Terms of Use

PARCL LABS, LLC
WEBSITE TERMS OF USE
Last Modified: April 25, 2024

The website located at https://www.parcllabs.com/ (individually and collectively, the “Website”) is published, owned, and operated by Parcl Labs, LLC, a Wyoming limited liability company, and/or its Affiliates (“Company”). These Terms of Use (these “Terms”) govern the user’s (“User”) access to and use of the Website whether accessed via computer, mobile device or otherwise.

1. ACCEPTANCE OF AGREEMENT

These Terms set forth the legally binding terms and conditions that govern all use of the Website and all content, services, and products offered by Company and/or its Affiliates, including, but not limited to, the Data Product accessible through the Website, sophisticated data aggregation services with respect to the Data Product, the tools to manipulate and organize the Data Product, information, insight, and education relating to the Data Product, associated blogs, forums, and websites, related mobile applications and web applications, and any successor website(s) (collectively with the Website, the “Services”). The Services are owned and operated by Company and/or its Affiliates. The Services are offered subject to User’s acceptance without modification of these Terms, Company’s privacy policy available at https://www.parcllabs.com/legal/privacy-policy, and as may be amended or updated from time to time (“Privacy Policy”), and all other applicable terms, rules, policies, and procedures that Company may publish from time to time with respect to the use of the Services (collectively, the “Agreement”), together with Company’s self-service API license agreement available at https://docs.parcllabs.com/docs/api-license-agreement, and as amended or updated from time to time (the “Self-Service API License Agreement”) or Company’s enterprise API license agreement to which Company and User may agree in writing, as amended or updated from time to time (the “Enterprise API License Agreement”).

Please read these Terms carefully before accessing or using the Website or the Services. By browsing the Website, completing the Account registration process, or accessing or using any other part of the Services, User agrees to become bound by the Agreement on behalf of User or the organization that User represents or that has authorized User to use the Services. If User is using the Services on behalf of an organization (such as User’s employer, a legal entity, or unincorporated decentralized autonomous organization), User represents and warrants that User has the authority to bind that organization to the Agreement. If User does not agree to all the terms and conditions of the Agreement, then User may not access the Website or use any other Services. The Services are available only to individuals who are at least 18 years old.

PLEASE BE AWARE THAT THE AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO USER IN THE EVENT OF A DISPUTE. PLEASE REFER TO SECTION 9.5 FOR MORE INFORMATION.

2. AMENDMENTS

Company reserves the right to amend the Agreement, at any time, with or without notice to User, as determined by Company in its sole discretion. User should check these Terms and Company’s Privacy Policy regularly for updates. By continuing to use the Website or any other Services after such notice is provided, User accepts and agrees to such amendments. If User does not agree to any such amendments, User must stop using the Website and the Services. If User has any questions about these Terms, Company’s Privacy Policy, Company’s Self-Service API License Agreement, or Company’s Enterprise API License Agreement, User may contact Company at support@parcllabs.com.

3. DEFINITIONS

Capitalized terms not otherwise defined in these Terms will have the following meanings:
(a) “Account” means a unique account that a User creates in order to access and engage with the Services by providing its email address and/or Wallet address to Company through the Website.
(b) “Account Information” means the information User provides to Company to register for the Services, including as applicable, email addresses and Wallet addresses, as well as the username, password, and API Key that allows User to access the Services, as such information may be updated by User or Company from time to time.
(c) “Affiliate” means, with respect to a party, any person, firm, corporation, partnership (including, without limitation, general partnerships, limited partnerships, and limited liability partnerships), limited liability company, or other entity that now or in the future, directly controls, is controlled with or by or is under common control with such party.

