Paradigm Terms of Service

BY AGREEING TO THE PARADIGM TERMS OF SERVICE (THE “TERMS OF SERVICE”) ON PARADIGM STRATEGY INC.’S (“PARADIGM”) WEBSITE, OR BY EXECUTING AN SOW (AS DEFINED BELOW), YOU AND ANY ENTITY THAT YOU REPRESENT (COLLECTIVELY, “CUSTOMER”) ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THESE TERMS OF SERVICE (COLLECTIVELY WITH ALL SOWS AND ORDER FORMS, THE “AGREEMENT”). CUSTOMER’S CONTINUED USE OF OR ACCESS TO ANY SERVICES (AS DEFINED BELOW) PROVIDED BY PARADIGM SHALL ALSO CONSTITUTE ASSENT TO THE TERMS OF THIS AGREEMENT. IF CUSTOMER DOES NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT THEN CUSTOMER SHOULD NOT UTILIZE PARADIGM’S SERVICES. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. IF YOU ARE EXECUTING THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO DO SO.

1. SERVICES AND USE

1.1. Subject to the terms and conditions of this Agreement, Customer hereby contracts with Paradigm to receive certain services from Paradigm (collectively, the “Services”) as specified on (a) one or more Statements of Work mutually executed by Customer and Paradigm (each, an “SOW”) and/or (b) Paradigm’s website pursuant to an online order form (an “Order Form”). The Services are subject to modification and improvement from time to time at Paradigm’s sole discretion. Paradigm shall perform all Services as an independent contractor of Customer. Neither Paradigm nor any of Paradigm’s employees or contractors (including subcontractors) may look to Customer as his or her employer, or as a partner, agent or principal.

1.2. Customer will provide the data, information, and content to Paradigm required for Paradigm to provide the Services, including data, information, and content provided to Paradigm by Customer’s end users and other third parties acting on behalf of Customer (collectively, “Content”). Customer will reasonably cooperate with Paradigm in connection with the performance of this Agreement, taking such actions as Paradigm may reasonably request, to assist in the provision of the Services. Paradigm shall not be liable for any delay or failure to perform its obligations, or for any inaccurate or incomplete results of its performance, to the extent arising from Customer’s failure to provide sufficient resources, information, or cooperation. In the event Customer purchases Platform Services, Customer shall receive access to such Platform Services promptly following Paradigm’s completion of any set-up and implementation required thereof. Customer’s access to the Services is expressly limited to the number of users set forth in the applicable SOW or Order Form, and Customer will be directly responsible to Paradigm with respect to all actions and/or inactions of end-users of the Services, including but not limited to the security and confidentiality of all usernames and passwords of end-user accounts.

1.3. Customer shall not, and shall not permit any third party (including its end-users) to: (a) access the Services except as permitted in the Agreement; (b) as applicable, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure or algorithms of the Services or any software, documentation or data output provided or used by Paradigm; (c) copy, record (audio or video), modify, translate, or create derivative works based on, the Services or the Paradigm-Provided Materials (as defined below); (d) except as expressly permitted herein, use Paradigm’s Reach Web Application or Blueprint Web Application (the “Platform Services”) or software for the benefit of any third party; (e) use Services other than in accordance with this Agreement and in compliance with all applicable laws and regulations; (f) except as expressly permitted by the functionalities of the Platform Services, run or use any processes that run or are activated while Customer is not logged on to the Platform Services or that “crawl,” “scrape,” or “spider” the Platform Services; (g) use the Services in a way that abuses, disables, interferes with, or disrupts Paradigm or any other person or technology; (h) build or benchmark a competitive product or service; or (i) use the Services in any manner that (i) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any user authentication or security process), (ii) impersonates any person or entity, including without limitation any employee or representative of Paradigm, or (iii) contains a virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, malware, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs).

