Important: Read this Parahelp service agreement ("agreement") before installing or using the Parahelp service (as defined below). This is a legal agreement between OWND ApS ("Parahelp") and you or the entity that you represent ("customer") (individually a "party", collectively the "parties"). This agreement governs customer's use, including any free trial use, of the Parahelp service (as defined below). By accepting this agreement, either by clicking a box or button indicating your acceptance, by executing an order that references this agreement, or by downloading, installing, using, or accessing the Parahelp service, you agree to the terms of this agreement. If you are downloading, installing, using, or accessing the Parahelp service for use by an entity or other individuals other than yourself, you represent that you have the authority to bind such entity and its affiliates to this agreement. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this agreement and may not copy, install, use, or access the Parahelp service. If you have separately negotiated another agreement with Parahelp, the terms of such agreement shall override these terms and Parahelp's online terms of service.

This Agreement (“Agreement”), is made by and between “Customer” and OWND ApS (“Service Provider”). Customer and Service Provider are each a “Party” and together are the “Parties”. This Agreement sets forth the terms and conditions applicable to Service Provider’s performance of the services (“Parahelp”) as outlined in the “Parahelp Service” attached hereto as Exhibit A.

1. License

During the Term (defined on Order), Service Provider grants to Customer the limited, non-exclusive, non-transferable, revocable right to use Parahelp as described and set forth in Exhibit A, along with any related documentation, subject to the terms and conditions of this Agreement and the following limitations:

• Customer shall solely use Parahelp in connection with Service Provider; and b. Any and all use of the Parahelp must be in accordance with all applicable laws and regulations, including but not limited to those regarding export and data privacy.

All rights, titles, and interests in and to Parahelp, the documentation, and all copies thereof shall at all times remain with the Service Provider.

2. Customer’s Obligations

Customer shall not, and shall not authorize or enable any third party to reverse engineer, decompile, or disassemble Parahelp or otherwise attempt to discover any source code of Parahelp. If Customer decides to host Parahelp, Customer will be responsible for providing a Google Cloud Platform (GCP) Project or Amazon Web Services Account in which Parahelp software will run. If Customer is using Parahelp's SaaS version, no additional action is required. Customer agrees to participate in surveys, product feedback (through multiple channels) and communication with Service Provider for the purposes of product feedback.

3. Confidentiality

“Confidential Information” means information, in any form or format, marked confidential, identified as Confidential Information at the time of disclosure, or the nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. Confidential Information includes, but is not limited to, trade secrets, benchmarks, pricing, and roadmaps. Recipient shall use Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement. Recipient shall not use Confidential Information for any other purpose, including without limitation, to develop, manufacture, market, or sell products or services that compete with those of the Discloser. Recipient will use at least commercially reasonable efforts to maintain the confidentiality of the Discloser’s Confidential Information, agrees to use Confidential Information only for purposes consistent with this Agreement, and will notify the Discloser promptly of any unauthorized use or disclosure of Confidential Information. Confidential Information may be disclosed and used by recipient’s employees, contractors, professional advisors, and third parties having a need to know and who are under a similar obligation of confidentiality.

4. Warranties

Service Provider represents covenants and warrants that: (a) Service Provider will perform with due diligence and in a professional manner and full compliance with the highest professional and ethical standards of practice in the industry, all applicable laws and regulations (including but not limited to employment, privacy and export laws and regulations) and Customer’s privacy, safety and security rules and regulations and to Customer’s reasonable satisfaction; (b) Service Provider will not offer, give or receive money, gifts, favors or excessive entertainment to Customer employees or customers. Service Provider is not restricted or under any obligation by a current or former employer or contractor which limits, restricts, or in any way affects Service Provider’s ability to comply with this Agreement; (c) Parahelp is wholly original with Service Provider; (d) Parahelp does not and will not infringe, misappropriate or violate any third party’s proprietary rights or intellectual property rights; and (e) Parahelp does not and will not contain any viruses, which will mean any computer code or routine designed to disrupt, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of any software, or any other associated software, firmware, hardware, or computer system (including local area or wide-area networks), in a manner not intended by Customer. See Exhibit B for further details on support and availability warrants.