(d) “API” means the Company application programming interface and other tools that allow Users to use and interact with the Data Product or Enterprise Data Product (as the case may be), and any API Documentation or other API materials made available by Company on the Website.
(e) “API Documentation” means the API documentation as described at https://docs.parcllabs.com/ and updated by Company from time to time.
(f) “API Key” means the security key Company makes available to User for User to access the API.
(g) “Applicable Law” means all laws, statutes, rules, regulations, ordinances, and other pronouncements having the effect of law of any Governmental Authority.
(h) “Business Day” means any day other than a Saturday, Sunday, or other day on which commercial banks in the State of Wyoming are authorized or required to close.
(i) “Data Product” means residential real estate, enrichment, and other data for a variety of geographic locations (whether available in the public domain or owned, or licensed from third parties, by Company), all warehouses and reports containing such data, and related information.
(j) “Enterprise Data Product” means specific Data Product requested by and made accessible to Enterprise Users pursuant to an Enterprise API License Agreement.
(k) “Governmental Authority” means any court, tribunal, arbitrator, authority, agency, commission, official, or other instrumentality of the United States or any state, county, city, or other political subdivision or similar governing entity.
(l) “Third-Party Account Information” means information about accounts User maintains at third-party websites, including, as applicable, User’s payment service accounts, software code repository accounts and information, and social media accounts, as may be provided to Company by User.
(m) “Wallet” means a secure digital storage system, created through a combination of private and public cryptographic keys, that enables Users to interact with, and transact on, blockchain networks including but not limited to cryptographically signing smart contracts, and sending, receiving, storing, and monitoring cryptographic tokens.

4. USE OF THE SERVICES; CONTENT; USER CONDUCT

4.1 User Types.

There are three categories of Users that can interact with the Website and the other Services:
(a) API Users. Users who have agreed to and accepted the Self-Service API License Agreement and have been granted an API Key (i) on a trial basis, free of charge (“Self-Service Free”), or (ii) on a non-enterprise basis (“Self-Service Paid”), such as where Services are offered to Users without an Enterprise API License Agreement (collectively, “Self-Service Users”) may use the Website to access the Services, including the Data Product, subject to the terms and conditions of the Self-Service API License Agreement.
(b) Enterprise Users. Users who have agreed to and executed an Enterprise API License Agreement with Company and have been granted API Keys for authorized enterprise representatives (collectively “Enterprise Users”) may use the Website to access the Services, including the Enterprise Data Product, subject to the terms and conditions of the Enterprise API License Agreement.
(c) Passive Users. Users who do not wish to access the API or create an Account (“Passive Users”) may access the Website for informational purposes only,

4.2 Company Content.

‍(a) User acknowledges that Company has invested, and will continue to invest, substantial time and effort in the creation of the Services, the Data Product, and all information and materials published or available through the Services or that are elements of the Data Product, including, but not limited to computer code, software, services, “look and feel,” organization, and data, as well as any and all text, logos, graphics, photographs, images, illustrations, designs, audio clips, video clips, systems, methods, “look and feel,” and metadata of the Services (collectively with the Services and the Data Product, the “Content”), and the selection, coordination, compilation, and enhancement of such Content (“Arrangement”). User agrees that Company is the sole and exclusive owner of all right, title, and interest in and to all of the Content and the Arrangement, including all intellectual property rights relating thereto (not including any Content that is publicly available data and subject in all cases to the rights of Company’s third-party licensors).
(b) The Content and the Arrangement are protected by copyrights, trademarks, patents, trade secrets, database rights, sui generis rights and all other applicable intellectual or proprietary rights under U.S. and international laws. User shall abide by all copyright notices, information, or restrictions contained in any Content accessed through the Services. User may not copy, modify, publish, upload, post, transmit, participate in the transfer or sale of, reproduce (except as may be allowed under the Self-Service API License Agreement or Enterprise License Agreement applicable to User, if any), imitate, create new works from, reverse compile or reverse engineer, distribute, perform, display (including framing and inline linking), communicate to the public or in any way exploit, any of the Content (or its Arrangement) in whole or in part, without the prior written consent of Company, and, as the case may be, the applicable owner of such Content. User’s use of the Services does not grant User ownership of or any other rights with respect to any Content that User may access on or through the Services. Company reserves all rights in and to Content not expressly granted to Users in these Terms.

