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    Terms of Use

    Last updated on July 25, 2025

    1. Overview

    These Terms of Service (the "Terms") govern access to and use of all hosted software, web applications, websites, artificial intelligence–powered tools, data processing capabilities, documentation, and related materials provided by Parsley Technologies Inc., including through useparsley.ai and its subdomains (collectively, the "Services"). The Services include, without limitation, AI agents and dashboards, data ingestion and analysis tools, knowledge graph and retrieval services, and other functionality accessible through associated websites and applications.

    THESE TERMS FORM A LEGALLY BINDING AGREEMENT BETWEEN YOU (OR, IF APPLICABLE, THE ORGANIZATION YOU REPRESENT) AND PARSLEY TECHNOLOGIES INC. BY REGISTERING FOR, ACCESSING, OR USING THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF AN ORGANIZATION, YOU ALSO REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION TO THESE TERMS.

    All materials, content, software, and other assets made available through the Services are protected by applicable intellectual property laws, including copyright, trademark, and trade secret laws. This includes, without limitation, written content, software code, algorithms, models, designs, visual media, trademarks, and logos.

    Our Services may integrate with or allow you to access Third-Party Services (as defined in Section 2). Your use of any Third-Party Services is governed by their own terms and privacy policies. Parsley is not responsible for, and disclaims all liability arising from, your use of any Third-Party Services, including their availability, functionality, or security. Any data exchanged between the Services and Third-Party Services will be handled by those third parties in accordance with their own policies.

    2. Definitions

    For purposes of these Terms, the following terms have the meanings set forth below:

    "Account"
    means the primary registration and access profile established by or on behalf of a Client to enable use of the Services.
    "Affiliates"
    means any legal entity that controls or owns more than 50% of such entity's outstanding shares or securities, is controlled by, or under common control with a party.
    "AI Functionality"
    means the artificial intelligence–powered functionality and features made available through the Services, including but not limited to text generation, summarization, analysis, and retrieval capabilities.
    "AI Input"
    means any Client Data, content, prompt, or other information submitted to or processed through the AI Functionality of the Services.
    "AI Output"
    means any content, text, or other material generated by the AI Functionality of the Services in response to AI Input.
    "AI Service Providers"
    means third-party providers of AI infrastructure or models that power or support AI Functionality.
    "Client"
    means the individual or legal entity that registers for, accesses, or uses the Services.
    "Client Data"
    means all data, information, text, files, or other content that Client or its Users submit to, store in, or process through the Services.
    "Credentials"
    means unique login information, API keys, tokens, passwords, or other authentication mechanisms provided or approved by Parsley for use of the Services.
    "Parsley," "we," "us," and "our"
    refer to Parsley Technologies Inc.
    "Parsley Parties"
    refer to Parsley Technologies Inc. and its Affiliates, and their respective directors, officers, employees and agents.
    "Renewal Date"
    means the first day of any renewed Subscription Term.
    "Sensitive Information"
    means information requiring special handling under law or industry rules (e.g. government IDs, health information, financial account or payment card numbers, precise geolocation, biometric identifiers, or similarly regulated data).
    "Services"
    has the meaning set forth in Section 1 (Overview).
    "Subscription Term"
    means the period of paid access to the Services purchased by Client, as shown at checkout or in an order form, including any renewals.
    "Third-Party Content"
    means any data, text, files, links, messages, media, or other materials originating from or made available through Third-Party Services, or from external websites, platforms, or users, which may be ingested, processed, analyzed, linked to, displayed, or surfaced through the Services. Third-Party Content includes, without limitation, messages, documents, emails, files, URLs, and other externally sourced information.
    "Third-Party Services"
    means any third-party products, software, or services that the Services integrate with, connect to, or make accessible.
    "User"
    means any individual authorized by Client to access and use the Services on Client's behalf.

    3. Services

    3.1 Use of the Services

    Subject to these Terms and the payment of any fees (if applicable), Parsley grants Client and its Users a limited, non-exclusive, non-transferable right to access and use the Services during the applicable Subscription Term.