2. CONFIDENTIALITY; NON-SOLICITATION

2.1. CONFIDENTIALITY.

2.1.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information (a) relating to the Disclosing Party’s technology or business and (b) that a reasonable person in similar circumstances to the Receiving Party would consider to be confidential (hereinafter referred to as “Confidential Information” of the Disclosing Party). Without limiting the foregoing, the Services (and all materials, Courses (as defined below), Training Materials (as defined below), strategies, recommendations provided by Paradigm to Customer pursuant to Paradigm’s provision of the Services (“Paradigm-Provided Materials”), trade secrets, processes, techniques, and all improvements and derivatives thereof) and Anonymized Content (as defined below) are Paradigm’s Confidential Information, and the Content provided by Customer is Customer’s Confidential Information. The Receiving Party acknowledges and agrees that the Disclosing Party’s Confidential Information is of a unique character and value, the unauthorized disclosure of which may cause irreparable harm to the Disclosing Party, for which monetary damages may be insufficient. Accordingly, in addition to all other remedies available to it, the Disclosing Party may seek equitable relief, including injunctive relief, to enforce any provision of this Section 2.1 without the need to post any bond or other security or to prove the inadequacy of monetary damages.

2.1.2. The Receiving Party agrees: (a) except as expressly provided herein, not to disclose to any third party any such Confidential Information, (b) not to use any such Confidential Information for any purpose except to the extent necessary to, in the case of Paradigm, perform the Services, or, in the case of Customer, to receive and internally use the results of the Services, as applicable, (c) to give access to such Confidential Information solely to those employees (and, with respect to Paradigm, sub-processors and subcontractors) with a need to have access thereto for purposes of this Agreement (and who are bound by confidentiality obligations at least as protective of the Disclosing Party’s Confidential Information as this Agreement), (d) to take the same security precautions to protect against disclosure or unauthorized use of such Confidential Information that the Receiving Party takes with its own information of a similar nature, but in no event will the Receiving Party apply less than reasonable precautions to protect such Confidential Information, and (e) to promptly notify the Disclosing Party upon learning of any unauthorized disclosure or use of such Confidential Information.

The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can demonstrate by written evidence (1) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, (2) was rightfully in its possession or known by it without restriction, prior to receipt from the Disclosing Party, (3) was rightfully disclosed to it without restriction by a third party, or (4) was independently developed without use of any Confidential Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing Confidential Information pursuant to any judicial or governmental order, provided that the Receiving Party (to the extent legally permissible) gives the Disclosing Party reasonable prior notice of such disclosure to contest such order.

2.1.3. Notwithstanding the foregoing Sections 2.1.1 and 2.1.2, Customer agrees that any handling or processing of personal information by Paradigm shall be governed by Paradigm’s Privacy Policy.

2.2. NON-SOLICITATION.

Customer agrees that, during the Term and for a period of 2 years thereafter, Customer shall not, directly or indirectly, on Customer’s own behalf or on behalf of any person or entity, without the prior written consent of Paradigm, solicit, recruit or hire, or attempt to solicit, recruit or hire, any officer, director, employee, agent, consultant or contractor of Paradigm or its affiliates (each, a “Restricted Employee”), or induce or attempt to induce any Restricted Employee to leave the employ of or cease doing business with Paradigm; provided, that the foregoing shall not prohibit a general solicitation to the public of general advertising or similar methods of solicitation by search firms not specifically directed at Restricted Employees. In addition to all other remedies available to it, Paradigm may seek equitable relief, including injunctive relief, to enforce any provision of this Section 2.2 without the need to post any bond or other security or to prove the inadequacy of monetary damages.

3. INTELLECTUAL PROPERTY RIGHTS

3.1. Except as expressly set forth herein, Paradigm reserves and retains all right, title and interest (including all intellectual property rights) in and to (a) the Services, including all related software and intellectual property embedded in the Services or used to provide the Services, and (b) the Paradigm-Provided Materials. Customer will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement. Except as expressly set forth herein, this Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Services or related software, or any intellectual property rights.

3.2. Subject to the terms and conditions of this Agreement, Paradigm grants to Customer a worldwide, non-exclusive license to internally use for the sole benefit of Customer the Paradigm-Provided Materials (excluding any PowerPoint presentation used by Paradigm to provide the Services). Notwithstanding anything to the contrary herein, Customer will not disclose, or permit disclosure of, any Paradigm-Provided Materials to any third party.