4.3 User Generated Content.

Any submission User makes (or otherwise allows any third party to make) to the Services, including, but not limited to comments (including comments to blog posts), forum messages (including messages in a Discord channel), reviews, text, video, audio, photographs, links, computer code and applications, media, information, images, files, hyperlinks, software, or other material (collectively, “User Generated Content”) may be edited, removed, modified, published, transmitted, and displayed by Company. User waives any rights User may have in keeping the User Generated Content from being altered or changed in a manner not agreeable to User. User understands and agrees that User will be solely responsible for such User Generated Content, including any harm, damages, losses, liabilities, or injuries resulting directly or indirectly therefrom. By making User Generated Content available on or through the Services, User represents and warrants as follows:
(a) User consents to its display and publication on the Website and in the Services and for related online and offline promotional uses;
(b) Downloading, copying, transmission, display, and use of such User Generated Content does not infringe the rights of any third party, including, without limitation, any copyright, patent, trademark, or trade secret rights or rights of privacy or publicity;
(c) User has all rights, authorizations, and permissions from any person or entity necessary to make such User Generated Content available through the Services, including compliance with any applicable third-party licenses related to such User Generated Content;
(d) Such User Generated Content is not spam, and does not contain unethical or unwanted commercial content designed to drive traffic to third-party sites, boost the search engine rankings of third-party sites, further unlawful acts (including, without limitation, phishing), or mislead recipients as to the source of the material (such as spoofing);
(e) Such User Generated Content does not contain and will not cause to be installed any virus, bug, Trojan horse, worm, spyware, ransomware, malware, or other harmful or destructive files, code, or content that directly or indirectly permits unauthorized access to or disrupts, disables, erases, or otherwise harms or impedes the functionality of the Website, the Services, or any Company computer or system;
(f) Such User Generated Content is not libelous, slanderous, defamatory, obscene, pornographic, abusive, or otherwise illegal material, does not contain threats, and does not incite or attempt to incite violence against any person or entity; and,
(g) User has, in the case of User Generated Content that includes computer code, accurately categorized and/or described the type, nature, uses, and effects of the User Generated Content, whether requested to do so by Company or otherwise; and
(h) Such User Generated Content will not be advertised via unsolicited promotional methods, including, without limitation, electronic messages such as spam links on newsgroups, email lists, other blogs and websites, and Users who provide User Generated Content have not and will not impersonate anyone else, including Company or a Company employee, or otherwise misrepresent User’s identity, affiliation or status.

4.4 User Generated Content License.

User grants Company a perpetual, nonexclusive, world-wide, irrevocable, royalty-free, sub-licensable license to User Generated Content, which includes without limitation the right for Company, or any third-party it designates, to use, copy, transmit, excerpt, publish, distribute, publicly display, publicly perform, communicate to the public, create derivative works of, host, index, cache, tag, encode, modify and adapt (including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies) in any form or media now known or hereinafter developed, any User Generated Content posted by User on or to the Services or any other website owned by Company, including any User Generated Content posted on or to the Services through a third party.

4.5 User’s Conduct.

User will not threaten or verbally abuse other users, use defamatory language, or deliberately disrupt discussions with repetitive messages, meaningless messages or “spam.” User will be respectful, and will not use language that abuses or discriminates on the basis of race, religion, nationality, gender, sexual preference, age, region, disability, or any other protected class. Abusive, disruptive, and disrespectful behavior of any kind is grounds for immediate and permanent suspension of access to all or any part of the Services.

4.6 User Account.

To access certain features of the Services, User must register for an Account and provide certain information about User. User agrees to provide accurate Account Information and Third-Party Account Information to Company. User further agrees to promptly update User’s Account Information or Third-Party Account Information whenever the information provided to Company is no longer accurate. If Company suspects, in its sole discretion, that User has failed to maintain current and accurate Account Information or Third-Party Account Information, Company may suspend or terminate User’s access to the Services. User is responsible for maintaining the confidentiality of User’s Account login information and all activities that occur under User’s Account. User agrees to immediately notify Company of any unauthorized use, or suspected unauthorized use of User’s Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from User’s failure to comply with the above requirements.

4.7 Prohibitions and Restrictions.

User shall not: (i) use the Services in any manner that could damage, disable, overburden, or impair the Website or other Services or interfere with any other party’s use and enjoyment of the same; (ii) attempt to gain unauthorized access to any website, platform, account, computer systems, or networks associated with Company or the Services; (iii) obtain or attempt to obtain any materials or information pertaining to the Services by any means not intentionally made available or provided by Company; (iv) use any robot, spider, or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material on the Website; (v) introduce any viruses, Trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful; (vi) send unsolicited messages or use the Services to send unsolicited messages such as spam or engage in phishing; (vii) use the Website or the Services for the primary purpose as a remote storage service or to provide downloadable content only; (viii) perform any benchmark tests or analyses related to the Website or Services without express written permission of Company; (ix) attack the Website or the Services via a denial-of-service attack or a distributed denial-of-service attack; or (x) access the Services in order to build a similar or competitive website, product, or service.

