Terms of Service | Parallax

These Terms of Service (the "Terms") govern the provision of services by Parallax Services LLC, a limited liability company ("Parallax", "we", "us", or "our"), to the person or entity that orders them ("Customer", "you", or "your").

PLEASE READ THESE TERMS CAREFULLY. They include important provisions that limit our liability, disclaim warranties, require you to indemnify us, and affect how disputes between us are resolved, including a waiver of jury trial and of the right to participate in a class action. By submitting an order, accepting a quote, accessing an account, or using any Service, you agree to these Terms. If you do not agree, do not use the Services.

1. Definitions

"Service" means any infrastructure, hosting, compute, storage, network, colocation, connectivity, remote hands, migration, or other service we provide to you, including any software, portals, documentation, and support supplied with it.
"Order" means any quote, order form, statement of work, service schedule, or written or electronic request for Service that we accept.
"Agreement" means these Terms together with each accepted Order, the Acceptable Use Policy in Section 12, any applicable service level agreement, our Privacy Policy, and any other document we incorporate by reference.
"Customer Content" means all data, files, software, databases, communications, and other material that you or your Users upload to, store on, process with, or transmit through the Services.
"User" means any person who accesses or uses the Services under your account, whether or not authorised by you, including your employees, contractors, agents, customers, and end users.
"Equipment" means hardware owned or provided by us, and in the context of colocation, hardware you place in our facilities.

2. Eligibility and Authority

You must be at least 18 years old and legally capable of entering into a binding contract. If you accept these Terms on behalf of an entity, you represent and warrant that you have authority to bind that entity, and "you" refers to that entity. We may require evidence of that authority and may refuse or suspend service pending it.

We may refuse to provide, or continue providing, Service to any person or entity in our discretion, including where we believe doing so would expose us to legal, reputational, security, or financial risk.

3. Structure of the Agreement and Order of Precedence

Where there is a conflict between documents forming the Agreement, the order of precedence is: (1) a signed written agreement between us that expressly supersedes these Terms; (2) the applicable Order; (3) any applicable service level agreement; (4) these Terms, including the Acceptable Use Policy; (5) the Privacy Policy; and (6) any other incorporated document.

Your purchase orders and standard terms do not apply. Any terms you include in a purchase order, vendor portal, click-through, or other document of yours are rejected and have no effect, even if we sign or acknowledge that document, unless we expressly agree to them in a writing that identifies these Terms and states that they are varied.

4. Orders, Quotes, and Commencement

We do not publish standard configurations or rates. Services are scoped and quoted individually. A quote is an invitation to proceed and is not binding on us until we accept your Order in writing or begin provisioning. Quotes are valid for 30 days unless stated otherwise, and are subject to availability of capacity, hardware, power, network, and components at the time of acceptance.

Lead times, delivery dates, and capacity estimates we give are good-faith estimates and are not guarantees or conditions of the Agreement. We are not liable for any delay in provisioning or delivery, including delay caused by supply chain conditions, facility constraints, or information you have not provided.

5. Accounts, Credentials, and Users

You are responsible for maintaining the confidentiality of your account credentials, API keys, and private keys, and for all activity that occurs under your account, whether or not you authorised it. You are responsible for the acts and omissions of your Users as if they were your own, and for ensuring they comply with the Agreement.

You must keep your contact and billing details accurate and current. Notices sent to the address on your account are effective even if that address is out of date. You must notify us immediately at [email protected] of any suspected unauthorised access to your account.

We may rely on instructions given by anyone who authenticates to your account or who appears, reasonably in our judgement, to be authorised to act for you, and we are not liable for acting on such instructions.

6. Fees, Invoicing, Taxes, and Payment

Fees. You will pay the fees set out in the applicable Order. Unless the Order states otherwise, recurring fees are invoiced in advance and non-recurring and usage-based fees in arrears.

