LICENSE.md

PARSEC API AND SDK TERMS OF USE AGREEMENT (199746555 v3)

PLEASE READ THIS CAREFULLY. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED TO DOWNLOAD OR USE THE PARSEC API OR SDK.

THIS API AND SDK TERMS OF USE AGREEMENT (THIS "AGREEMENT") IS A LEGAL AGREEMENT BETWEEN PARSEC CLOUD INC. (“PARSEC” OR “WE”) AND EITHER YOU INDIVIDUALLY (IF YOU ARE AGREEING TO IT IN YOUR PERSONAL CAPACITY) OR, IF YOU ARE AUTHORIZED TO DOWNLOAD THE API AND/OR SDK ON BEHALF OF YOUR ORGANIZATION, THE ENTITY FOR WHOSE BENEFIT YOU ACT ("YOU"). PARSEC OWNS AND OPERATES THE PARSEC WEBSITE THROUGH WHICH THE API AND SDK ARE MADE AVAILABLE (THE “SITE”) AND THE PARSEC LOW-LATENCY GAME STREAMING PLATFORM, UNDERLYING TECHNOLOGY, AND RELATED SERVICES (COLLECTIVELY, THE “SERVICE”).

PLEASE BE AWARE THAT SECTION 24 OF THIS AGREEMENT, BELOW, CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT WE HAVE AGAINST EACH OTHER ARE RESOLVED. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, RATHER THAN JURY TRIALS OR CLASS ACTION LAWSUITS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

BY DOWNLOADING, INSTALLING, OR USING THE API OR SDK, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU HAVE ANY QUESTIONS OR CONCERNS ABOUT THE TERMS OF THIS AGREEMENT, PLEASE CONTACT US AT LEGAL@PARSECGAMING.COM.

This Agreement governs your access to, and use of the Parsec application programming interface (“API”) and software development kit (“SDK”) that Parsec makes generally available to its customers for use in connection with the Service. The API is an interface designed to facilitate the connection between your application and the Service. The SDK is a set of development tools and instructions designed to enable you to build interoperability between your application and the Service. References to the API and SDK include associated scripts, specifications, procedures, protocols and documentation provided by Parsec. The API and/or SDK may be delivered with certain items of independent, third-party code that are licensed under separate terms provided by the applicable authors or licensors (“Third Party Code”). This Third Party Code is licensed under the terms of the license that accompanies such Third Party Code. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for any Third Party Code delivered with the Licensed Products. None of the terms of this Agreement apply to such Third Party Code.

1. License. Subject to the terms and conditions of this Agreement, Parsec hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable right and license to access and use the API or SDK solely to develop interoperability between your application and the Service in accordance with the documentation (the “Purpose”). You acknowledge and agree that you have no rights to any upgrades, modifications, enhancements or revisions that Parsec may make to the API or SDK. You agree that we have no obligation to provide any support or engineering assistance of any sort to you or your end users unless we otherwise agree in writing. You acknowledge that we and our suppliers retain all right, title and interest in and to the original, and any copies, of the Service, API and SDK and to the services enabled by the Service, API and SDK.

2. Restrictions. You may not use the API, SDK or Service to: (i) design or develop anything other than an application consistent with the Purpose; (ii) make any copies of the API or SDK more than are reasonably necessary for your authorized use thereof; (iii) modify, create derivative works of, port, translate, reverse engineer, reverse compile, or disassemble or otherwise attempt to derive, reconstruct, identify or discover any source code, underlying ideas, or algorithms of the API, SDK, Service, or any portion thereof, except as permitted by applicable law; (iv) distribute, publish, sell, transfer, assign, lease, rent, lend, or sublicense or make available to any third party as part of any time-sharing or service bureau arrangement either in whole or part the API, SDK or Service to any third party except as may expressly be permitted herein; (v) redistribute any component of the API or SDK except as may expressly be permitted herein; (vi) remove or otherwise obfuscate any proprietary notices or labels from the API, SDK or Service; (vii) use the API, SDK or Service for comparison or benchmarking purposes against third party products or services; (viii) use the API, SDK or Service to build a competitive product or service; or (ix) cause any part of the API, SDK or Service to be placed in the public domain. You may not access the Service with software or means other than the API or SDK. You may not use the API, SDK or Service except in accordance with applicable laws and regulations, nor may you export the API, SDK or Service in violation of any applicable export laws and regulations. You may not use the API, SDK or Service to defraud any third party or to distribute obscene or other unlawful materials or information. For the avoidance of doubt, you may not use the API or SDK on a standalone business or with any third party platform for commercial purposes.