Notwithstanding the foregoing, in the event Customer purchases Services that include (a) downloadable courses and/or microlearnings or courses and/or microlearnings distributed via file format (“Courses”) or (b) training materials to permit Customer to train its employees (“Training Materials”), as applied to such Services, (i) the license set forth in this Section 3.2 shall terminate upon expiration or termination of the applicable Services Term (as defined below), and (ii) access to the Courses and Training Materials shall be limited to such number of end-users set forth in the applicable SOW or Order Form. Any Paradigm-Provided Materials subject to such Services shall be displayed in substantially the same manner as provided by Paradigm, and shall not be amended or modified without Paradigm’s prior written consent. Following expiration or termination of the applicable SOW, Customer shall return or destroy all Courses and Training Materials in its possession, including any copies thereof.

3.3. Customer and its licensors shall have and retain all right, title and interest in and to the Content. If Paradigm receives any notice or claim that any Content, or activities hereunder with respect to any Content, may infringe or violate rights of a third party (including privacy rights) or any applicable law or regulation, Paradigm may (but is not required to) suspend activity hereunder with respect to that Content. Customer, on behalf of itself and its suppliers and licensors (as applicable), hereby grants Paradigm a worldwide, non-transferable, non-sublicensable, non-exclusive license to view, copy, reformat, distribute, display and analyze the Content (a) in connection with Paradigm’s performance of the Services; (b) to further develop and improve Services and other products or services of Paradigm; and (c) to monitor the performance of the Services. Customer, on behalf of itself and its suppliers and licensors (as applicable), also hereby grants Paradigm a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive, sublicensable and transferable license to (i) anonymize and de-identify the Content and other metrics and data related to Customer’s use of the Services (“Anonymized Content”) for any purpose, provided that such Anonymized Content cannot be used to identify Customer or its users, customers, personnel, or any other identifiable individual and (ii) all suggestions, enhancement requests, feedback, and recommendations provided by Customer or any of its end-users relating to the Services (“Feedback”). Customer agrees that the foregoing license includes, without limitation, the right for Paradigm to create derivative works of and to extract information from the Anonymized Content, to disclose, sell, and/or publish the Anonymized Content to third parties, and to use the Anonymized Content to deliver, modify, update, correct, and improve the Services. Customer agrees that Paradigm may use the Feedback without restriction and without any notice, attribution or compensation to Customer. Paradigm is permitted to disclose that Customer is one of its customers in the ordinary course of its sales cycle. Subject to Customer’s prior written consent, Paradigm may include Customer’s name and logo on its website and marketing materials.

4. PAYMENT OF FEES

4.1. Customer shall pay all fees set forth on the applicable SOW or Order Form (“Fees”) without any right of set-off or deduction, and in accordance with the terms of the applicable SOW or Order Form. Unless otherwise set forth in an SOW or Order Form, all Fees shall be paid by Customer in advance within 30 calendar days following Customer’s receipt of an undisputed invoice. All Fees paid hereunder (including any prepaid amounts) are non-refundable and non-cancellable for any reason, except as set forth in Section 5.3 or in an applicable SOW.

4.2. Unpaid Fees are subject to a finance charge equal to the lesser of 1.0% per month and the maximum permitted by law, plus all expenses of collection, including reasonable attorneys’ fees. Fees under this Agreement are exclusive of all taxes, including national, state or provincial and local use, sales, value-added, property and similar taxes, if any. Customer agrees to pay such taxes (excluding taxes based on Paradigm’s net income) unless Customer has provided Paradigm with a valid exemption certificate. In the case of any withholding requirements, Customer will pay any required withholding itself and will not reduce the amount paid to Paradigm on account thereof.

5. TERM AND TERMINATION

5.1. Unless earlier terminated in accordance with this Section 5, this Agreement shall be effective from the date of Customer’s acceptance of this Agreement until the expiration or termination of Customer’s subscription to the Platform Services and of all SOWs hereunder (the “Term”).