Payment terms. Invoices are payable in United States dollars, by the due date stated on the invoice, without set-off, deduction, or counterclaim. You authorise us to charge any payment method you provide for amounts due, including on a recurring basis, and to retry failed charges.

Late payment. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, from the due date until paid. You will reimburse our reasonable costs of collection, including legal fees and collection agency charges. We may also suspend or terminate Service under Sections 8 and 9, and may apply a reconnection or reinstatement fee.

Taxes. Fees are exclusive of all taxes, levies, and duties. You are responsible for all sales, use, VAT, GST, excise, withholding, telecommunications, universal service, regulatory, and similar taxes and charges, other than taxes on our net income. If you claim an exemption, you must provide a valid exemption certificate before it will be applied, and you will indemnify us for any assessment arising from a claimed exemption that is disallowed.

No refunds. Except where an applicable service level agreement provides a service credit, or where a non-waivable law requires otherwise, all fees are non-refundable and payments are not contingent on your use of the Service. Prepaid amounts are not refundable on termination, including termination for your convenience.

Disputes. You must notify us in writing of any good-faith billing dispute within 30 days of the invoice date, with reasonable detail. Undisputed amounts remain payable. Failing to raise a dispute within that period waives it. Issuing a chargeback without first raising a dispute with us is a material breach and may result in immediate suspension.

Price changes. We may change fees for any renewal term, or for month-to-month Service, on not less than 30 days' written notice. Continuing to use the Service after the change takes effect constitutes acceptance. If you do not accept a change, you may terminate the affected Service effective at the end of the then-current term.

7. Term, Renewal, and Termination

Term. Each Service begins on the commencement date in the Order and continues for the initial term stated there, or month-to-month if none is stated.

Renewal. Unless the Order says otherwise, Service renews automatically for successive periods equal to the initial term, or monthly for month-to-month Service, until terminated. Either party may prevent renewal by giving written notice not less than 30 days before the end of the then-current term.

Termination by you for convenience. You may terminate month-to-month Service on 30 days' written notice. If you terminate a fixed-term Service before the end of its term for any reason other than our uncured material breach, you will pay, as liquidated damages and not as a penalty, an early termination charge equal to the remaining recurring fees for the balance of the term, plus any unrecovered non-recurring costs we have incurred, including hardware procurement, installation, cross-connects, and third-party circuit termination charges. You agree this is a reasonable estimate of our loss and that our actual loss would be impracticable to determine.

Termination for cause. Either party may terminate for the other's material breach that remains uncured 30 days after written notice describing it. We may terminate immediately, without a cure period, where: you fail to pay amounts due and they remain unpaid 10 days after notice; you breach Section 12 (Acceptable Use Policy), Section 16 (Intellectual Property), or Section 24 (Export Control and Sanctions); you become insolvent, make a general assignment for the benefit of creditors, or have a receiver or administrator appointed; or we reasonably believe continued provision creates a risk of harm, legal liability, or damage to our network, our other customers, or any third party.

Effect of termination. On termination or expiry: all unpaid amounts become immediately due; your right to access the Services ends; and we may delete, de-provision, and reclaim the resources allocated to you, including Customer Content. You are responsible for exporting Customer Content before termination. After termination we have no obligation to retain, return, or provide access to Customer Content, and we may delete it in the ordinary course of decommissioning. We may, but are not required to, make Customer Content available for a short grace period on written request and subject to payment of amounts owed and any reasonable retrieval fee.

8. Suspension of Service

We may suspend or restrict all or part of a Service, with or without prior notice depending on the circumstances, where:

amounts are overdue;
we reasonably believe the Service is being used in breach of Section 12, or in a manner that is unlawful or that threatens the security, integrity, availability, or reputation of our network;
we are responding to an active attack, compromise, or emergency;
a law, regulation, court order, or governmental or regulatory direction requires or makes advisable the suspension;
your use is materially degrading the Service for other customers; or
you have failed to provide information or cooperation we reasonably require.