3. Accounts.

   a. Account Creation. In order to access the API and/or SDK, you must register for a developer account (“Account”) and provide certain information about yourself, your application, and/or your business. You represent and warrant that: (a) all Account information you submit is truthful and accurate, and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, from the “Account” page on the Site. Parsec may suspend or terminate your Account for any reason or no reason at all, at any time. You agree that we can use, store, and share your account information as permitted in Parsec’s Privacy Policy.

   b. Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and for all activities that occur under your Account. You agree to immediately notify Parsec of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Parsec cannot and will not be liable for any loss or damage arising from your failure to comply with this Section. After you have successfully created your Account, you will be issued one or more unique security keys, secrets, tokens, access codes, passwords or other credentials (collectively, “Keys”). All activities that occur using your Keys are your responsibility. You are not permitted to disclose, sell, transfer, or sublicense your Keys to anyone else.

   c. End User Accounts. You agree that you are not permitted to create End User (defined below) accounts via the Parsec API or SDK on behalf of your End Users. Each End User must manually create and authenticate their Parsec account within your application or via a link to Parsec provided within your application for the End User to be able to take advantage of the Service. You shall not obtain End User passwords to the Service under any circumstance and shall only use Parsec’s designated approval methods for obtaining access to or permission to access End User data. If you would like to manage accounts on behalf of your End Users, you must create an enterprise developer account (“Enterprise Developer Account”) that will provide you with access to End User account creation and management tools. Performing such activities and creating an Enterprise Developer Account requires a separate Enterprise SDK License, which is directly negotiated with Parsec. Please reach out to sdk@parsecgaming.com for more information.

4. Audit and Monitoring. You agree to provide us with access to your application and/or other materials related to your use of the API and SDK as may be requested by us to verify your compliance with this Agreement, to audit your use, display and storage of the API and SDK. You agree that we may crawl or otherwise remotely monitor such items related to your use of the API and SDK and you agree not to block or interfere with such efforts.

5. End Users. You may distribute those components of the API and SDK that are expressly identified in the documentation as intended for distribution, solely as integrated in your application. You will ensure that any end user obtaining access to an application which uses the API or SDK (each, an “End User”) consents to the collection of End User data pursuant to Section 6 and agrees to be subject to the Parsec Terms of Service found at https://parsecgaming.com/terms. You further agree that with respect to End Users and their accounts, you will not (a) modify an End User’s account state except in response to such End User giving you explicit permission to do so (e.g. private vs. public), (b) post messages, trigger notifications, or play audio on behalf of an End User unless such End User expressly ops-in to each instance of such behavior, or (c) encourage or create functionality in your application that allows End Users to violate the Parsec Terms of Service.

