Parational Solutions Corporation — End User License Agreement (EULA) and SaaS Terms

Effective Date: [2025-08-14]

This End User License Agreement and Software-as-a-Service Terms (the "Agreement") governs access to and use of Parational software, add-ins, and hosted services, including Parational Sync, Parational Transcript, and Parational Agent (collectively, the "Services" or "Software"), provided by Parational Solutions Corporation ("Parational," "we," "us," or "our"). By clicking accept, installing any add-in, or accessing the Services, you agree to this Agreement. If you do not agree, do not install or use the Services.

Provider (Licensor): Parational Solutions Corporation

1. Definitions

Affiliate: An entity that controls, is controlled by, or is under common control with a party.
Authorized Users: Your employees, contractors, or agents whom you authorize to access the Services under your account.
Client Data: Data, content, files, messages, and other information submitted to, processed by, or generated within the Services by you or on your behalf, including personal data.
Confidential Information: Non-public information disclosed by one party to the other that is designated confidential or should reasonably be understood as confidential.
Documentation: User guides, policies, technical docs, and materials provided by Parational relating to the Services.
Order: An order form, online checkout, subscription enrollment, or similar document specifying Services, quantities, and pricing.
Personal Data: Any information relating to an identified or identifiable natural person.
Preview/Beta Services: Pre-release features or services identified as preview, beta, trial, or evaluation.
Third-Party Services: Any third-party platform, product, integration, website, or service (e.g., Microsoft 365, OneDrive, Outlook, Clio) connected to or used with the Services.
Inputs: Prompts, instructions, configurations, and Client Data you provide to or make available within the Services.
Outputs: Content generated by the Services based on Inputs, including text, summaries, analyses, transcripts, and recommendations.

2. Accounts; Access and Use

2.1 Account. You must maintain accurate account information and ensure that credentials are kept confidential. You are responsible for all activities under your account.

2.2 License Grant. Subject to this Agreement and the applicable Order, Parational grants you a limited, non-exclusive, non-transferable, revocable right for Authorized Users to access and use the Services and Documentation for your internal business purposes during the Subscription Term.

2.3 Software Components. To use certain Services, you may need to deploy client software or Microsoft Office add-ins. Parational grants you a limited, non-exclusive, non-transferable license to install and run such software solely to access the Services while your subscription is active.

2.4 Restrictions. You shall not (and shall not permit any third party to):

Copy, modify, translate, or create derivative works of the Services or Software.
Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code (except to the extent permitted by law).
Access or use the Services for competitive analysis, benchmarking (without our prior written consent), or to build a competing product.
Remove proprietary notices or circumvent security or usage limitations.
Use the Services in violation of laws, to transmit malware, or to infringe third-party rights.
Exceed the scope, seats, or usage limits in the Order.

2.5 Third-Party Services. The Services may interoperate with Third-Party Services (e.g., Microsoft Graph, Outlook, OneDrive, Clio). Your use of Third-Party Services is governed by those providers’ terms. Parational is not responsible for Third-Party Services, their acts/omissions, or data practices. We may exchange Client Data with Third-Party Services at your direction.

2.6 No Legal Advice; No Attorney-Client Relationship. The Services are informational tools and are not a substitute for professional legal advice, judgment, or independent verification. Parational is not a law firm and does not provide legal services. Use of the Services does not create an attorney–client relationship. You remain solely responsible for reviewing, validating, and determining the appropriateness of any Outputs before use.

2.7 AI Inputs and Outputs. As between the parties, you own your Outputs. You are responsible for reviewing and verifying Outputs and for your use of them. Parational makes no representation that Outputs are error-free or free of third-party rights.

2.8 Recording and Consent (Parational Transcript). You represent and warrant that you have obtained and will maintain all notices and consents required by applicable law from participants for recording, transcription, processing, and storage of audio/video content processed by the Services.

2.9 Customer Responsibilities. You are responsible for (i) obtaining and maintaining required third-party accounts and licenses; (ii) providing and maintaining required tenant and mailbox administrator consents and scopes; (iii) configuring matter mappings, folders, and policies; and (iv) ensuring your use complies with Third-Party Service terms and applicable law.

3. Client Data; Privacy; Security

3.1 Client Data Ownership. As between the parties, you own Client Data. You grant Parational a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, and display Client Data to provide the Services, security, support, and as otherwise permitted in this Agreement.