We will endeavour to give notice and to limit suspension to what is reasonably necessary, but where urgency, security, or legal constraint requires, we may act first and notify afterwards. Suspension under this Section does not relieve you of the obligation to pay fees for the suspended period, except where the suspension results from our error, and it does not entitle you to any service credit.

9. Customer Content and Your Responsibilities

You retain all right, title, and interest in Customer Content. You grant us a non-exclusive, worldwide, royalty-free licence to host, store, copy, transmit, display, and otherwise process Customer Content solely to the extent necessary to provide the Services, to prevent or address a service, security, or technical problem, and as required by law or permitted by the Privacy Policy.

You represent, warrant, and covenant that:

you own or have all rights, licences, consents, and permissions necessary for Customer Content and for our processing of it under the Agreement;
Customer Content, and your and your Users' use of the Services, complies with all applicable laws, regulations, and third-party rights;
you have given all notices and obtained all consents required for any personal information within Customer Content; and
Customer Content does not infringe, misappropriate, or violate any intellectual property, privacy, publicity, or other right.

We have no obligation to monitor Customer Content, and no liability arising from it. Any monitoring or action we do take does not create an obligation to do so again, and does not make us a publisher of or responsible for Customer Content.

Regulated data. The Services are general-purpose infrastructure and are not offered as a compliant environment for any particular regulatory regime unless we have agreed that in writing in an Order or a separate written agreement. You must not place data subject to HIPAA, PCI DSS, FedRAMP, ITAR, CJIS, or similar regimes into the Services, or use them in a manner requiring a business associate agreement, data processing addendum, or similar instrument, unless we have executed the applicable written agreement with you. You are solely responsible for determining whether the Services meet your regulatory obligations.

10. Backups Are Your Responsibility

Unless you have purchased a backup, snapshot, or disaster recovery Service and it is identified in an Order, we do not back up Customer Content, and we have no obligation to do so. Where you have purchased such a Service, it supplements rather than replaces your own backup regime.

You are solely responsible for maintaining complete, current, and independently verified backups of Customer Content, stored separately from the Services, and for testing that you can restore from them. We are not liable for any loss, corruption, deletion, inaccessibility, or unrecoverability of Customer Content, however caused, including by hardware failure, software fault, our negligence, operator error, migration, decommissioning, suspension, or termination.

You acknowledge that storage media fail, that redundancy is not a backup, and that replication propagates deletion and corruption as faithfully as it propagates valid data.

11. Service Levels and Service Credits

Where an Order or published service description provides a service level agreement, that SLA sets out your sole and exclusive remedy for any failure to meet it. Remedies take the form of service credits against future invoices, must be claimed in writing within the period the SLA specifies, and are capped as the SLA provides. Service credits are not refunds, are not payable in cash, and do not accrue on termination.

Scheduled and emergency maintenance, suspension under Section 8, force majeure events, issues caused by Customer Content, your configuration, your equipment, your software, or any third party, and any period during which amounts are overdue, are excluded from service level calculations. Where no SLA is identified in your Order, the Services are provided without any service level commitment.

12. Acceptable Use Policy

This Acceptable Use Policy forms part of the Agreement. You and your Users must not use the Services to:

Unlawful and harmful content

store, transmit, or make available any material that is unlawful, or that infringes or misappropriates any intellectual property, trade secret, privacy, or publicity right;
store, transmit, or make available child sexual abuse material, which we report to the National Center for Missing and Exploited Children and to law enforcement as required by law, and which results in immediate termination;
store, transmit, or make available material that is defamatory, harassing, threatening, or that incites violence or unlawful discrimination.