6. Data Collection. Parsec collects data in connection with the API, SDK and Service in accordance with our Privacy Policy found at https://parsecgaming.com/privacy-policy. By using the API and/or SDK, you hereby agree to such data collection and use and agree to obtain End User consent for such data collection and use. Additionally, if Parsec agrees to provide you with any support services, you hereby consent to the collection of any data by Parsec related to the API and SDK, your use of the Service, and any applicable End Users’ use of the Service in order to provide support services. As between you and Parsec, Parsec retains all worldwide right, title and interest in and to End User data, including without limitation, all data associated with the content within the functionality enabled by the API and/or SDK (e.g. social sharing features and message content and metadata). If you have access to End User data through the API or SDK, you may not collect, use and/or disclose such data except as explicitly permitted under Agreement and in accordance with our Privacy Policy found at https://parsecgaming.com/privacy-policy. In addition, you may not (a) sell, license or otherwise commercialize any End User data, (b) use End User data to target End Users for marketing or advertising purposes, or (c) disclose End User data to any ad network, data broker or other advertising or monetization related service. You shall ensure that you application retains End User data after the End User’s termination of the End User’s account only if the End User associated with such End User data expressly triggers a command with an explicit keyword or click (on a website) and even in such cases, such End User Data shall be retained only as necessary to provide the defined functionality of the application, and in any event, you must delete all End User data upon Parsec’s or the End User’s request and within seven (7) days following the End User’s termination of the End User account. Any data, content and information you provide or submit for use with the Service (e.g. title, image, and description of your Application) (“Developer Data”) and all worldwide intellectual property rights in it, is your exclusive property. You grant Parsec a non-exclusive, worldwide, royalty-free and fully paid license (a) to use the Developer Data as necessary for purposes of providing and improving the Service during the term of this Agreement, (b) to use your trademarks, service marks, and logos as required to provide the Service during the term of this Agreement, and (c) perpetually use the Developer Data in an aggregated and anonymized form to: (i) improve the Service and Parsec’s related products and services; (ii) provide analytics and benchmarking services; and (iii) generate and disclose statistics regarding use of the Service, provided, however, that such statistics may not identify you individually.

7. Security. You are responsible for maintaining reasonable and appropriate data security safeguards designed to protect your application and End Users and other data within your possession or control.

8. Copyright and Attribution Notices. You must include all copyright and other proprietary rights notices that accompany the API and/or SDK in any copies that you produce. In the End User account login section of your application, you agree to include the Parsec logo and follow the Parsec branding guidelines provided on the Developer Portal. Parsec hereby grants you a non-exclusive, nontransferable license to use Parsec’s trademarks, trade names and logos, solely as may be provided by Parsec to you, and for use solely for attribution purposes.

9. Proprietary Rights. Parsec retains all rights, title, and interest to the Site, API, SDK, and Service, including without limitation, all intellectual property rights therein and all derivative works thereto. Subject always to our ownership of the API and SDK, you will be the sole and exclusive owner of any software application developed by you that accesses or uses the API or SDK, excluding the Service, API and SDK and any portions thereof. You understand and acknowledge that the software, code, proprietary methods and systems that make up the API and SDK are: (i) copyrighted by us and/or our licensors under United States and international copyright laws; (ii) subject to other intellectual property and proprietary rights and laws; and (iii) owned by us or our licensors. You must abide by all copyright notices, information, or restrictions contained in or attached to the API and SDK. If you are a U.S. Government user, any of the components that constitute the API and SDK and their related documentation is a "commercial item" as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government users acquire the API and/or SDK and any documentation provided with the API and/or SDK with only those rights set forth in this Agreement.

10. Feedback. In the event that you provide us any ideas, thoughts, criticisms, suggested improvements or other feedback related to the Site, API, SDK, or the Service, (collectively "Feedback"), you agree we may use the Feedback to modify our products and services and that you will not be due any compensation, including any royalty related to the product or service that incorporates your Feedback. You grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same.

11. General Rules of Conduct. You agree not to use the API or SDK in a manner that:

    a. Conducts or promotes any illegal activities;

    b. Loads or transmits any form of virus, worm, Trojan horse, or other malicious code;

    c. Violates any applicable federal, state, or local law or regulation;

    d. Violates any agreement, terms of service or privacy policy;

    e. Uses any automatic, electronic or manual process to access, search or harvest information from an individual.

    f. Interferes with the performance or functionality of the Service; including attempting to exceed or circumvent limitations on access to and use of the SDK or API, exceed or circumvent any limitation on the API calls you may make, or otherwise use the SDK or API in a manner that exceeds reasonable request volume, or constitutes excessive or abusive usage (“Rate Limits”). If Parsec, in its sole discretion, determines that you have attempted to exceed or circumvent Rate Limits, or other controls that limit use of the SDK or API, then your ability to use the SDK or API may be temporarily suspended or permanently blocked.