    3.2 Modifications to Services

    Parsley reserves the right to modify the Services or any part or element thereof from time to time without prior notice. Parsley shall not be liable to the Client or to any third person for any modification, suspension or discontinuance of any element of the Services.

    3.3 Users; Credentials

    Client may authorize Users to access and use the Services solely for the benefit of Client. Client shall ensure that all Users comply with these Terms and is responsible for all activities of its Users, including any purchases.

    Each User must have their own unique Credentials. Credentials may not be shared or used by multiple persons, but may be reassigned to a new User replacing a former User who no longer uses the Services.

    Parsley reserves the right to suspend or terminate any Credentials that it reasonably determines may have been used by an unauthorized third party or in an unauthorized manner and will provide prompt notice to Client of such suspension or termination.

    Client is responsible for maintaining the confidentiality and security of all Credentials and Account information and is solely responsible for all activities occurring under such Credentials or Account. Client must promptly notify Parsley of any actual or suspected disclosure, loss, or unauthorized use of any Credentials.

    3.4 Account Creation and Administration

    Certain parts of the Services may require the creation and maintenance of an Account. Client agrees to provide complete and accurate information when creating its Account and to keep that information current. Parsley may send important communications regarding the Account, including updates to these Terms or our Privacy Policy, service-related notices, or legal notifications.

    Client acknowledges that it has administrative control over, and is responsible for, who it grants access to data hosted in the Services. Client may designate a User as the billing owner and one or more Users as administrators to manage its Account. Parsley is entitled to rely on communications from such Users when servicing Client's account, including with respect to billing, access, and account configuration.

    Client will provide any information reasonably requested by Parsley to verify a User's identity. In the event the Client loses access to an account or requests information about an account, Parsley is under no obligation to provide such access or information until: (i) Parsley has received all requested identity verification information, and (ii) the Client and the requesting User have executed an indemnity agreement in a form reasonably acceptable to Parsley regarding the access or information provided.

    By creating an Account, Client acknowledges that Parsley may contact Client with information about its products and services. Client may opt out of such marketing communications at any time.

    3.5 Third-Party Services

    The Services may enable integrations or connections with Third-Party Services. These integrations may be configured or facilitated by Parsley on Client's behalf or directly by Client. Client's use of Third-Party Services is governed by the applicable third party's terms and privacy policies. Parsley does not control and is not responsible for the content, functionality, security, or availability of Third-Party Services, and Client is solely responsible for its relationship with such third-party providers.

    Parsley may, at its discretion, modify, suspend, or discontinue integrations with Third-Party Services at any time without liability. Client acknowledges that any data shared with or accessed by Third-Party Services is subject to the applicable third party's privacy and security practices.

    To the extent Parsley provides configuration or facilitation of Third-Party Services, Parsley will use commercially reasonable efforts to enable the integration in accordance with agreed specifications. Parsley is not liable for issues arising from the acts, omissions, systems, or performance of any Third-Party Services.

    EXCEPT TO THE EXTENT CAUSED DIRECTLY BY PARSLEY'S ACTS OR OMISSIONS, PARSLEY DISCLAIMS ALL WARRANTIES AND LIABILITY ARISING OUT OF OR RELATING TO THIRD-PARTY SERVICES.

    3.6 AI Functionality

    Client is solely responsible for ensuring that all AI Input and any use of AI Output comply with applicable laws, regulations, and contractual obligations. Client remains fully responsible for the development, content, operation, maintenance, and use of any AI Input or AI Output.

    Due to the inherent nature of artificial intelligence and machine learning, AI Output may not be accurate, complete, or reliable. Client should independently review, verify, and approve any AI Output before using or sharing it. Parsley makes no guarantees regarding the accuracy, completeness, or uniqueness of any AI Output.

    AI models may evolve over time to better address specific use cases. Parsley does not permit third parties to use Client Data to train or improve their own models.

    Client may not use AI Functionality in a manner that misleads others into believing AI Output was solely human-generated. Because of the probabilistic nature of machine learning, AI Output may not be unique, and similar or identical content may be generated for other users.