3.2 Data Protection. Parational acts as a Processor/Service Provider for Client Data and will implement appropriate technical and organizational measures to protect Client Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. A Data Processing Addendum ("DPA") is available upon request and, when executed, is incorporated into this Agreement. Cross-border transfers will be safeguarded via recognized transfer mechanisms (e.g., Standard Contractual Clauses) as applicable. Subprocessors may include Microsoft and cloud infrastructure vendors; a current list is available upon request.

3.3 Personal Data; Privacy. Our use of Personal Data is described in our Privacy Policy, which is incorporated by reference. You are responsible for obtaining all necessary consents, providing notices, and having a lawful basis for processing Client Data within the Services.

3.4 Security Events. If we become aware of a Security Incident impacting Client Data in our possession, we will notify you without undue delay and in any event within 72 hours after confirming such incident, provide information we can reasonably disclose as required by applicable law, and cooperate consistent with our incident response procedures.

3.5 Aggregated/De-Identified Data. We may generate and use Aggregated or De-Identified data derived from Client Data to operate, analyze, improve, and develop the Services, provided such data does not identify you or any data subject.

4. Support; Availability; Previews

4.1 Support. Parational provides commercially reasonable support during standard business hours [9:00–7:00 Eastern Time, Mon–Fri, excluding local/federal holidays]. You may submit support requests through designated channels.

4.2 Availability. We will use commercially reasonable efforts to make the Services available, subject to maintenance, modifications, and factors outside our control (e.g., Third-Party Service outages, force majeure). No uptime service level agreement (SLA) is provided.

4.3 Changes. We may modify the Services, Documentation, or features; if a change materially diminishes core functionality, you may terminate the affected Service on 30 days’ notice and receive a pro rata refund for prepaid, unused fees for that Service.

4.4 Preview/Beta Services. Preview features are provided "AS IS," may be discontinued at any time, and are excluded from SLAs and support commitments.

5. Fees; Taxes; Payment

5.1 Fees. You will pay all fees specified in the Order. Unless otherwise stated, fees are based on subscriptions purchased and not actual usage, and payment obligations are non-cancelable and fees non-refundable.

5.2 Invoices; Payment Terms. Invoices are due within 30 days of invoice date unless otherwise set in the Order. Late amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law, plus reasonable collection costs.

5.3 Taxes. Fees are exclusive of taxes. You are responsible for all sales, use, VAT/GST/HST, withholding, and other taxes, except taxes on Parational’s income. If withholding is required by law, you shall gross up payments so that Parational receives the full amount invoiced.

5.4 Changes in Quantities. Seat increases and usage overages may be billed pro rata for the remainder of the then-current term and thereafter at the then-current rate.

5.5 Auto-Renewal; Refunds. Subscriptions renew automatically for successive terms equal to the initial term unless canceled per the Order or your account settings. No refunds are issued for partial periods; cancellations take effect at the end of the current term.

6. Term; Termination; Suspension

6.1 Term. This Agreement starts on the Effective Date and continues while you have an active subscription or access. Each subscription auto-renews as described in Section 5.5.

6.2 Termination for Cause. Either party may terminate this Agreement or an Order immediately upon written notice if the other party materially breaches and fails to cure within 30 days after notice (10 days for payment breaches).

6.3 Effect of Termination. Upon termination/expiration, your right to access the Services ends and you must cease use and uninstall any Software. Upon written request within 30 days after termination, we will make available then-available export tools or a copy of Client Data. Thereafter, Client Data in production systems will be deleted within 30 days and in backups within 90 days via routine cycles, subject to legal retention obligations or legal hold upon your written instruction.

6.4 Suspension. We may suspend access immediately if (a) necessary to prevent harm or protect the Services, (b) you fail to pay undisputed amounts after notice, or (c) you violate this Agreement or law. We will limit suspension to the affected portion where feasible and restore promptly after resolution.

7. Intellectual Property; Feedback

7.1 Parational IP. Parational and its licensors retain all rights, title, and interest in and to the Services, Software, Documentation, and all related intellectual property, including improvements, updates, and derivative works.

7.2 Feedback. You grant Parational a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate any feedback, suggestions, or ideas you provide, without restriction or obligation.

7.3 Open Source and Third-Party Components. Certain components may be provided under separate open-source or third-party licenses. To the extent of any conflict with this Agreement, those licenses govern such components.

8. Confidentiality

Each party will use the other’s Confidential Information only to perform under this Agreement, protect with at least reasonable care, and disclose only to those with a need to know under confidentiality obligations. Exclusions include information that is public through no fault of recipient, independently developed, or rightfully obtained from a third party. If compelled by law to disclose, the recipient will provide notice (unless prohibited) and reasonably cooperate.