5.2. The term of Services subject to an SOW or an Order Form shall begin on the date of such SOW or Order Form and continue for the period set forth in the applicable SOW or Order Form (the “Services Term”). In the event the Services Term is subject to renewal (such term, the “Renewal Term”), the Fees for such base-level Services during the applicable Renewal Term shall automatically increase by 5.0% per Service unless otherwise mutually agreed between Paradigm and Customer. For the avoidance of doubt, customizations and translations are not subject to automatic renewal and must be re-ordered for any applicable Renewal Term. Either party may provide written notice of its intention not to renew the applicable SOW or subscription at least 30 calendar days prior to expiration of the then-current Services Term.

5.3. Either party may terminate (a)(i) an SOW or a subscription purchased via Order Form, or (ii) this Agreement in its entirety (including all Services subject to this Agreement) upon 30 calendar days’ prior written notice in the event of any material breach of this Agreement by the other party hereto (including, without limitation, by Paradigm in the event of any breach by Customer of Section 2 and/or failure to pay any Fees when due hereunder) that is not cured during such 30 calendar day notice period; provided, however, that Customer shall forfeit and repay any discounts set forth in an applicable SOW or Order Form in the event Services subject to a package, volume or other discount are terminated by Paradigm pursuant to this clause (a), and (b) this Agreement, with written notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings (provided such proceedings are not dismissed within 120 calendar days of such institution), (ii) upon the other party’s making an assignment for the benefit of creditors, or (iii) upon the other party’s dissolution or ceasing to do business without a successor.

5.4. Each party (a “Terminating Party”) may terminate this Agreement immediately upon written notice in the event the other party or any of its officers, directors, managers (a) commit an act which both (i) brings such party into public disrepute, contempt, or ridicule, or which otherwise shocks, insults or offends a majority of the consuming public or any legally protected class or group and, (ii) in the Terminating Party’s reasonable opinion, interferes with the Terminating Party’s mission or (b) publicly makes disparaging statements about the Terminating Party or its products or services.

5.5. In addition to the foregoing, Paradigm reserves the right to limit or suspend Customer’s use of the Services (a) if Customer has breached this Agreement, including the failure to pay Fees when due, or Customer’s use of the Services violates applicable law, or (b) with respect to the Platform Services, in the event Customer’s use of such Platform Services poses a security threat or a threat to the availability of any such Service. Paradigm shall not be required to provide any refund of the Fees paid or payable.

5.6. Subject to the foregoing and except as otherwise set forth in the applicable SOW, all terms which by their nature are intended to survive termination of this Agreement will survive any termination of this Agreement, including without limitation Sections 2 through 5, 7 through 10, and any accrued rights to payment.

6. GENERAL WARRANTIES

6.1. Each party represents and warrants to the other party that (a) it has the legal right and power to enter into this Agreement, (b) the performance of its obligations hereunder will not violate or conflict with any agreements, contracts or other arrangements to which it is a party, and (c) the execution of this Agreement and the performance by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action and any other consents required to be obtained by it have been obtained.

6.2. Customer represents and warrants that Customer has, and shall retain during the Term, the requisite rights, licenses, permissions, consents, and all other authority necessary to provide the Content.

7. WARRANTY DISCLAIMER
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES, DOCUMENTATION, AND ANYTHING ELSE PROVIDED BY PARADIGM IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS. CUSTOMER ASSUMES ALL RESPONSIBILITIES FOR SELECTION OF THE SERVICES TO ACHIEVE CUSTOMER’S INTENDED RESULTS, AND FOR THE USE OF, AND RESULTS OBTAINED FROM, THE SERVICES. CUSTOMER SHALL USE THE RESULTS AND RECOMMENDATIONS OBTAINED FROM THE SERVICES AND RELATED DOCUMENTATION, AND ANY CONCLUSIONS DRAWN THEREFROM, AT ITS OWN RISK. PARADIGM HEREBY DISCLAIMS ANY AND ALL ADDITIONAL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. PARADIGM SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. PARADIGM DOES NOT WARRANT THAT THE SERVICES, DATA PROVIDED, AND/OR ANYTHING ELSE PROVIDED IN CONNECTION WITH THIS AGREEMENT WILL ALWAYS BE AVAILABLE, ERROR-FREE, VIRUS-FREE, SECURE OR THAT THE SERVICES WILL WORK WITHOUT INTERRUPTION. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE REMEDIES FAIL THEIR ESSENTIAL PURPOSE.