    Certain elements of the AI Functionality are powered by AI Service Providers. Parsley may share AI Input and AI Output (including Client Data) with AI Service Providers solely to facilitate the provision of AI Functionality. Client must comply with all applicable terms and policies of any AI Service Provider.

    Parsley shall not be liable for any acts, errors, omissions, or breaches by AI Service Providers in connection with the provision of AI Functionality or the Services.

    4. Responsibility for Third-Party Content and Services

    The Services may ingest, process, analyze, link to, or surface Third-Party Content through integrations with Third-Party Services. Parsley does not control, endorse, or make any representations regarding the accuracy, usefulness, safety, or legality of any Third-Party Content, and such content may be inaccurate, offensive, objectionable, or infringe the rights of third parties.

    While Parsley may configure or facilitate integrations with Third-Party Services, Parsley is not responsible for the substance, accuracy, reliability, or legality of any Third-Party Content. Client acknowledges that Third-Party Content is the sole responsibility of the source from which it originated.

    Parsley is not responsible for any harm resulting from access to, use of, or reliance on Third-Party Content or Third-Party Services. Client is responsible for taking appropriate precautions to protect its systems from viruses, malware, or other harmful content originating from third-party sources.

    Parsley reserves the right (but has no obligation) to remove, filter, or restrict access to any Third-Party Content that violates these Terms or applicable law.

    5. Parsley's Responsibilities

    5.1 Service Availability

    Parsley will use commercially reasonable efforts to make the Services available continuously, excluding: (a) planned downtime (for which Parsley will use reasonable efforts to provide advance notice through the Services or other reasonable means), and (b) any unavailability caused by circumstances beyond Parsley's reasonable control, including acts of God, natural disasters, acts of government, civil unrest, terrorism, war, labor disputes, Internet service provider failures or delays, denial of service or other malicious attacks, or other events of force majeure.

    Parsley does not guarantee uninterrupted or error-free operation of the Services and is not liable for delays, failures, or other issues caused by such events.

    5.2 Protection of Client Data

    Parsley will maintain reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Client Data. Parsley will access and use Client Data only as necessary to: (i) provide and support the Services, (ii) prevent or address service or technical issues, (iii) comply with applicable law, or (iv) as otherwise expressly authorized by Client.

    5.3 Security Notifications

    In the event of a security incident involving Client Data, Parsley will notify affected Clients in accordance with applicable law and contractual obligations. Parsley will take reasonable steps to investigate, mitigate, and remediate the incident.

    6. Fees and Payment

    6.1 Fees

    If and when fees apply to certain features, usage, or subscription tiers, Client agrees to pay all applicable fees as described at the time of purchase or subscription ("Fees"). Fees may be set out on the Parsley website, within the Services, or in a separate written agreement between Client and Parsley. All Fees are non-refundable except as required by law. Parsley reserves the right to modify its Fees with reasonable advance notice, provided that any changes will not apply retroactively to an active Subscription Term. Fees exclude taxes; Client is responsible for all applicable taxes, duties, and charges (excluding taxes based on Parsley's income).

    6.2 Payment Terms

    Client authorizes Parsley (or its third-party payment processor, such as Stripe) to charge Fees to the payment method provided by Client. Unless otherwise agreed in writing, Fees are due in advance at the start of each subscription term and on each renewal date. If Client cancels a subscription, the cancellation will take effect at the end of the then-current subscription term. No refunds or credits will be issued for partial use, early cancellation, or unused Services.

    6.3 Late Payments and Suspension

    If any Fees are not paid when due, Parsley may charge interest on overdue amounts at a rate of 1% per month (or the maximum amount permitted by law, if lower). Parsley may also suspend or terminate access to the Services for non-payment and may permanently delete the Account, including associated Client Data, if payment is not received within a reasonable period after notice.

    7. Client Data and Privacy

    7.1 Ownership and License

    Client retains all rights, title, and interest in and to its Client Data. By submitting, transmitting, or otherwise making Client Data available through the Services, Client grants Parsley a limited, non-exclusive, worldwide, royalty-free license to use, reproduce, display, distribute, and process Client Data solely as necessary to provide, maintain, and improve the Services, and as otherwise permitted under these Terms and our Privacy Policy.