12. Confidential Information. You will safeguard, protect, respect, and maintain as confidential the API and SDK, including without limitation, the underlying computer code and documentation to which you may obtain or receive access, the reference application source code, and the functional or technical design, logic, or other internal routines or workings of the SDK, which are considered confidential and proprietary to Parsec. You agree not to reproduce, disseminate, sell, distribute or commercially exploit any such confidential information of Parsec in any manner. These non-disclosure obligations shall survive termination or expiration of this Agreement.

13. Geographical Restrictions. We make no representation that any of the SDK or API is appropriate or available for use in locations outside the United States. If you choose to use the API or SDK, you do so on your own initiative and are responsible for compliance with local laws.

14. Modification of the API and SDK. We reserve the right to modify or discontinue the API and SDK with or without notice to you. We will not be liable to you or any third party should we exercise our right to modify or discontinue the API and SDK. If you object to any such changes, your sole recourse will be to cease use of the API and/or SDK. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE API AND/ OR SDK. You may be required to use the most recent version of the API or SDK in order to obtain certain functionality. Each version of the API and SDK only supports the platforms and contains the functionalities described in the documentation for such version of the API or SDK.

15. Termination. You acknowledge and agree that we, at our sole discretion, may terminate your use of the API and/or SDK without prior notice for any reason at any time. You agree that we shall not be liable to you or any third party for termination of your access to the SDK. In the event of any termination, you will immediately cease use of the SDK.

16. DISCLAIMERS. THE API AND SDK AS WELL AS THE SERVICE, SOFTWARE, MATERIALS, AND TECHNOLOGY PROVIDED IN CONNECTION WITH THIS AGREEMENT, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PARSEC, OUR OFFICERS, DIRECTORS, AGENTS, SUPPLIERS, AND EMPLOYEES EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, TITLE, QUIET ENJOYMENT, NON-INTERRUPTION, AND/OR SYSTEM INTEGRATION. PARSEC, OUR OFFICERS, DIRECTORS, AGENTS, SUPPLIERS, AND EMPLOYEES MAKE NO WARRANTY ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, QUALITY, OR TIMELINESS OF THE SDK, OR THAT PROBLEMS WITH THE FOREGOING WILL BE CORRECTED, OR THAT THE API AND SDK ARE FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, OR THAT THEY WILL BE UNINTERRUPTED OR ERROR FREE.

17. LIMITATIONS OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS TO THE API AND SDK IF YOU AGREE TO CERTAIN LIMITATIONS OF LIABILITY TO YOU AND TO THIRD PARTIES. IN NO EVENT WILL PARSEC, ITS PARENT, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, SUPPLIERS OR EMPLOYEES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR LIKE DAMAGES, LOST PROFITS, GOODWILL, LOST OPPORTUNITIES AND INTANGIBLE LOSSES, LOST DATA, LOST EMPLOYMENT OPPORTUNITIES, OR BUSINESS INTERRUPTIONS ARISING IN CONNECTION WITH THE API, SDK, SERVICE, OR THIS AGREEMENT, OR RESULTING FROM THE USE OR ACCESS TO, OR THE INABILITY TO USE OR TO USE THE API, SDK OR SERVICE. THESE LIMITATIONS OF LIABILITY APPLY REGARDLESS OF THE NATURE OF ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT PARSEC IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO $100. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.

18. DISCLAIMER AND LIABILITY LIMITATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY WARRANTY OR LIMIT OUR LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.

19. FORCE MAJEURE. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES WILL WE OR OUR SUPPLIERS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, TERRORISM, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, OR NON-PERFORMANCE OF THIRD PARTIES.