CUSTOMER ACKNOWLEDGES AND AGREES THAT PARADIGM IS NOT IN THE BUSINESS OF PROVIDING TAX OR LEGAL ADVICE AND ITS PROVISION OF THE SERVICES PURSUANT TO THIS AGREEMENT, ANY OUTPUT OF SERVICES OR ADVICE, OPINIONS, OR SUGGESTIONS FROM PARADIGM OR ANY OF ITS REPRESENTATIVES SHALL NOT BE CONSTRUED AS TAX OR LEGAL ADVICE.

8. LIMITATION OF LIABILITY

8.1. EXCEPT WITH RESPECT TO BREACHES OF SECTION 2, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH PARADIGM’S PROVISION OF OR CUSTOMER’S USE OF THE SERVICES, OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, ANY DELAY OR INABILITY TO USE THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

8.2. EXCEPT WITH RESPECT TO BREACHES OF SECTION 2, THE TOTAL LIABILITY OF EACH PARTY AND ITS LICENSORS, WITH RESPECT TO THIS AGREEMENT AND ANY SERVICES PROVIDED HEREUNDER, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE GREATER OF (A) THREE TIMES THE FEES PAID OR PAYABLE TO PARADIGM HEREUNDER IN THE TWELVE-MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED, OR (B) $10,000. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

IN NO EVENT SHALL PARADIGM BE LIABLE FOR ANY DAMAGES ARISING FROM OR RELATING TO INACCURATE OR INCOMPLETE CONTENT OR OTHER INFORMATION PROVIDED BY CUSTOMER.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER MUST BRING ANY CLAIM OR ACTION ARISING OUT OF OR RELATED TO THE USE OF THE SERVICES OR THIS AGREEMENT WITHIN 12 MONTHS FOLLOWING THE DATE OF THE EVENT GIVING RISE TO SUCH CLAIM OR ACTION.

9. INDEMNIFICATION

9.1. Customer hereby agrees to defend, indemnify, and hold Paradigm, its Affiliates (as defined below), and its and their respective subcontractors, licensors, officers, directors, agents, employees, representatives, successors, and assigns (the “Paradigm Indemnitees”) harmless against all damages, losses, liabilities, awards, penalties, obligations, judgments, settlements, costs, and expenses (including without limitation attorneys’ fees) (collectively, “Losses”) paid or payable to third parties pursuant to any claims, demands, suits, proceedings, investigations, and causes of action brought by a non-Affiliated third party (collectively, “Third Party Claim”) against a Paradigm Indemnitee relating to or arising out of, in whole or in part (a) any alleged or actual infringement, violation or misappropriation of any intellectual property, proprietary right, privacy or other right(s) arising from or related to the Content or Paradigm’s use or receipt thereof, including any allegation that Customer did not have the rights, authorizations, or consents necessary to provide the Content to Paradigm pursuant to this Agreement, or (b) any alleged or actual violation of employment, labor, or discrimination law(s) or regulation(s) by Customer or its Affiliates.

9.2. Paradigm hereby agrees to defend, indemnify and hold Customer harmless against any Losses paid or payable to third parties pursuant to any Third Party Claims brought against Customer alleging that the Services (excluding all Content) infringe, violate or misappropriate any intellectual property or proprietary right(s) of any third party. The obligations in this Section 9.2 do not apply with respect to portions or components of the Services provided by Paradigm (a) not created by or on behalf of Paradigm, (b) resulting in whole or in part from Customer specifications, (c) that are modified by Customer after delivery by Paradigm, (d) combined with other products, processes or materials where the alleged infringement arises out of such combination, (e) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (f) where Customer’s use of the Services is not strictly in accordance with this Agreement and all related documentation.