Network abuse and security violations

send unsolicited bulk commercial email or messages, or operate or support any spam, bulk messaging, or email-harvesting operation, including hosting infrastructure that supports one operated elsewhere;
originate, participate in, command, control, or facilitate any denial of service or distributed denial of service attack, amplification or reflection attack, or traffic flood;
scan, probe, penetration test, or attempt to breach the security of any network, system, or account without the documented authorisation of its owner;
distribute malware, ransomware, exploit kits, botnet infrastructure, command and control servers, credential stuffing tools, or phishing infrastructure;
operate open mail relays, open DNS resolvers, open proxies, or other services commonly abused for amplification, unless secured and operated responsibly;
conduct fraud, phishing, carding, identity theft, or the trade in stolen credentials or data;
forge, falsify, or misrepresent headers, identifiers, routing information, IP address ownership, ASN authority, or any other network identity;
circumvent, or attempt to circumvent, any limitation, metering, authentication, or security control applied to the Services.

Resource and operational abuse

use the Services in a manner that materially degrades the Service for other customers, including sustained resource consumption inconsistent with the configuration purchased;
resell, sublicense, or provide the Services to third parties except under a reseller or partner arrangement we have agreed in writing;
use IP addresses we assign other than on the Services for which they are assigned. IP addresses are licensed to you for the term and are not transferable or portable, and we may renumber them where operationally necessary;
operate any service that, in our reasonable judgement, is likely to attract retaliatory attack, large-scale abuse complaints, or blocklisting that would affect our network or other customers, without first agreeing arrangements with us.

Enforcement. We investigate suspected violations and may, in our discretion and without liability, remove or disable content, filter or null-route traffic, suspend or terminate Service, and report conduct to law enforcement or affected third parties. We will apply the least disruptive measure we reasonably consider adequate, but your interest in continuity does not outweigh our obligation to protect our network, our other customers, and third parties. A violation by any of your Users is a violation by you.

Report suspected abuse to [email protected] with headers, logs, timestamps including time zone, and IP addresses.

13. Colocation, Facility Access, and Remote Hands

Where you purchase colocation, the following also applies. You retain title to your Equipment and are responsible for its specification, installation, configuration, maintenance, insurance, and removal. You must comply with the rules of the facility in which it is placed, including security, safety, access, escort, power, cooling, cabling, and fire regulations, and must ensure your personnel and contractors do the same.

You must not exceed the power, cooling, space, or weight allocations in your Order, and we may disconnect or restrict Equipment that does so or that presents a safety, thermal, or electrical risk. Access to facilities requires advance notice and is subject to identification and, where we require it, escort.

Remote hands services are performed on your instruction and at your risk. Our technicians act as your hands and we do not assume responsibility for the correctness of your instructions, for the condition of your Equipment, or for the consequences of actions you direct. You will give clear, complete, written instructions, and you acknowledge that we may decline any instruction we consider unsafe or unclear.

On termination you must remove your Equipment within the period we specify. If you do not, we may, at your cost and without liability, remove and store it, dispose of it, or exercise any lien available to us for unpaid amounts, in each case to the extent permitted by applicable law.

14. Support

We provide support as described in the applicable Order or service description. Support covers the Services we operate. It does not include administration of your operating systems, applications, databases, or code, development work, architecture or security consulting, or recovery of data you have not backed up, except where separately agreed in writing. We may decline requests that are outside scope, that require privileged access you have not granted, or that we reasonably believe are unlawful.

15. Third-Party Products and Services

The Services may interoperate with or incorporate third-party software, hardware, networks, or services. Those are provided subject to their own terms and licences, and we make no representation or warranty about them and accept no liability for them. Third-party operating systems and software we make available for installation are provided for convenience; you are responsible for compliance with the applicable licences, including any licences you must procure yourself.

16. Intellectual Property

We and our licensors retain all right, title, and interest in the Services and in all software, hardware designs, documentation, processes, know-how, trademarks, and other intellectual property we use to provide them. No right or licence is granted to you except the limited right to use the Services during the term in accordance with the Agreement.

You must not copy, modify, reverse engineer, decompile, disassemble, create derivative works from, or attempt to derive the source code of any software we provide, except to the extent that restriction is unenforceable under applicable law. You must not remove or obscure any proprietary notice, use our trademarks without written permission, or benchmark or publish performance data about the Services without our prior written consent.