20. Indemnification. You agree to indemnify, defend and hold harmless Parsec, our officers, directors, and other partners, employees, consultants and agents, from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and court costs) that such parties may incur as a result of or arising from (i) any data you or your End Users submit, post or transmit through the API or SDK, (ii) your use of the API or SDK, (iii) your violation of this Agreement, (iv) your violation of any rights of any other person or entity, or (v) any viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines input by you into the API or SDK.

21. Electronic Communications. For contractual purposes, you (i) consent to receive communications from us in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, documents, disclosures, and other communications ("Communications") that we provide to you electronically satisfy any legal requirement that such Communications would satisfy if it were in a writing. Your consent to receive Communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us. The foregoing does not affect your non-waivable rights. You may withdraw your consent to receive Communications electronically by contacting us at legal@parsecgaming.com. If you withdraw your consent, from that time forward, you must stop using the API and/or SDK, as applicable. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic Communications provided or business transacted between us prior to the time you withdraw your consent. Please keep us informed of any changes in your email or mailing address so that you continue to receive all Communications without interruption.

22. Publicity. Parsec may identify you as one of our developers in general promotional literature and disclose to current and prospective customers that you are a user of the API and/or SDK. You hereby grant to Parsec permission to include your name and corporate logo, if applicable, in Parsec’s promotional materials and on the Site.

23. Dispute Resolution. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Parsec and limits the manner in which you can seek relief from us.

    a. Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with this Agreement or the use of the API and/or SDK that cannot be resolved informally or in small claims court will be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings will be held in English. This Arbitration Agreement applies to you and Parsec, and to any 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 this Agreement.

    b. 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 requested relief. A Notice to Parsec should be sent to: 115 Broadway, Floor 5, New York, NY 10006. After the Notice is received, you and Parsec may attempt to resolve the claim or dispute informally. If you and Parsec do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

    c. Arbitration Rules. Arbitration will be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties will agree on an alternative ADR Provider. The rules of the ADR Provider will govern all aspects of the arbitration, including the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at adr.org or by calling the AAA at 1-800-778-7879. The arbitration will be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator will give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that Parsec made to you prior to the initiation of arbitration, Parsec will pay you the greater of the award or $2,500.00. Each party will bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and will pay an equal share of the fees and costs of the ADR Provider.

    d. Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration will be conducted by telephone, online and/or based solely on written submissions; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

    e. Time Limits. If you or Parsec pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.

    f. Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Parsec, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator may award monetary damages, and grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and this Agreement. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Parsec.

    g. 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 will 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 you and Parsec in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND PARSEC WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

    h. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE USER/DEVELOPER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER/DEVELOPER.

    i. Confidentiality. All aspects of the arbitration proceeding, including the award of the arbitrator and compliance therewith, will be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph will not prevent a party from submitting to a court of law any information necessary to enforce this Arbitration Agreement or an arbitration award, or to seek injunctive or equitable relief.

    j. Severability. If any part of this Arbitration Agreement are found to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts will be of no force and effect and will be severed and the remainder of the Arbitration Agreement will continue in full force and effect.

    k. 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 will not waive or affect any other portion of this Arbitration Agreement.

    l. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Parsec.

    m. Small Claims Court. Notwithstanding the foregoing, either you or Parsec may bring an individual action in small claims court.

    n. Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures will not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

    o. Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets will not be subject to this Arbitration Agreement.

    p. Venue for Litigation. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the state and federal courts located within New York County, New York, for such purpose.

24. General Terms. You are responsible for compliance with all applicable laws. This Agreement is personal to you, and you may not transfer, assign or delegate your right and/or duties under this Agreement to anyone else and any attempted assignment or delegation is void. The paragraph headings in this Agreement, shown in boldface type, are included only to help make this Agreement easier to read and have no binding effect. Any delay or failure by us to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. No waiver by us will have effect unless such waiver is set forth in writing, signed by us; nor will any such waiver of any breach or default constitute a waiver of any subsequent breach or default. This Agreement constitutes the complete and exclusive agreement between you and us with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of this Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.