9. Representations; Disclaimers

9.1 Mutual Representations. Each party represents that it has the right, power, and authority to enter into and perform under this Agreement, and will comply with applicable laws in performing hereunder.

9.2 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES, SOFTWARE, PREVIEWS, AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICES ARE ERROR-FREE OR UNINTERRUPTED.

10. Indemnification

10.1 By Parational. We will defend you against third-party claims alleging that the Services, as provided by Parational and used in accordance with this Agreement, directly infringe a valid intellectual property right, and will pay damages and costs finally awarded or agreed in settlement. If the Services are enjoined, we may procure the right to continue using, modify to be non-infringing, or terminate the affected Services and provide a pro rata refund for prepaid, unused fees.

Exclusions: Claims arising from (a) unauthorized use; (b) combination with products/services not provided by Parational where the claim would not arise but for the combination; (c) Client Data or specifications provided by you; or (d) open-source components.

10.2 By You. You will defend Parational against third-party claims arising from (a) Client Data (including alleged infringement, privacy, or data protection violations) or (b) your use of the Services in violation of this Agreement or law, and pay damages and costs finally awarded or agreed in settlement.

10.3 Conditions. The indemnified party must provide prompt notice, reasonable cooperation, and grant control of the defense/settlement to the indemnifying party, who may not settle any claim imposing non-monetary obligations on the other party without consent (not unreasonably withheld).

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.
EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO PARATIONAL FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY.
THE ABOVE EXCLUSIONS/LIMITS DO NOT APPLY TO (A) YOUR PAYMENT OBLIGATIONS; (B) VIOLATIONS OF PARATIONAL’S IP RIGHTS; (C) INDEMNIFICATION OBLIGATIONS FOR IP INFRINGEMENT; OR (D) LIABILITY THAT CANNOT BE LIMITED BY LAW.

12. Compliance; Export; Anti-Corruption; Sanctions

You represent and warrant that you and your Authorized Users are not located in, under control of, or a national/resident of any country or party subject to embargo/sanctions, and you will comply with export control, anti-bribery/anti-corruption, and sanctions laws. You will not use the Services for prohibited end uses (e.g., weapons proliferation, unlawful mass surveillance). Government end users obtain rights only as set out in this Agreement.

13. Publicity

With your prior written consent, Parational may use your name and logo for customer lists and marketing materials. You may revoke consent at any time with written notice, and Parational will cease new uses and remove feasible uses prospectively.

14. Notices

Legal notices must be sent to: Parational Solutions Corporation, Attn: Legal, 112 - 970 BURRARD STREET, VANCOUVER BC V6Z 2R4, CANADA; Email: support@parational.com; and to you at the contact set in your account or Order. Notices are deemed given upon receipt.

15. Assignment; Subcontracting

You may not assign this Agreement without Parational’s prior written consent, except to an Affiliate or successor in a merger, acquisition, or sale of substantially all assets, provided the assignee is not a competitor of Parational and agrees in writing to be bound by this Agreement. Parational may assign or subcontract performance, remaining responsible for subcontractors’ performance.

16. Force Majeure

Neither party is liable for failure or delay due to events beyond reasonable control (including outages of Third-Party Services, internet providers, cloud platforms, acts of God, labor disputes, governmental actions), provided the affected party uses commercially reasonable efforts to mitigate.

17. Entire Agreement; Order of Precedence; Amendments

This Agreement (including the DPA, Privacy Policy, Orders, and incorporated documents) is the entire agreement regarding the subject matter and supersedes prior agreements. In case of conflict: Order > DPA > this Agreement > Documentation. We may update online terms with notice; material adverse changes will not apply during a then-current term unless you consent.

18. Severability; Waiver; Independent Contractors

If any provision is unenforceable, the remainder remains in effect. Failure to enforce is not a waiver. The parties are independent contractors; no partnership, agency, or fiduciary relationship is created.

19. Governing Law; Venue

This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of laws. The parties submit to the exclusive jurisdiction and venue of the courts located in Vancouver, British Columbia, Canada. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

20. Product-Specific Terms; AUP

Additional definitions or product-specific terms may be provided in Documentation or the applicable Order and are incorporated herein by reference. An Acceptable Use Policy (AUP) prohibiting unlawful content, malware, spamming, platform abuse, and rights violations applies and is incorporated by reference.