5. Limitation of liability

Notwithstanding anything to the contrary, except for bodily injury of a person, neither party shall be responsible or liable with respect to any subject matter of this agreement or terms and conditions related thereto under any contract, negligence, strict liability or other legal or equitable theory: (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business or profits; (b) for any indirect, exemplary, incidental, special or consequential damages; (c) for any matter beyond a party’s reasonable control; or (d) for any amounts that, together with amounts associated with all other claims, exceed the fees actually paid by Customer to Service Provider for the applicable services under this agreement or relating to any subject matter of this agreement in the 12 months prior to the act that gave rise to the liability, even if the party has been advised of the possibility of any of the foregoing types of losses or damages. Customer acknowledges that an interruption in service(s) due to circumstances beyond the reasonable control of Service Provider, such as a failure of telecommunications or network systems not controlled by Service Provider, shall not be considered a service outage or service deficiency for purposes of any remedy provided in this agreement.

6. Termination

6.1. Customer may not terminate this Agreement at any time with or without cause except that either Party may terminate this Agreement upon written notice to the other if the other Party is in breach of any material term or condition of this Agreement and the breaching Party fails to cure the breach within 30 days of receipt of notice of that breach.

6.2. Customer has 30 days before Renewal Date to notify Service Provider of non-renewal or their contract will automatically renew. If you have separately negotiated another agreement with Parahelp, the terms of such agreement shall override these terms and Parahelp's online terms of service.

6.3. In the case where Customer is using the Parahelp hosted deployment model and Customer decides to terminate their agreement with Service Provider or Party fails to cure a breach within the time stated in Section 7.1, Parahelp will wipe all Customer’s data completely within 7 days.

7. Support

Service Provider offers support for your submitted issues. Business hours are 9 am - 5 pm Pacific time, Monday through Friday, excluding standard holidays. The official submittal method is email to anker@parahelp.com. Parahelp also offers other communications channels that are not part of the official support, like a dedicated Slack channel. See Exhibit B for further details on support and availability warrants.

8. Term

The term of this Agreement shall commence on the Service Start Date listed in the Order and shall continue to the Renewal Date listed in the Order, at which time the Parties may, upon mutual agreement, agree to renew the Contract Term Length as outlined in the Order.

9. Third Party Software and Services

As part of the Parahelp Services, Service Provider may make third party software and services available to Customer. Such third party software and services are governed by their respective terms and conditions, and this Agreement in no way modifies or alters such third party terms and conditions or imposes additional terms and conditions other than those set forth herein. In particular, when using Azure OpenAI, OpenAI, or AWS third party through the Parahelp Services, the following terms and conditions apply:a. Explicit Feature Usage: Parahelp will only transmit customer data to Azure OpenAI/OpenAI/AWS upon usage of generative AI features within the Parahelp platform. This condition reinforces the principle of data minimization and ensures that data is only shared with Azure OpenAI/OpenAI/AWS when necessary for the specific purposes of providing the requested generative AI functionalities.b. Training Data Restrictions: While using Parahelp's OpenAI/Azure/AWS key, customer data will not be used to inform or train Azure OpenAI/AWS/OpenAI's generative AI model(s).c. Customer Key Usage Responsibility: If Customer chooses to use their own generative AI model API key instead of Parahelp's Azure OpenAI/OpenAI/AWS key, Customer is responsible for negotiating and adhering to the terms of usage, training, and retention with their model directly. In this scenario, Parahelp will not be responsible for managing any relationship between Customer and the generative AI model provider or for any terms and conditions agreed upon by Customer and the provider (i.e. no Parahelp guarantee on no training on customer data, etc. by Azure OpenAI, AWS or OpenAI).