9.3. Each party’s obligations under this Section 9 are expressly conditioned on the party seeking indemnity (a) promptly notifying the other party of the applicable Third Party Claim, (b) ceding to the other party sole control over the defense and/or settlement of the Third Party Claim, and (c) reasonably assisting the other party in its defense, settlement, or other resolution of such Third Party Claim.

9.4. As used herein, “Affiliate” means any entity controlling, controlled by, or under common control with a party hereto, where “control” means the ownership of more than 50% of the voting securities in such entity.

10. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Neither party hereto shall have any right to assign or otherwise transfer this Agreement without the other party’s prior written consent, which may be withheld in its sole and absolute discretion; provided that Paradigm may assign or otherwise transfer this Agreement to a successor in the event of (a) the sale or transfer of all or substantially all of Paradigm’s assets, (b) an acquisition of 50% or more of Paradigm’s voting stock or other voting interests by a third party, or (c) a merger, consolidation, or other combination of Paradigm with another entity. Any other purported assignment shall be void. Both parties agree that this Agreement (including all SOWs hereunder) is the complete and exclusive statement of the mutual understanding of the parties hereto, and supersedes and cancels all previous written and oral agreements, communications and other understandings between the parties hereto relating to the subject matter of this Agreement, and that all waivers, amendments and modifications must be in a writing signed or otherwise agreed to by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect whatsoever. All notices under this Agreement will be (a) in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid; provided that such communication is delivered by 11:59pm Pacific Time, or (b) posted directly on Paradigm’s websites or platforms. Without limiting the foregoing, Paradigm may use any Customer contact information provided during account signup for providing notices under this Agreement. All notices to Paradigm shall be delivered to Paradigm Strategy, Inc., 3000 El Camino Real, Ste 4-200, Palo Alto, CA 94306, email: contracts@paradigmiq.com. Either party may change its address for notices by giving notice to the other party in conformity with this Section. Paradigm will not be liable for any loss resulting from a cause over which it does not have reasonable control. This Agreement will be governed by the laws of the State of Delaware, U.S.A. without regard to its conflict of laws provisions. The federal and state courts sitting in the Northern District of California will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement. Each SOW is expressly incorporated herein by reference. In the event of any conflict between these General Terms and an applicable SOW, the SOW shall control with respect to the subject matter and Services provided under that SOW.

11. ADDITIONAL WORKSHOP TERMS; RESCHEDULING POLICY

11.1. For Services that include workshops to be performed by Paradigm (each, a “Workshop”), all such Workshops will be performed virtually unless otherwise set forth in the applicable SOW or Order Form or as agreed between the parties. Customer may elect to schedule in-person Workshop(s) by providing Paradigm with written notice at least 30 days prior to the applicable Workshop. All in-person Workshops shall be subject to an additional surcharge set forth in the applicable SOW or Order Form.

11.2. Customer may reschedule a Workshop up to three times during the Services Term, without incurring any additional fees, by providing Paradigm prior written notice by 11:59pm Pacific Time at least 20 Business Days prior to the scheduled Workshop date. Customer and Paradigm shall cooperate to reschedule the Workshop for a date mutually acceptable to the parties.

Customer may reschedule a Workshop less than 20 Business Days prior to the scheduled Workshop date subject to the following rescheduling fees (the “Rescheduling Fees”):

No. of Business Days Advance Notice: Rescheduling Fee
10-19 Business Days: 25% of the Fee
Less than 10 Business Days: 50% of the Fee

If the Workshop is not rescheduled within 10 Business Days following receipt of such rescheduling notice, or if Customer attempts to reschedule such Workshop in excess of three times, such Workshop shall be deemed cancelled.

All Rescheduling Fees shall be paid by Customer in addition to the applicable Fees set forth in the SOW or Order Form and upon receipt of an invoice from Paradigm. In the event a Workshop is deemed cancelled, Paradigm’s obligations to perform such Workshop shall terminate and Customer shall not be responsible for the applicable Rescheduling Fee. For the avoidance of doubt, Customer shall not be entitled to any refund for a cancelled Workshop except as set forth in this Agreement.