4.8 Modification.

Company reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to User. User agrees that Company will not be liable to User or to any third-party for any modification, suspension, or discontinuation of the Services or any part thereof.

4.9 Third-Party Sites.

The Website may contain links to websites controlled or operated by persons and companies other than Company (“Linked Sites”). Company is providing these links to User only as a convenience, and the inclusion of any link does not imply endorsement by Company of the site or any content thereon, or any association with its operators. Company has no control over such services, and is not responsible for the availability of such Linked Sites, or for any viruses, malware, or other harms resulting from User’s use of a Linked Site. Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods or services available on or through such services.

4.10 Third-Party Applications.

User acknowledges that User’s access and use of any applications or software controlled or operated by persons and companies other than Company and available through Company’s Website and Content, such as Know Your Customer “KYC” or Know Your Business “KYB” verification software (the “Third-Party Applications”), is at User’s discretion and risk, and Company has no liability to User arising from User’s use of the Third-Party Applications. Company hereby disclaims any representation, warranty, or guaranty regarding the Third-Party Applications, whether expressed, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation, warranty, or guaranty regarding the availability, quality, reliability, features, appropriateness, accuracy, completeness, or legality of the Third-Party Applications. Company is not responsible for any personally identifiable information shared with any Third-Party Applications.

5. DIGITAL MILLENNIUM COPYRIGHT ACT COMPLIANCE

Company takes claims of copyright infringement seriously. Upon receipt of notification of claimed infringement, Company will follow the procedures outlined herein and in the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"). If User believes any materials accessible on or from the Website or the Services infringes User’s copyright, User may request removal of those materials (or access to them) from the Website by submitting written notification to Company’s copyright agent (the “Designated Agent”), as follows:

Parcl Labs, LLC
Attn: Legal
30 23rd Street FL 5
New York, NY 10010
United States
Email: legal@parcllabs.com

Any claim of copyright infringement should include sufficient information to enable Company to evaluate your claim and to take appropriate action. In accordance with the DMCA, a written notice of copyright infringement (the "DMCA Notice") must include substantially the following:
(a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Website or part of the Services are covered by a single notification, a representative list of such works from the Services;
(c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Company to locate the material;
(d) information reasonably sufficient to permit Company to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
(e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
(f) a statement that the information in the notification is accurate; and
(g) under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If User fails to comply with all of the requirements of Section 512(c)(3) of the DMCA, User’s DMCA Notice may not be effective. It is expected that all Users will comply with applicable copyright laws. However, if Company is notified of claimed copyright infringement, or otherwise becomes aware of facts and circumstances from which infringement is apparent, Company will respond expeditiously by removing, or disabling access to, the material that is claimed to be infringing or to be the subject of infringing activity. Company will comply with the appropriate provisions of the DMCA in the event a counter notification is received by its Designated Agent. Under appropriate circumstances, Company may, in its discretion, terminate authorization of Users who are repeat infringers.

6. INDEMNIFICATION

User agrees to indemnify and hold harmless Company, its Affiliates, and their respective directors, managers, officers, members, stockholders, employees, agents, successors and assigns from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way related to: (a) User’s access to, use of, or inability to use the Website or the other Services; (b) User’s breach of any terms or conditions of the Agreement; (c) User’s violation of any rights of a third party; (d) User’s violation of any Applicable Law; (e) User’s use of or the performance of the Third-Party Applications; and (f) any and all financial or other losses User may suffer, or cause others to suffer, due to any investment decisions made or recommended by User, including but not limited to any blockchain- and/or real estate-related trading (regardless of whether or not such decisions were made arising from, related to, or based on information learned through the Services.