10. Law and venue

This Agreement is governed by the laws of the State of California. Disputes must be brought before the courts of the county of San Fransisco, unless amicably resolved by negotiations and mediation.

EXHIBIT A – Parahelp Service

This Exhibit A is governed by the Agreement (“Agreement”) between Customer and Service Provider and is fully incorporated therein. All terms used in this Exhibit and not otherwise defined will have the same meaning as in the Agreement.

1. Parahelp AI Agent

Service Provider provides generative AI capabilities that allow users to access the following features: Analysis of support tickets, AI drafting of responses to support tickets, and AI resolution of repetitive tickets.

Parahelp Agent will respect the same infrastructure, configuration, security, and permissions listed in the Agreement.

2. Parahelp Integrations

Service provider provides the option to integrate with different customer applications and knowledge sources to provide the best Parahelp AI Agent experience possible. Service Provider will be granted API or admin sign-in access to each of the various data sources that Customer would like to be able to include in agent services. That data will then be ingested and indexed by Service Provider software running within a dedicated Project inside of Customer’s Cloud Services account or within a project in Service Provider’s cloud. All ticketing data from support ticket system integrations will be connected to and saved via Merge. Merge holds SOC II Type 2, ISO 27001, and HIPAA certifications. Merge is also compliant with GDP and CCPA. For more information about Merge’s security measures, see https://trust.merge.dev/ and https://help.merge.dev/en/articles/5389408-merge-data-encryption-and-storing-standards/.

Similar to large cloud companies, Service Provider continuously improves its services and search result quality by reviewing performance data, monitoring service usage, debugging issues brought to their attention, and incorporating customer feedback.

3. Parahelp Services

Service Provider provides a fully managed solution, and Service Provider will fully manage, monitor, and provide updates.

EXHIBIT B – Parahelp Support and Availability

This Exhibit A is governed by the Agreement (“Agreement”) between Customer and Service Provider and is fully incorporated therein. All terms used in this Exhibit and not otherwise defined will have the same meaning as in the Agreement.

1. Definitions

1.1. "Support Hours" means 9:00 AM to 5:00 PM Pacific Time, Monday through Friday, excluding holidays observed by Parahelp.
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1.2. "Severity Levels" are defined as follows:
Critical: The Service is completely unavailable or unusable.
High: A major function of the Service is severely impacted or degraded.
Medium: A function of the Service is impacted or degraded, but a workaround exists.
Low: A minor issue that does not significantly impact Service functionality.

2. Support

2.1 Service Provider will provide technical support during Support Hours. 

2.2 Customers may submit support requests via email to anker@parahelp.com or through a shared Slack Channel.

‍2.3 Service Provider will use commercially reasonable efforts to respond to support requests within the following timeframes:
Critical: 1 hour
High: 3 hours
Medium: 6 hours
Low: 12 hours

3. Service Availability

2.1 Service Provider will provide technical support during Support Hours. 

2.2 Customers may submit support requests via email to anker@parahelp.com or through a shared Slack Channel.

‍2.3 Service Provider will use commercially reasonable efforts to respond to support requests within the following timeframes:
Critical: 1 hour
High: 3 hours
Medium: 6 hours
Low: 12 hours

4. Outage Communication

4.1. In the event of an unplanned outage or significant degradation of the Service, Service Provider will:

a) Notify affected customers via email and/or status page updates within 1 hour of identifying the issue.

b) Provide updates on the progress of resolution efforts at least every 2 hours until service is restored.

c) Deliver a post-incident report within 3 business days of resolving any Critical or High severity outage, detailing the cause and steps taken to prevent recurrence.

5. Limitations

5.1. This SLA does not apply to any performance issues caused by:

a) Factors outside of Parahelp's reasonable control.

b) Customer's hardware, software, or network connections.

c) Customer's misuse of the Service d) Beta or trial versions of features of the Service.