11.3. If Paradigm’s personnel are required to perform in-person Workshops or other Services, Customer shall reimburse Paradigm for any and all actual, reasonable out-of-pocket expenses directly incurred by such Paradigm personnel, including for transportation, accommodation, meals and incidentals.

11.4. As used herein, “Business Day” means any day other than Saturday or Sunday and on which commercial banks are open for business in Palo Alto, California.

12. US GOVERNMENT MATTERS

Customer may not provide to any person or export, re-export, or transfer (in-country) or allow the export, re-export, or transfer (in country) of the Platform Services or any software or technology or anything related thereto or any direct product thereof (collectively “Controlled Subject Matter”), in violation of any restrictions, orders, laws or regulations of any and all applicable jurisdictions, including the Export Administration Regulations administered by the Bureau of Industry and Security of the U.S. Department of Commerce, sanctions and embargos administered by the U.S. Department of Treasury Office of Foreign Assets Control, the International Traffic in Arms Regulations administered by the Directorate of Defense Trade Controls of the U.S. State Department, or any other United States or foreign agency or authority. Without limiting the foregoing, Customer acknowledges and agrees that the Controlled Subject Matter will not be used from or transferred or otherwise exported or re-exported to countries or regions as to which the United States maintains sanctions or embargos, including Cuba, Iran, North Korea, Syria, the Crimea and so called Donetsk and Luhansk regions of Ukraine, or any country or region that is otherwise currently the subject of sanctions or embargoes (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on, directly or indirectly owned or controlled by, or acting on behalf of any person who is designated directly or indirectly on the U.S. Department of Treasury’s List of Specially Designated Nationals, the U.S. Department of Commerce’s Denied Persons List, or restricted party list of any applicable jurisdiction (collectively, “Restricted Parties”). The lists of Embargoed Countries and Restricted Parties are subject to change without notice. Use of the Platform Services is representation and warranty that the user is not located in or a national or resident of an Embargoed Country or under the control of or acting on behalf of a Restricted Party. The Controlled Subject Matter may use or include encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations.

13. CHANGES TO THE TERMS AND CONDITIONS
Paradigm may make changes to this Agreement in its sole discretion, which may include modification or termination of the applicable Services. Paradigm will give Customer notice of a change by (a) sending an email to the email address associated with Customer’s account, (b) posting it on Paradigm’s websites or platforms, or (c) any other method reasonably determined by Paradigm. Customer shall be deemed to have accepted any changes made by Paradigm if Customer continues to use the Services after such changes are effective, if Customer clicks the corresponding “Accept” button (or such other variation presented to Customer), or if Customer provides its agreement through other means (including by email), and no additional action or agreement shall be required. Upon receipt of such notice, Customer shall have the right to terminate this Agreement within 10 Business Days following notice of such change; provided that Customer shall only be entitled to a pro-rata refund following such termination if such change (i) materially and adversely affects Customer’s liability or (ii) materially increases Customer’s obligations under these Terms of Service.

14. FORCE MAJEURE
Neither party shall be responsible for damages, delays, or failures in performance resulting from a Force Majeure Event. The delayed party will resume its performance immediately after the cause of the failure has been remedied, and the other party will accept the delayed performance. As used herein, “Force Majeure Event” means any acts or events beyond a party’s reasonable control, including but not limited to, acts of nature, governmental actions, acts of terrorism, fire, labor, civil disturbances, transportation problems, interruptions of power supply or communications, breakdown of internet service provider, and natural disasters.

15. PLATFORM SUPPORT

Please direct any questions or comments regarding the Blueprint Web Application to blueprint_support@paradigmiq.com.

Please direct any questions or comments regarding the Reach Web Application to support@paradigmreach.com.

16. COVID-19 POLICY
Customer shall abide by Paradigm’s COVID-19 Policies and Procedures, as may be updated from time to time, at the following link: https://info.paradigmiq.com/in-person-engagements-health-and-safety.