7. DISCLAIMERS; LIMITATION OF LIABILITY

7.1 No Warranties.

THE WEBSITE AND THE OTHER SERVICES, INCLUDING, WITHOUT LIMITATION, THE DATA PRODUCT AND ALL OTHER CONTENT THEREON, ARE PROVIDED “AS IS” AND “WHERE IS” AND WITHOUT ANY WARRANTIES OF ANY KIND. COMPANY AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, COMPANY AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY OR COVENANT CONCERNING THE ACCURACY, QUALITY, SUITABILITY, COMPLETENESS, SEQUENCE, TIMELINESS, SECURITY OR AVAILABILITY OF THE WEBSITE, THE SERVICES, THE DATA PRODUCT OR ANY OTHER CONTENT PROVIDED TO USER. USER ACKNOWLEDGES THAT COMPANY AND ITS LICENSORS ARE NOT LIABLE FOR THE DEFAMATORY, OBSCENE OR UNLAWFUL CONDUCT OF OTHER THIRD PARTIES OR USERS OF THE SERVICES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH USER. NEITHER COMPANY NOR ANY OF ITS LICENSORS REPRESENT, WARRANT OR COVENANT THAT THE WEBSITE WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE. COMPANY FURTHER MAKES NO WARRANTY THAT THE WEBSITE WILL BE FREE OF VIRUSES, WORMS, OR TROJAN HORSES OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SOFTWARE. USER EXPRESSLY AGREES THAT USE OF THE WEBSITE AND THE DATA PRODUCT IS AT USER’S SOLE RISK AND THAT COMPANY, ITS AFFILIATES, AND THEIR RESPECTIVE LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY TERMINATION, INTERRUPTION OF SERVICES, DELAYS, ERRORS, FAILURES OF PERFORMANCE, DEFECTS, LINE FAILURES, OR OMISSIONS ASSOCIATED WITH THE WEBSITE OR USER’S USE THEREOF. USER’S SOLE REMEDY AGAINST COMPANY FOR DISSATISFACTION WITH SERVICES IS TO CEASE USER’S USE OF THE SAME. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO USER. USER MAY HAVE OTHER RIGHTS, WHICH VARY BY JURISDICTION. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, USER AGREES THAT THEY WILL BE LIMITED TO THE GREATEST EXTENT AND SHORTEST DURATION PERMITTED BY APPLICABLE LAW.

7.2 Not Advice; Not a Real Estate Broker, Real Estate Marketplace, or Investment Adviser.

ALTHOUGH THE SERVICES, INCLUDING THE DATA PRODUCT, CONTAIN CONTENT RELATING TO REAL PROPERTY, USER SHOULD NOT CONSTRUE ANY SUCH CONTENT, AND COMPANY SPECIFICALLY ADVISES USER THAT, THE SERVICES ARE NOT INTENDED TO PROVIDE ANY SPECIFIC COMMERCIAL, INVESTMENT, FINANCIAL, LEGAL, TAX, OR REAL PROPERTY ADVICE. USER SHOULD NEVER RELY UPON THE WEBSITE OR THE SERVICES TO MAKE A DETERMINATION TO BUY OR SELL REAL PROPERTY. COMPANY IS NOT A REAL ESTATE BROKER, A REAL ESTATE MARKETPLACE, AN INVESTMENT ADVISER, OR A BROKER-DEALER, AND IS NOT REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR AUTHORIZED BY THE UNITED STATES FINANCIAL INDUSTRY REGULATORY AUTHORITY.

‍7.3 Limitations of Liability

(a) To the maximum extent permitted by applicable law, in no event will Company or its Affiliates be liable to User or any third party for any lost profits, lost data, costs of procurement of substitute products, or any indirect, consequential, exemplary, incidental, special or punitive damages arising from or relating to these Terms or User’s use of, or inability to use, the Services or the Content or other information accessed via the Website or any hyperlinked website, or any disruption or delay in the performance of the Website or the Services, even if Company has been advised of the possibility of such damages. Access to, and use of, the Services is at User’s own discretion and risk, and User will be solely responsible for any damage to User’s device or computer system, or loss of data resulting therefrom.
(b) To the maximum extent permitted by law, notwithstanding anything to the contrary contained herein, Company’s liability to User for any damages arising from or related to the Services or the Agreement (for any cause whatsoever, including, but not limited to, damages arising from User’s failure to provide Company with accurate information) and regardless of the form of the action, will at all times be limited to the greater of one hundred US dollars ($100 USD) or the total amount User has remitted to Company, if any, for use and access to the Services in the twelve (12) month period prior to a cause of action. The existence of more than one claim will not enlarge this limit. The foregoing limitation of liability is intended to apply to the fullest extent permitted by applicable law, without regard to whether other provisions of these Terms have been breached or have been proven ineffective. Some states do not allow the exclusion or limitation of liability of consequential or incidental damages, so the above exclusions may not apply to all Users; in such states, liability is limited to the fullest extent permitted by applicable law.

