Terms of Use

Effective: January 1, 2020

This Customer Terms of Service (the "Agreement") is between Paser LLC, (“Paser”) and the organization agreeing to these terms ("Customer", “You”). This Agreement governs access to and use of the Services and Beta Services. By signing your contract for the Services, or using the Services, you agree to this Agreement as a Customer.

To the extent that Paser is, on behalf of the Customer, Processing Customer Data that is subject to EU Data Protection Laws, you are also agreeing to the Data Processing Agreement and EU Standard Contractual Clauses, defined below, with Paser Company for the transfer of Personal Data to processors.

If you are agreeing to this Agreement and, if applicable, the Data Processing Agreement, for use of the Services by an organization, you are agreeing on behalf of that organization. You must have the authority to bind that organization to these terms, otherwise, you must not sign up for the Services.

1. Services

a. Provision. The Agreement governs access to, and use of, the Services and Software. Customer and End Users may access and use the Services in accordance with the Agreement.

b. Modifications. Paser may update the Services from time to time, including by adding or deleting features and functions, in an effort to improve your experience. Paser may notify Administrators or End Users of the new features via email, provided that an option to unsubscribe from receiving such emails will be available to any potential recipient.

c. Software.

i. Generally. Some of the Services allow Customer and End Users to download Software that may update automatically. If any component of the Software is offered under an open-source license, Paser will make the license available to Customer and to the extent the provisions of that license grant Customer additional rights, those provisions will expressly override some terms of the Agreement with respect to that component of the Software.

ii. Service Types. We offer two main types of Services: (1) Full-Service Subscriptions, (2) Free Subscriptions. There are different terms that apply depending on the subscription you use, and we cover those differences in this section. Unless otherwise agreed to in an Invoice, the following subscription types apply to the products specified:

- Full-Service Subscriptions: Starter, Enterprise, Professional.

- Free Subscriptions: Service for which Customer does not pay Paser a Fee.

iii. License. Paser hereby grants to Customer during the Term a limited non-exclusive license to use the Software solely in connection with the Services and in accordance with the Agreement. This license is non-transferable (subject to Section 14.h), irrevocable (except as set forth in Section 9), non-sublicensable, and will be fully paid up upon Customer's payment of the Fees for Full-Service Subscriptions.

2. Customer Obligations

a. Customer Administration of the Services. Customer may specify End Users as Administrators, including through multiple tiers of Administrators. Administrators may be able to: (a) access, disclose, restrict or remove Customer Data in or from End User Accounts; and (b) monitor, restrict, or terminate access to End User Accounts. The End User Accounts Administrators may manage as described in the preceding sentence may include End User Accounts of lower-tier Administrators. Customer is responsible for maintaining the confidentiality of passwords and Admin Accounts and managing access to Admin Accounts. Paser’s responsibilities do not extend to the internal management or administration of the Services for Customer.

b. Unauthorized Use or Access. Customer will prevent unauthorized use of the Services by its End Users and terminate any unauthorized use of or access to the Services. The Services are not intended for End Users under the age of 13 or 20 years of age if you are subject to the laws of Japan. Customer will ensure that it does not allow any person under 13 or 20 accordingly to use the Services. Customer will promptly notify Paser of any unauthorized use of or access to the Services.

c. Restrictions. Customer will not: (a) sell, resell, or lease the Services or Software; (b) use the Services or Software for activities where use or failure of the Services or Software could lead to physical damage, death, or personal injury; (c) reverse engineer the Services or Software, or attempt or assist anyone else to do so, unless this restriction is prohibited by law; (d) use the Services or Software, including the export or re-export of Customer Data, in violation of Export Control Laws; (e) violate or circumvent any Service Limits of the Services or otherwise configure the Services to avoid Service Limits.

d. Compliance

i. Generally. Customer will comply with laws and regulations applicable to Customer's use of the Services. Customer must satisfy itself that: (i) the Services are appropriate for its purposes, taking into account the nature of the Customer Data; and (ii) the technical and organizational requirements applicable to Paser under EU Data Protection Laws are satisfied by Security Measures described below in this agreement.

ii. End Users. Customer is responsible for use of the Services by its End Users. Customer will obtain and maintain from End Users any consents necessary to allow Administrators to engage in the activities described in the Agreement and to allow Paser to deliver the Services.

iii. Customer Actions. Customer will not take any action that would cause Paser to violate EU Data Protection Laws, the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act of 2010, or any other applicable anti-bribery, anti-corruption, or anti-money laundering law.

iv. HIPAA. Customer will not store, transmit or otherwise process any information via the Services that falls within the definition of “Protected Health Information” under the HIPAA Privacy Rule (45 C.F.R. Section 164.051) unless Customer and Paser separately enter into a HIPAA Business Associate Agreement.

e. Third-Party Apps and Integrations. If Customer uses any third-party service or applications, such as a service that uses a Paser API, with the Services: (a) Paser will not be responsible for any act or omission of the third-party, including the third-party’s access to or use of Customer Data; and (b) Paser does not warrant or support any service provided by the third-party. Customer will comply with any Paser API limits associated with the Services purchased by Customer.