    Client represents and warrants that: (a) Client either owns or has obtained all necessary rights, licenses, and permissions to grant the license above, (b) the submission and use of Client Data does not infringe or violate any third-party rights, including intellectual property, privacy, or publicity rights, and (c) the collection and use of Client Data complies with all applicable laws, regulations, and contractual obligations.

    Parsley may process aggregated or anonymized data derived from Client Data for analytical, operational, and product improvement purposes. Parsley will not use Client Data to train third-party AI models.

    7.2 Responsibility for Client Data

    Client is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Client Data, and for ensuring that it complies with these Terms and all applicable laws. Parsley is not responsible for any loss or damage arising from Client Data.

    7.3 Sensitive Data and Unlawful Content

    The Services are not designed to collect, store, or process Sensitive Information (including, without limitation, health data subject to HIPAA, financial account numbers, government identifiers, or other regulated data). Client must not submit or process Sensitive Information through the Services. Parsley disclaims any liability arising from the submission or processing of Sensitive Information in violation of this section.

    Parsley has no obligation to monitor Client Data. However, Parsley may remove, restrict, or disable access to any Client Data it reasonably believes may violate these Terms or applicable law, or if required to do so by legal process.

    7.4 Legal Disclosures

    Parsley may disclose Client Data to the extent required by law, regulation, subpoena, or court order. Where legally permissible, Parsley will use reasonable efforts to notify Client before making such disclosure. Client will reimburse Parsley for reasonable costs incurred in responding to legal demands relating to Client Data (where Client is not contesting such disclosure).

    7.5 Privacy

    Parsley's collection, use, and disclosure of personal information are governed by our Privacy Policy. To the extent Parsley processes personal data on behalf of Client, Parsley acts as a data processor and Client acts as the data controller, as defined under applicable data protection laws.

    8. Confidentiality

    8.1 Definition of Confidential Information

    "Confidential Information" means any information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether in writing, orally, or by other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure.

    Confidential Information includes, without limitation: For Client: Client Data and related business information. For Parsley: the Services, underlying software, technology, and related documentation. For both parties: business and marketing plans, technical information, product plans, designs, strategies, and business processes.

    Confidential Information does not include information that: (a) becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was lawfully known to the Receiving Party prior to disclosure by the Disclosing Party; (c) is received from a third party without breach of any confidentiality obligation; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

    8.2 Protection of Confidential Information

    The Receiving Party will: (a) use the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own confidential information of a similar nature, but no less than reasonable care; (b) not use the Disclosing Party's Confidential Information for any purpose other than as necessary to perform its obligations or exercise its rights under these Terms; and (c) limit access to the Disclosing Party's Confidential Information to its employees, contractors, or service providers who have a need to know for purposes consistent with these Terms and are bound by confidentiality obligations no less protective than those in this Section.

    8.3 Compelled Disclosure

    The Receiving Party may disclose Confidential Information to the extent required by law, regulation, subpoena, or court order, provided that (to the extent legally permitted) it gives the Disclosing Party reasonable prior notice and an opportunity to seek a protective order or other remedy. If disclosure is required and not contested, the Disclosing Party will reimburse the Receiving Party for reasonable costs incurred in responding to the legal process.

    9. Feedback

    We love hearing from you and are always looking to improve our Services. If you share comments, ideas, or feedback with us ("Feedback"), you agree that Parsley may use, modify, and incorporate that Feedback into our products and services without any restriction or obligation to compensate you. You also agree that any Feedback you provide is voluntary and non-confidential.

    10. Intellectual Property

    This Agreement does not transfer any Parsley or third-party intellectual property to Client. All right, title, and interest in and to such property remains (as between Client and Parsley) solely with Parsley or its licensors. Client's use of the Services does not grant any right or license to reproduce, modify, distribute, or otherwise use any Parsley or third-party intellectual property, including trademarks, logos, or proprietary technology.