8. TERM AND TERMINATION

Subject to this Section 8, the Agreement will remain in full force and effect while User uses the Services (the “Term”). Company may suspend or terminate User’s right to use all or any part of the Services at any time for any reason in Company’s sole discretion, including for any use of the Services in violation of these Terms. User may terminate the Agreement at any time by ending User’s use of the Services. Upon termination of User’s rights under the Agreement, User’s right to access and use the Services will terminate immediately. Company will not have any liability whatsoever to User for any termination of User’s rights under the Agreement. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

9. GENERAL TERMS

9.1 Entire Agreement; Waiver; Interpretation.

The Agreement, including these Terms, the Privacy Policy, the Self-Service API License Agreement or Enterprise License Agreement applicable to User, if any, and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between User and Company regarding User’s use of the Website and the other Services. The failure to require performance of any provision will not affect Company’s right to require performance at any other time after that, nor will a waiver by Company of any breach or default of the Agreement, or any provision of the Agreement, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms, the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

9.2 Electronic Communications.

By using the Website or the Services, User consents to receiving certain electronic communications from Company as further described in the Privacy Policy. Please read the Privacy Policy to learn more about Company’s electronic communications practices. User agrees that any notices, agreements, disclosures, or other communications that Company sends to User electronically will satisfy any legal communication requirements, including that those communications be in writing. Any electronic communications will be deemed to have been received by User immediately after Company sends the same to User or posts the same to the Website, whether or not User has received the email or retrieved the communication from Company. An electronic communication by email is considered to be sent at the time that it is directed by Company’s email server to User’s email address. User agrees that these are reasonable procedures for sending and receiving electronic communications. If User wishes to withdraw User’s consent to receive communications electronically, User must contact Company at support@parcllabs.com and discontinue its use of the Services, including the Data Product. Any withdrawal of User’s consent to receive electronic communications will be effective only after Company has a reasonable period of time to process User’s withdrawal, which period of time shall be no longer than fifteen (15) days, or such other time as is appropriate under the circumstances, as determined by Company in its sole discretion. Company reserves the right, in its sole discretion, to discontinue the provision of electronic communications, or to terminate or change the terms and conditions on which Company provides electronic communications. Company will provide User with notice of any such termination or change as required by Applicable Law.

9.3 Changes to These Terms of Use.

Company may update or change these Terms from time to time to reflect changes in any offered services, changes in applicable law, or for other reasons as deemed necessary by Company. The effective date of these Terms will be reflected in the “Last Modified” entry at the top of these Terms. User’s continued use of the Website after any such change is communicated shall constitute User’s consent to such change(s).

9.4 Governing Law & Jurisdiction.

The Agreement is governed by the laws of the State of Wyoming, U.S.A. User hereby irrevocably consents to the exclusive jurisdiction and venue of the courts in Cheyenne, Wyoming, U.S.A. in all disputes arising out of or relating to the use of the Services not subject to the dispute resolution provisions set forth in Section 9.5 below.

9.5 Dispute Resolution

(a) Arbitration Agreement Generally. Please read the following arbitration agreement (“Arbitration Agreement”) carefully. It limits the manner in which User may seek relief from Company, is part of User’s contract with Company, and contains provisions concerning MANDATORY BINDING ARBITRATION AND WAIVER OF THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
(b) Exceptions. Nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to seek injunctive relief in a court of law in aid of arbitration or to file suit in a court of law to address an intellectual property infringement claim.
(c) Applicability of Arbitration Agreement. In the interest of resolving disputes between Company and User in the most expedient and cost-effective manner, and except as set forth in Section 8.5(b) above, User and Company agree that every dispute arising in connection with these Terms that cannot be resolved informally, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, including any unresolved dispute, claim, interpretation, controversy, or issues of public policy arising out of or relating to the Website, these Terms, or the Services, and the determination of the scope or applicability of this Section 8.5, will be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to User and Company, and to their respective subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Agreement. This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of these Terms or any prior version of these Terms.
(d) Arbitration Rules. Arbitration will be conducted under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at https://www.adr.org/, by calling the AAA at 1-800-778-7879, or by contacting Company.
(e) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the specific relief requested. A Notice to Company should be sent by certified U.S. Mail or by overnight delivery (signature required) to:

Parcl Labs, LLC
Attn: Legal
30 E. 23rd Street, FL 5
New York, New York 10010
United States