Feedback. If you give us suggestions, ideas, or feedback about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use and exploit it for any purpose without obligation or attribution to you.

17. Confidentiality

Each party may receive non-public information of the other that is marked confidential or that would reasonably be understood to be confidential ("Confidential Information"). The receiving party will protect it with at least reasonable care, use it only to perform the Agreement, and disclose it only to personnel and advisers who need it and who are bound by confidentiality obligations no less protective.

These obligations do not apply to information that is or becomes public without breach, was known to the recipient without obligation, is independently developed, or is lawfully received from a third party. A party may disclose Confidential Information where required by law or legal process, giving such notice to the other party as is lawful and practicable.

Our pricing, quotes, and non-public technical and commercial information are our Confidential Information. Customer Content is your Confidential Information.

18. Data Protection

Our handling of personal information is described in our Privacy Policy, which forms part of the Agreement. As between us, you are the controller of personal information within Customer Content and we are the processor. You are responsible for the lawfulness of that data and for all notices and consents required in relation to it. If you require a data processing addendum, standard contractual clauses, or a business associate agreement, you must request and execute one with us in writing; absent an executed instrument, you must not place data requiring it into the Services.

19. DISCLAIMER OF WARRANTIES

THE SERVICES, INCLUDING ALL EQUIPMENT, SOFTWARE, NETWORK, AND SUPPORT, ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THAT ANY DATA WILL BE PRESERVED, ACCURATE, OR RECOVERABLE; THAT DEFECTS WILL BE CORRECTED; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; OR THAT ANY SECURITY MEASURE, INCLUDING DDoS MITIGATION, WILL PREVENT OR MITIGATE ANY PARTICULAR ATTACK, INTRUSION, LOSS, OR DAMAGE. MITIGATION IS PROVIDED ON A COMMERCIALLY REASONABLE EFFORTS BASIS AND IS NOT A GUARANTEE OF AVAILABILITY.

No advice or information, whether oral or written, obtained from us or elsewhere creates any warranty not expressly stated in these Terms. Some jurisdictions do not allow the exclusion of certain warranties, so some of these exclusions may not apply to you, in which case they apply to the fullest extent permitted.

20. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) EXCLUDED DAMAGES. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, OR OPPORTUNITY, OR FOR ANY LOSS, CORRUPTION, OR INACCESSIBILITY OF DATA, OR FOR THE COST OF PROCURING SUBSTITUTE SERVICES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) LIABILITY CAP. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT AND THE SERVICES, FOR ALL CLAIMS IN AGGREGATE, WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO US FOR THE AFFECTED SERVICE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM.

(c) DATA LOSS. WITHOUT LIMITING THE ABOVE, WE WILL HAVE NO LIABILITY WHATSOEVER FOR LOSS, DELETION, CORRUPTION, OR INACCESSIBILITY OF CUSTOMER CONTENT. SEE SECTION 10.

(d) APPLICATION. THESE LIMITATIONS APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US. YOU ACKNOWLEDGE THAT OUR FEES REFLECT THIS ALLOCATION OF RISK AND WOULD BE SUBSTANTIALLY HIGHER WITHOUT IT.

(e) EXCEPTIONS. NOTHING IN THIS SECTION LIMITS EITHER PARTY'S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, FOR FRAUD OR FRAUDULENT MISREPRESENTATION, OR FOR ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. YOUR OBLIGATIONS TO PAY FEES AND TO INDEMNIFY US UNDER SECTION 21 ARE NOT SUBJECT TO THE CAP IN PARAGRAPH (b).

Some jurisdictions do not allow certain limitations of liability, so parts of this Section may not apply to you, in which case they apply to the fullest extent permitted.