    Among other things, Client may not:

    • Modify, copy, or create derivative works of any part of our websites, software, content, designs, logos, models, or source code;
    • Re-sell, sublicense, or distribute any part of the Services or other Parsley intellectual property, whether or not modified, or represent it as its own or that of a third party;
    • Re-post or publicly share any Parsley content, documentation, or other proprietary materials without our express written consent, except for reasonable and customary sharing of publicly available content (e.g. screenshots of publicly accessible pages, links to marketing pages or documentation expressly marked as public, or fair commentary on your experience with Parsley);
    • Use the Services, content, or related assets for any commercial purpose or public display not expressly authorized in writing by Parsley;
    • Attempt to decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code, models, or underlying technology of the Services;
    • Remove, alter, or obscure any copyright, trademark, or other proprietary notices contained in the Services or materials;
    • Transfer or mirror any part of our content, software, or technology to another server or environment without our written permission; or
    • Use the Services or any outputs to train, develop, or enhance competing machine learning models or products without our prior written consent.

    11. General Representation and Warranty

    Client represents and warrant that its use of our Services: Will be in strict accordance with these Terms; Will comply with all applicable laws and regulations; Will not infringe, misappropriate, or violate the intellectual property or other rights of Parsley or any third party; Will not overburden or interfere with our systems, or impose an unreasonable or disproportionately large load on our infrastructure, as determined by us in our sole discretion; Will not disclose or misuse the personal information of others; Will not be used to send spam, bulk unsolicited messages, or other unauthorized communications; Will not interfere with, disrupt, or attack any service or network; Will not create, distribute, or enable material that is, facilitates, or operates in conjunction with malware, spyware, adware, or other malicious programs or code; Will not involve reverse engineering, decompiling, disassembling, deciphering, or otherwise attempting to derive the source code of the Services or any related technology; and Will not involve renting, leasing, loaning, selling, or reselling the Services or related data without our prior written consent.

    12. Disclaimers; No Warranty

    OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." PARSLEY AND ITS SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY LAW. THIS INCLUDES, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

    NEITHER PARSLEY NOR ITS SUPPLIERS OR LICENSORS MAKE ANY WARRANTY THAT THE SERVICES WILL BE ERROR-FREE, SECURE, OR THAT ACCESS WILL BE CONTINUOUS OR UNINTERRUPTED. PARSLEY MAKES NO GUARANTEES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY OUTPUTS GENERATED BY THE SERVICES, AND IS NOT LIABLE FOR ANY ACTIONS TAKEN BASED ON SUCH OUTPUTS.

    PARSLEY DOES NOT GUARANTEE THAT INFORMATION MADE AVAILABLE THROUGH THE SERVICES OR ON OUR WEBSITE WILL BE ACCURATE, COMPLETE, OR CURRENT, AND WE HAVE NO OBLIGATION TO UPDATE SUCH INFORMATION.

    CERTAIN FEATURES MAY BE OFFERED AS BETA OR EXPERIMENTAL. THESE FEATURES ARE PROVIDED "AS IS," MAY CONTAIN BUGS OR ERRORS, AND MAY BE MODIFIED OR DISCONTINUED AT ANY TIME WITHOUT NOTICE.

    YOU ARE SOLELY RESPONSIBLE FOR EVALUATING THE ACCURACY, USEFULNESS, AND APPROPRIATENESS OF ANY OUTPUTS GENERATED THROUGH THE SERVICES, INCLUDING AI-POWERED FEATURES. OUTPUTS MAY CONTAIN ERRORS OR OMISSIONS.

    13. Indemnification

    13.1 Parsley Indemnification

    Subject to the exclusions below, Parsley will, at Parsley's expense, defend and/or settle any claim, suit or proceeding brought by a third party against Client or Client's officers, directors, employees, agents and affiliates (collectively, "Client Parties") alleging that the platform, as provided by Parsley, infringes any copyright, trademark, trade secret or patent protectable under U.S. law. In addition, Parsley will pay any judgment awarded against the Client Parties or any settlement amount agreed to by Parsley for the indemnified claim. Notwithstanding the foregoing, Parsley shall have no indemnity or other defense obligations in relation to any functionality or services that are being used or are identified as trial use, evaluation use, or beta. THIS INDEMNITY IS THE CLIENT PARTIES' EXCLUSIVE REMEDY AND PARSLEY'S SOLE OBLIGATION AND LIABILITY WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.