User must send a courtesy copy of a Notice to Company at legal@parcllabs.com. Company may send User a Notice by electronic mail. After the Notice is received, User and Company may attempt to resolve the claim or dispute informally. If User and Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing.
(f) Fees; Location. If User commences arbitration in accordance with these Terms, Company will reimburse User for User’s payment of the filing fee, unless User’s claim is for more than $75,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place in Denver, Colorado, or another location mutually agreed upon by the parties; provided, however, notwithstanding the foregoing, the parties shall endeavor, where possible, to cause the arbitration proceeding to be conducted: (i) solely on the basis of documents submitted to the arbitrator; or (ii) through a non-appearance-based telephone hearing or videoconference. If the arbitrator finds that either the substance of User’s claim or the relief sought in User’s arbitration demand is frivolous or brought for an improper purpose, in the arbitrator’s reasonable discretion, then the payment of all arbitration fees will be governed by the AAA Rules. In that case, User agrees to reimburse Company for all monies previously disbursed by Company that are otherwise User’s obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
(g) Enforcement. The Parties irrevocably submit to the exclusive jurisdiction of state or United States federal courts located in Cheyenne, Wyoming with respect to this section to compel arbitration, to confirm an arbitration award or order, or to handle court functions permitted under the Federal Arbitration Act. The Parties irrevocably waive defense of an inconvenient forum to the maintenance of any such action or other proceeding. The Parties may seek recognition and enforcement of any state court judgment confirming an arbitration award or order in any United States state court or any court outside the United States or its territories having jurisdiction with respect to recognition or enforcement of such judgment.
(h) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between User and Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, USER AND COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
(i) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THESE TERMS, INCLUDING THE ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
(j) 30-Day Right to Opt Out. User has the right to opt out of the provisions of this Arbitration Agreement by sending written notice of its decision to opt out within thirty (30) days after first becoming subject to this Arbitration Agreement. User’s notice must include its name and address and an unequivocal statement that User desires to opt out of this Arbitration Agreement. If User opts out of this Arbitration Agreement, all other provisions of these Terms will continue to apply to User. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that User may currently have, or may enter in the future, with Company. Mail written notification by certified mail to.

Parcl Labs, LLC
Attn: Legal
30 23rd Street, FL 5
New York, New York 10010
United States

(k) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
(l) Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
(m) Attorneys’ Fees and Costs. In addition to any relief, order, or award that is entered by an arbitrator, or court as the case may be, any party found to be the substantially losing party in any dispute shall be required to pay the reasonable attorneys’ fees and costs of any party determined to be the substantially prevailing party, and such losing party, shall also reimburse or pay any of the arbitrator’s fees and expenses incurred by the prevailing party in any arbitration. In the context of these Terms, reasonable attorneys’ fees and costs shall include but not be limited to:
(a) legal fees and costs, the fees and costs of witnesses, accountants, experts, and other professionals, and any other forum costs incurred during, or in preparation for, a dispute;
(b) all of the foregoing whether incurred before or after the initiation of an action; and
(c) all such fees and costs incurred in obtaining the relief awarded.
It is understood that certain time entries that may appear in the billing records of such party’s legal counsel may be redacted to protect attorney-client or work-product privilege, and this will not prevent recovery for the associated billings.

(n) Claims Must Be Brought Within One Year. User agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Services or the Agreement, or User’s use and access of the same, must be filed within one (1) year after such claim or cause of action arose or be forever barred.

9.6 Third Party Beneficiaries.

These Terms and the rights and obligations hereunder shall bind and inure to the benefit of the parties and their successors and permitted assigns. Nothing in these Terms, expressed or implied, is intended to confer upon any person, other than the parties and their successors and permitted assigns, any of the rights hereunder.

9.7 Severability.

If any provision of these Terms (or any portion thereof) is determined to be invalid or unenforceable, the remaining provisions of these Terms shall not be affected thereby and shall be binding upon the parties and shall be enforceable, as though said invalid or unenforceable provision (or portion thereof) were not contained in these Terms.
9.8 Assignment. User may not assign or transfer any rights hereunder without the prior written consent of Company. Except as provided in this section, any attempts User makes to assign any of its rights or delegate any of its duties hereunder without the prior written consent of Company shall be null and void. Company may assign these Terms or any rights hereunder without consent.
9.9 No Support. Company is under no obligation to provide support for the Website or the Services. In instances where Company may offer support, the support will be subject to published policies and/or a separate written agreement executed by Company and the applicable User.

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