21. Indemnification

You will defend, indemnify, and hold harmless Parallax and its affiliates, members, managers, officers, employees, contractors, suppliers, and agents from and against any and all claims, demands, actions, proceedings, investigations, liabilities, damages, penalties, fines, losses, costs, and expenses, including reasonable legal fees, arising out of or relating to:

Customer Content, including any claim that it infringes or misappropriates any right or violates any law;
your or your Users' use of the Services, including any breach of Section 12;
your breach of the Agreement or of any representation or warranty in it;
your violation of any applicable law or of any third-party right;
any dispute between you and a User, your own customers, or any third party;
any claim relating to data within Customer Content, including by a data subject, regulator, or supervisory authority;
your Equipment, including any damage or injury it causes; and
any tax, levy, or regulatory charge for which you are responsible under Section 6.

We will give you notice of a claim, and you will control the defence with counsel reasonably acceptable to us, provided you may not settle any claim in a way that imposes any obligation or admission on us without our written consent. We may participate in the defence at our own cost, and may assume control of it where we reasonably believe your conduct of it prejudices our interests.

22. Insurance

You will maintain, at your own cost, insurance appropriate to your use of the Services, including commercial general liability and, where you place Equipment in our facilities, property insurance covering that Equipment for its full replacement value, and workers' compensation as required by law for your personnel. Your insurance is primary with respect to your Equipment and your activities, and you waive any right of subrogation against us in respect of property you insure.

23. Force Majeure

Neither party is liable for any failure or delay in performance, other than an obligation to pay money, caused by circumstances beyond its reasonable control, including acts of God, fire, flood, severe weather, earthquake, epidemic or pandemic, war, terrorism, civil disorder, labour dispute, governmental action, embargo, sanctions, failure or unavailability of power or telecommunications, failure of a supplier or carrier, denial of service or other cyber attack, or failure of the public internet. The affected party will use reasonable efforts to mitigate. If a force majeure event affecting a Service continues for more than 30 consecutive days, either party may terminate the affected Service on written notice.

24. Export Control, Sanctions, and Anti-Corruption

You represent and warrant that you are not, and are not owned or controlled by or acting on behalf of, any person or entity that is the subject of economic sanctions or on any restricted or denied party list maintained by the United States, the United Nations, the European Union, or the United Kingdom, and that you are not located or ordinarily resident in any comprehensively sanctioned jurisdiction.

You will comply with all applicable export control, sanctions, and anti-bribery laws, including the US Export Administration Regulations, the regulations of the Office of Foreign Assets Control, and the Foreign Corrupt Practices Act. You must not use the Services in connection with any prohibited end use, including nuclear, chemical, or biological weapons or missile technology, or make them available to any restricted party. Breach of this Section permits immediate termination without notice or liability.

25. Copyright Complaints

We respond to notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act. Send notices to [email protected], including the information required by 17 U.S.C. section 512(c)(3): identification of the work and of the allegedly infringing material, your contact details, a statement of good-faith belief, a statement of accuracy made under penalty of perjury, and your physical or electronic signature.

We may remove or disable access to material in response to a compliant notice, and may terminate the accounts of repeat infringers. Submitting a materially false notice or counter-notice may expose you to liability for damages.

26. Dispute Resolution, Governing Law, and Venue

(a) Governing law. The Agreement, and any dispute arising out of or relating to it or the Services, is governed by the laws of the State of Texas, excluding its conflict of law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.

(b) Informal resolution first. Before commencing any proceeding, the initiating party will give the other written notice describing the dispute and the relief sought, and the parties will attempt in good faith to resolve it for 30 days.

(c) Binding arbitration. If the dispute is not resolved, it will be determined by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Dallas County, Texas, conducted in English. The arbitrator's award may be entered as a judgment in any court of competent jurisdiction. The arbitrator, and not any court, has exclusive authority to resolve questions of arbitrability, except as stated in paragraph (d).