    Parsley will have no obligation under Section 13.1(1) with respect to any claim of infringement arising out of or based upon: (i) Client Data; (ii) use of the Services in any manner other than as expressly authorized and contemplated in these Terms; (iii) the combination of the Services with any other software, hardware, material, or processes; or (iv) Client otherwise causing the Services to become infringing (collectively, the "Indemnity Exclusions").

    If Parsley reasonably believes that a claim of infringement relating to the Services may arise, Parsley may, without limiting Parsley's indemnity obligations hereunder, procure the right for Client to continue to use the Services or modify the Services in a functionally equivalent manner so as to avoid such claim of infringement. If the foregoing options are not available on commercially reasonable terms and conditions (in Parsley's determination), Parsley may immediately terminate these Terms and refund to Client a prorated amount of prepaid Fees for access to the Services actually paid by Client for the remainder of the Subscription Term.

    Client Parties that receive notice, or become aware, of a claim that Parsley has agreed to defend under this Section must give Parsley prompt written notice of such claim or allegation setting forth in reasonable detail the facts and circumstances surrounding the claim. The Client Parties will not make any payment or incur any costs or expenses with respect to such claim, except as requested by Parsley or as necessary to comply with this procedure. The Client Parties will not make any admission of liability or take any other action that limits the ability of Parsley to defend the claim. Parsley shall have the right to assume full and complete control of the defense or settlement of such claim or allegation. The Client Parties will fully cooperate in the defense or settlement of the claim as reasonably requested by Parsley.

    All indemnification obligations of Parsley under this Section 13 are subject to the limitations set forth in Section 14, Limitation of Liability.

    13.2 Client Indemnification

    Client will, at Client's expense, defend and/or settle any claim, suit or proceeding brought by a third party against Parsley Parties, arising out of Client's (or any Client User's) use or misuse of the Services, our materials, representations made to Parsley, its Affiliates and/or third parties, violation or breach of these Terms, violation of the rights of any other person or entity, or any Indemnity Exclusions. Parsley reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which Client is required to indemnify Parsley, and Client agrees to cooperate with such defense of these claims.

    14. Limitation of Liability

    14.1 No Liability

    Parsley shall not be liable to the Client or User for any consequences resulting from: any modifications in these Terms, modification of the Services, our materials, Account usage by Client or any part or element thereof, including, but not limited to, any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the Services or materials; deletion of, corruption of, or failure to store any Client Data; use of Client Data by the Client or any of the Users associated with the Account; upgrading or downgrading of a current subscription by Client; any disclosure, loss or unauthorized use of the login credentials of Client or any User due to Client's failure to keep them confidential; Client's use of the Account or the Services by means of web browsers other than those accepted or supported by Parsley; the application of any remedies against the Client or Users by Parsley; for example, if the Client or User has committed a crime or conducted a breach of applicable law by using the Services or any part or element thereof; the differences between technologies and platforms used for access; for example, if certain features, functions, parts or elements of the Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet; Parsley's application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.

    In addition, Parsley and its affiliates shall not be liable to the Client for any claim by any User, person, organization, or third persons against the Client arising out of the Client's failure to: provide Parsley with accurate information about the Client, Users or Account; notify Parsley of any reasons due to which a User does not have the right to use the Account on behalf of the Client; provide any Services or features which it has agreed to provide to any person or organization (whether such failure arises as a result of Parsley's negligence, breach of these Terms or otherwise); ensure the lawfulness of the Client Data; obtain the necessary rights to use the Client Data; or abide by any of the restrictions described in these Terms.

