not disclose Submissions to third parties (other than Sponsor) or disclose you as the source of the Submissions (it being understood we can use subcontractors for that purpose so long as they are similar limited). Further, you acknowledge that nothing herein limits our use of Aggregated Non-Personal Information to the full extent permitted by applicable law, including without limitation for benchmarking, improvements to products and services, or marketing.
“Submissions” means Communications, Registration Information, Customer Service Communications or Log Information. “Registration Information” is any information provided when voluntarily registering for use of Parlor, including, but not limited to, username and password and email address, and which may include Personal Information.
“Customer Service Communications” is any information that is reported to us about the operation of Parlor, including bug reports or requests for enhancements. “Log Information” is information servers automatically record relating to the usage of the system which may include information such as Internet Protocol address, other addressing information, the date and time of requests and authentication tokens used to validate the identity of a user.
“Communications” means information, data, text, software, music, sound, photographs, graphics, video, messages or other materials you expressly made available through Parlor.
“Aggregated Non-Personal Information” is information about users and their use of Parlor (which may be derived from Submissions) collected or combined in such manner so that it no longer reflects or references you or any individually identifiable user.
“Personal Information” is information that you provide to us which personally identifies your individually, such as by name, email address or billing information.
Compliance With Standards of Conduct. You agree not to use Parlor in violation of our standards of conduct posted at www.parlor.io/conduct as amended from time to time, in particular you may not: use Parlor in a manner that would cause you or us to violate any applicable law or regulations in force from time to time relating to Parlor; interfere with or disrupt Parlor or take any steps to interfere with or in any manner compromise any security measures with respect to Parlor or any data or file transmitted, processed or stored on or through Parlor.
Disclaimers and Limitation of Liability. Parlor is provided “AS IS” without warranties of any kind including warranties of merchantability, fitness for a particular purpose, or non-infringement of intellectual property. Applicable law may not allow the exclusion of implied warranties, so this exclusion may not apply to you. In no event will we, our suppliers, or other third parties be liable for any damages whatsoever (including, without limitation, those resulting from lost profits, lost data or business interruption) arising out of the use, inability to use, or the results of use of Parlor, whether based on warranty, contract, tort or any other legal theory and whether or not we have been advised of the possibility of such damages. Applicable law may not allow the exclusion or limitation of incidental or consequential damages, so these limitations or exclusions may not apply to you.
Release. Any arrangement between you and Sponsor relating to your use of Parlor is solely between you and Sponsor; we are not a party to any such agreement. Any issues concerning that relationship must be resolved directly by you and Sponsor. We will not be held responsible and expressly disclaim any liability whatsoever for any claims, demands or damages direct or indirect of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such issues. By using Parlor, you do hereby represent, understand, and expressly agree to hold us harmless for any claim or controversy that may arise from any disputes between you, any other user(s) of Parlor or Sponsor.
Indemnification. You agree to indemnify, hold harmless and defend us and our subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, at your expense, against any and all third party claims or demands, actions, proceedings and suits and all related liabilities, damages, settlements, penalties, fines costs and expenses (including, without limitation, reasonable attorney’s fees and other dispute resolution expenses) incurred by us, due to or arising out of your Submissions, your use or misuse of Parlor, your connection to Sponsor, your violation of this Agreement, or your violation of any rights of another.
Changes; Termination. Certain provisions of this Agreement may be superseded by expressly designated legal notices or terms located on particular parts of Parlor. We may, at any time, modify Parlor, or stop (permanently or temporarily) providing Parlor (or any features within Parlor) to you at our sole discretion and for any reason, and without notice, without liability to you or any person, including without limitation if we believe you have breached or may breach any provision of this Agreement; or if the provision of Parlor to you is, in our opinion, no longer commercially viable. Upon any such termination, the provisions of this Agreement shall continue in effect except you are no longer authorized to use Parlor; termination shall not relieve you for liability for breach occurring prior to termination.
Amendment and Updating of this Agreement; Electronic Signatures. We may desire to make changes to this Agreement from time to time to update it, for example to add references to different products and services, or provide for payment for the use of Parlor. We may specify amended or updated terms that apply to the use of Parlor after the effective date of such amendment or update, and we will make a new copy of this Agreement available to you and may require you to accept it as a condition to the continued provision of Parlor to you. In addition, the continued use of Parlor after receipt of such amended terms shall constitute your agreement to such amended terms. In addition, any modification, amendment, or waiver of any provision of this Agreement shall be effective if in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, you hereby agree to the use of electronic signatures, contracts, orders and other records and to electronic delivery of notices, policies and records of transactions initiated or completed through Parlor. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records.
General. We administer Parlor from our offices in the Commonwealth of Massachusetts, USA. We make no representation that Parlor is appropriate or available for use outside the United States, and access to Parlor from territories where its use is illegal is prohibited. You may not use or export or re-export Parlor or materials found thereon or any copy or adaptation in violation of any applicable laws or regulations including without limitation U.S. export laws and regulations. If you choose to access Parlor from outside the United States, you do so on your own initiative and are responsible for compliance with applicable local laws. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to any principles of conflicts of laws. You and we agree to submit to the exclusive jurisdiction of the state and federal courts located in Suffolk County, Massachusetts, USA, to resolve any legal matter arising from this Agreement. Notwithstanding this, you agree that we shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
ELIGIBILITY; Use by Minors. You may not use Parlor and may not accept this Agreement if (a) you are not of legal age (either under the laws of the Commonwealth of Massachusetts or the laws of the jurisdiction of which you are a resident or from which you use Parlor) to form a binding contract with us, or (b) you are a person barred from using Parlor under the laws of the United States or other countries including the country in which you are resident or from which you use Parlor. Any individual under the age of 18 years (“Minor”) must have a parent or guardian accept this Agreement in order for such Minor to use Parlor. A parent or guardian who accepts this Agreement on behalf of a Minor will be primarily liable for ensuring complete and proper compliance with this Agreement, including any payment obligation. A parent or guardian who accepts this Agreement on behalf of a Minor will continue to be primarily liable for the obligations mentioned in this Agreement even when the Minor has attained the age of 18, unless the parent or guardian obtains our express written consent to the contrary.
Age Limitation. Parlor is not directed to person under the age of 13 and should not be used by any person under the age of 13. If you become aware that your child has provided us with personal information without your consent, please contact us at firstname.lastname@example.org. If we become aware that a person under 18 has registered to use Parlor, we take steps to terminate that person’s account.
CONTACTING US. If you have any questions about this Agreement or Parlor you may contact: email@example.com