(d) CLASS ACTION AND JURY TRIAL WAIVER. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY AND ANY RIGHT TO BRING, JOIN, OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. The arbitrator may award relief only in favour of the individual party seeking it and only to the extent necessary to provide relief warranted by that party's claim. If this paragraph is found unenforceable as to any claim or request for relief, that claim or request must be severed and brought in the courts identified in paragraph (f), and the remainder of this Section continues to apply.

(e) Carve-outs. Either party may bring an individual claim in small claims court if it qualifies, and either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or network security, or to collect amounts due, without first complying with paragraphs (b) and (c).

(f) Courts. Where a dispute is not subject to arbitration, the parties submit to the exclusive jurisdiction of the state and federal courts located in Dallas County, Texas, and waive any objection to venue or to the convenience of that forum.

(g) LIMITATIONS PERIOD. ANY CLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM ACCRUES, OR IT IS PERMANENTLY BARRED, except where applicable law prohibits shortening the limitations period.

(h) Fees. Each party bears its own costs in arbitration except as the rules or the arbitrator provide, and the prevailing party in any proceeding is entitled to recover its reasonable legal fees and costs to the extent permitted by applicable law.

27. Changes to These Terms

We may modify these Terms, the Acceptable Use Policy, and our other policies from time to time. We will post the updated version and revise the "last updated" date. For changes that materially reduce your rights or increase your obligations, we will give at least 30 days' notice by email to the address on your account or by notice in the billing portal, and the change takes effect at the end of that period or on your next renewal, whichever is later.

Continuing to use the Services after a change takes effect constitutes acceptance. If you do not accept a material change, your remedy is to terminate the affected Service before it takes effect, in which case you remain liable for amounts accrued to the date of termination.

28. Notices

Notices to you are effective when sent to the email address on your account, or when posted in the billing portal where the notice relates to Service administration. Notices to us must be sent to [email protected], and are effective on receipt. Either party may also give notice by nationally recognised overnight courier to a postal address the other has provided in writing for that purpose. You consent to receiving notices, disclosures, and communications from us electronically.

29. General

Assignment. You may not assign or transfer the Agreement, in whole or part, including by operation of law or in connection with a change of control, without our prior written consent. We may assign the Agreement without restriction, including to an affiliate or in connection with a merger, acquisition, reorganisation, or sale of assets. Any purported assignment in breach of this Section is void.

Independent parties. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, franchise, or employment relationship, and neither party may bind the other.

No third-party beneficiaries. The Agreement is for the benefit of the parties only and confers no rights on any third party.

Severability. If any provision is held invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed, and the remaining provisions continue in full force.

No waiver. A failure or delay in exercising any right is not a waiver of it, and no single or partial exercise precludes further exercise. A waiver is effective only if in writing and signed by the waiving party.

Entire agreement. The Agreement is the entire agreement between the parties regarding the Services and supersedes all prior and contemporaneous proposals, representations, understandings, and agreements, written or oral. Neither party has relied on any statement not expressly set out in the Agreement, and each waives any claim for innocent or negligent misrepresentation based on any such statement. Statements on our website, in marketing materials, and in product descriptions are for general information, are not contractual commitments, and do not form part of the Agreement unless incorporated by an Order.

Survival. Sections that by their nature should survive termination do so, including Sections 1, 6, 9, 10, 16, 17, 19, 20, 21, 22, 26, 28, and 29.

Publicity. Neither party may use the other's name, logo, or trademarks in publicity without prior written consent, except that we may identify you as a customer in our customer lists and in response to prospective customer enquiries.

Headings and interpretation. Headings are for convenience only. "Including" means "including without limitation". The Agreement will not be construed against the drafting party.

Force of electronic records. The parties agree that electronic signatures, acceptances, and records have the same effect as wet-ink signatures and paper records.

30. Contact

Parallax Services LLC Dallas, Texas, United States

Legal notices, contract matters, billing, and general support: [email protected]
Network operations and suspected compromise: [email protected]
Abuse reports and copyright notices: [email protected]