    14.2 Limitation of Liability

    IN NO EVENT SHALL THE AGGREGATE LIABILITY OF PARSLEY PARTIES ARISING OUT OF OR RELATED TO THESE TERMS OR ITS SUBJECT MATTER, WHETHER IN RESPECT OF A SINGLE OCCURRENCE OR A SERIES OF OCCURRENCES, EXCEED THE TOTAL AMOUNT PAID BY CLIENT UNDER THESE TERMS TO PARSLEY FOR THE SPECIFIC SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH LIABILITY AROSE UNDER THESE TERMS. THIS LIMITATION OF LIABILITY IS AN AGGREGATE LIMIT AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE CLAIM OR INCIDENT GIVING RISE TO LIABILITY.

    14.3 Exclusion of Consequential and Related Damages

    IN NO EVENT WILL PARSLEY PARTIES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ITS SUBJECT MATTER FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR DATA, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES HOWEVER ARISING.

    14.4

    THE LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES IN SECTIONS 14.2 AND 14.3 SHALL APPLY: (i) TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OR ELSEWHERE; (ii) TO ALL CLAIMS IN THE AGGREGATE ARISING UNDER OR RELATING TO THESE TERMS OR THE SUBJECT MATTER OF THESE TERMS; (iii) REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UNDER WHICH THE CLAIM ARISES, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, STRICT LIABILITY, OR OTHERWISE; (iv) REGARDLESS OF WHETHER PARSLEY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES; AND (v) REGARDLESS OF IF THE REMEDIES AVAILABLE UNDER THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE.

    14.5

    THE DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY CONTAINED IN THESE TERMS ARE FUNDAMENTAL PARTS OF THE BASIS OF PARSLEY'S BARGAIN HEREUNDER, AND CLIENT ACKNOWLEDGES THAT SUCH PROVISIONS REPRESENT A REASONABLE ALLOCATION OF RISK.

    Since some jurisdictions do not allow certain limitations or exclusions of warranties or liability, some or all of the limitations and exclusions set forth in this Section 14 may be held unenforceable. In such cases, Parsley Parties' liability shall be limited to the greatest extent permitted under applicable law.

    15. Minimum Age Requirements

    Our Services are not directed to individuals under the age of 18. By creating an Account or using the Services, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into these Terms.

    If we learn that an Account has been created or accessed by a person under 18 years of age without verifiable parental consent, we may suspend or terminate the Account and delete associated information in accordance with our Privacy Policy.

    If you are a parent or guardian and believe your child has accessed the Services in violation of this requirement, please contact us at privacy@useparsley.ai.

    16. US Economic Sanctions

    Your access to and use of the Services is subject to compliance with U.S. export control and sanctions laws. By using the Services, you represent and warrant that: You are not located or residing in any country or territory subject to comprehensive U.S. sanctions (including Cuba, Crimea, Iran, North Korea, the Donetsk People's Republic, the Luhansk People's Republic, and Syria). You are not listed on any U.S. government list of prohibited or restricted parties, including OFAC's Specially Designated Nationals and Blocked Persons List, or otherwise subject to U.S. sanctions that would prohibit your access to or use of the Services. You will not, and will not permit any of your customers or potential customers (if applicable) to, use the Services in any manner that would cause Parsley to violate U.S. export controls or sanctions.

    Parsley may restrict or block your access to the Services or terminate this Agreement at any time, without notice, if we determine in our sole discretion that such access could result in a violation of, or unacceptable risk under, applicable export controls or sanctions.

    17. Termination and Suspension

    17.1 Termination for Convenience

    By Client. Client may terminate these Terms and its Account at any time by following the cancellation process provided in the Services or by providing written notice to Parsley. Termination will be effective at the end of the then-current Subscription Term (if applicable).

    By Parsley. Parsley may terminate these Terms for any reason upon reasonable notice to Client. If Client has prepaid Fees for a period extending beyond the termination date, Parsley will provide a pro-rata refund of the unused portion of those Fees.

    Insolvency. Either party may terminate these Terms immediately upon written notice if the other party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.

    17.2 Termination for Cause

    Either party may terminate these Terms upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice of the breach.

    Parsley may also terminate immediately if: Client breaches Sections 6, 7, 8, 10, 11, 13, 15 or 16; Parsley reasonably suspects Client's use of the Services involves illegal activity, violates applicable law, or threatens the security, integrity, or operation of the Services; or Parsley is required to do so by law, court order, or governmental request.

    17.3 Effect of Termination

    Upon termination of these Terms: Client's access to the Services will be deactivated. Client must (i) cease using the Services and (ii) pay any outstanding amounts owed. Except as expressly provided in these Terms, Fees are non-refundable. The provisions of these Terms that by their very nature should survive termination will remain in full force and effect, including but not limited to those relating to intellectual property, ownership, confidentiality, disclaimers, indemnification, limitations of liability, and governing law.

    17.4 Suspension of Services

    Parsley may suspend access to all or part of the Services, including disabling Accounts or removing content, with or without notice, if: There is a threat or attack on the Services or their infrastructure; Client's or any User's use poses a security, legal, or operational risk; Client or any User engages in fraudulent, abusive, or illegal activity; Client becomes insolvent or subject to bankruptcy proceedings; Continued use of the Services would violate applicable law or regulation; or Client materially breaches these Terms.

    Where practicable, Parsley will provide notice of a suspension. Parsley will tailor the scope and duration of the suspension as reasonably necessary to protect the Services and its Users. No refunds or credits will be provided for suspensions in accordance with this Section. Parsley will not be liable for any damages, losses, or costs arising from a suspension.

    18. Jurisdiction and Applicable Law

    This Agreement, and any dispute arising out of or relating to it, shall be governed by and construed in accordance with the laws of the State of Delaware, U.S.A., without regard to its conflict of law principles. To the extent any lawsuit is permitted under this Agreement, you agree to the personal and exclusive jurisdiction and venue of the state and federal courts located in Delaware.

    You are responsible for complying with all laws applicable to your use of the Services, including local export control, data protection, and regulatory requirements in your jurisdiction.

    19. General

    19.1 Relationship of the Parties

    The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, fiduciary duty, or other legal relationship between the parties beyond that of independent contractors. Neither party has authority to bind the other in any way. These Terms do not confer any rights or benefits on any third party.

    19.2 Severability

    Should any part of this Agreement be found invalid, the remaining provisions shall remain in full force and effect.

    19.3 Entire Agreement

    These Terms, together with any referenced policies or supplemental terms (including the Privacy Policy), constitute the entire agreement between Parsley and Client regarding the Services and supersede all prior or contemporaneous agreements, understandings, and communications. The words "including," "include," and "includes" are not limiting and mean "including without limitation." Parsley's remedies under these Terms are cumulative and do not limit other legal or equitable remedies available to it.

    19.4 Modifications

    We may modify these Terms from time to time to reflect changes to our Services or for legal, regulatory, or security reasons. When we make changes, we will update the "Effective Date" date at the top of the Terms. If we determine, in our sole discretion, that a change is material, we may also provide notice through the Services or other means of communication.

    Unless stated otherwise, the amended Terms will take effect immediately and apply on a going-forward basis. By continuing to use our Services after the Terms are updated, you agree to be bound by the revised Terms. If you do not agree with the changes, you may stop using the Services and cancel any active subscriptions.

    The most current version of the Terms will always be available on our website.

    19.5 Assignment

    Client may not assign, transfer, or delegate these Terms or any rights or obligations hereunder without Parsley's prior written consent. Any attempted assignment without consent will be void. Parsley may freely assign or transfer these Terms without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets.

    19.6 No Waiver

    No failure or delay by either party in exercising any right, remedy, power, or privilege under these Terms will operate as a waiver of that right, remedy, power, or privilege. A waiver must be in writing and signed by the party granting it.

    19.7 Notices

    Except as otherwise specified in these Terms, all notices to Parsley must be sent in writing to legal@useparsley.ai and will be deemed received when delivered.

    19.8 Force Majeure

    In no event shall Parsley be liable, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Parsley's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, cyber attacks, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.