Last Updated: SEP 05, 2024

PARALLAX SYSTEM LLC

TERMS OF SERVICE AGREEMENT

Please read the terms and conditions of this service agreement carefully before engaging our services or purchasing our software products. By checking or clicking “I Agree” during payment, submitting payment, or using our software product or hiring our services, you are agreeing to be bound by all the terms of this service agreement, your agreement will be recorded along with timestamp, your name, and your IP. If you do not agree to these terms, you must promptly cease all further engagement, use, or implementation of our software product or services. It is agreed that certain restrictions under this agreement only apply to software products or, as the case may be, to services provided.

1. AGREEMENT TO TERMS & DEFINITIONS

1.1. This Terms of Service Agreement (“Agreement”) is a legally binding contract between Parallax System LLC (“Company”, ”licensor”, “we,” “our”) and the individual or entity (“Client”, ”licensee”, “you,” “your”). By engaging our services, you agree to be bound by the following Terms of Service.  This Agreement governs all services provided by the Company, including but not limited to IT cloud and on-premise infrastructure solutions, software development, web development, online marketing, data analytics, cybersecurity, and consulting services.

1.2. By checking or clicking “I Agree” during payment, submitting payment, or using our services, you acknowledge that you have read, understood, and agreed to these terms. If you do not agree to these terms, you must promptly cease all further engagement, use, or implementation of our services.

1.3. COMPANY, FIRM, LICENSOR, WE, OUR means PARALLAX SYSTEM LLC as the consulting firm providing services and author, publisher and owner of the SOFTWARE PRODUCT.

1.4. CLIENT, CUSTOMER, LICENSEE, YOU, YOUR means you, as either an individual or single entity who enters into this Agreement.

1.5. SOFTWARE PRODUCT means associated software, software components, media, data, printed materials, and “online” or electronic documentation, license key, depending on the product or service type purchased or freely used by the LICENSEE. INSTAPXE® in their PROFESSIONAL, ON-SITE, CLOUD and COMMUNITY versions, as the case may be, being understood COMMUNITY versions of the software are offered free of charge. 

1.6. SERVICES means associated services, professional advice, consulting, and subject matter expertise representation, including but not limited to IT cloud and on-premise infrastructure solutions, software development, web development, online marketing, data analytics, cybersecurity, and consulting services that the firm provides. The specific services to be provided will be outlined in a separate invoice or project proposal.

1.7.  LICENSE KEY means the license file provided by PARALLAX SYSTEM to INSTAPXE® in their PROFESSIONAL, ON-SITE, CLOUD and COMMUNITY versions LICENSEE containing license ID, license quantity, expiration date and associating the SOFTWARE PRODUCT with the LICENSEE as a named individual or an entity authorized representative. 

2. LICENSE

2.1. In consideration of your undertaking to comply with the terms and conditions of this Agreement, PARALLAX SYSTEM grants you, LICENSEE, a nonexclusive single license to use a single instance of the SOFTWARE PRODUCT on a single computer, or server instance. 

2.2. If LICENSEE is agreeing to be bound by this Agreement on behalf of the LICENSEE’S employer or other entity, LICENSEE represents and warrants to PARALLAX SYSTEM that LICENSEE has full legal authority to bind the LICENSEE’S employer or such entity to this Agreement. If LICENSEE does not have the requisite authority, LICENSEE may not accept the Agreement or use the SOFTWARE PRODUCT on behalf of LICENSEE’S employer or other entity, and in this case the LICENSEE acceptance of the Agreement terms shall bind the LICENSEE personally. 

2.3. It is also agreed that the license granted to the LICENSEE pertaining to INSTAPXE PROFESSIONAL OR INSTAPXE ON-SITE enables the connection of up to fifty (50) clients and is neither transferable to any other individual or entity, nor movable. 

2.4. The entire Agreement between the parties regarding its subject matter supersedes all prior and contemporaneous Agreement, terms sheets, letters of intent, understandings, and communications, whether written or oral. Any pre-printed terms in any order forms, quotes, purchase orders or other similar written purchase authorization that add to, or conflict with or contradict, any provisions in the Agreement will have no legal effect. 

2.5. The provisions of this Agreement may be amended or waived only by a written document signed by both parties. 

2.6. To the extent LICENSEE has separately entered into a Agreement with PARALLAX SYSTEM covering the same SOFTWARE PRODUCT, the terms and conditions of such Agreement shall supersede this agreement in its entirety.  

3. COPYRIGHT AND RESTRICTIONS ON USE

3.1. The SOFTWARE PRODUCT contains copyrighted material and, in its human readable form, it contains trade secrets and proprietary information owned by or licensed to PARALLAX SYSTEM. Title to and ownership of the SOFTWARE PRODUCT and the documentation that accompanies the SOFTWARE PRODUCT and all intellectual property rights in the SOFTWARE PRODUCT and said documentation are and shall remain the sole property of PARALLAX SYSTEM and / or its licensors. 

3.2. LICENSEE further acknowledges that this license is not a sale or an assignment of PARALLAX SYSTEM and / or its licensors’ intellectual property rights in the SOFTWARE PRODUCT and the associated documentation and that PARALLAX SYSTEM and its licensors continue to own title to the SOFTWARE PRODUCT and copyright to the provided information. 

3.3. This Agreement does not grant LICENSEE any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights, functions or licenses in respect of the SOFTWARE PRODUCT. 

3.4. LICENSEE may not reverse engineer, decompile, reproduce, or disassemble the SOFTWARE PRODUCT or otherwise attempt to discover the source code, except and only to the extent that such activity is expressly authorized by mandatory legislation. 

3.5. LICENSEE may not modify, rent, lease, loan the SOFTWARE PRODUCT or distribute copies of it. 

3.6. LICENSEE may not electronically transfer the SOFTWARE PRODUCT over any type of network including the Internet. 

3.7. Restrictions related to the distribution and electronic transfer of the SOFTWARE PRODUCT do not apply to the INSTAPXE COMMUNITY software. 

3.8. INSTAPXE PROFESSIONAL, ONSITE OR CLOUD must always be used with license keys issued in the individual end-user’s name. When INSTAPXE PROFESSIONAL OR INSTAPXE ON-SITE is installed and used in environments including, but not limited to, Nonprofit, Educational, Commercial, Corporate, Government or Military it must always be furnished with license keys issued in the name of the corresponding end-user entity. 

3.9. INSTAPXE PROFESSIONAL, ONSITE OR CLOUD when used by the Government / Military and its Contractors requires the request for quote, procurement and use of the corresponding Government / Military valid license key. For any other use INSTAPXE PROFESSIONAL OR INSTAPXE ON-SITE requires the corresponding Personal or Entity issued license key that in this case can be directly purchased “online” on INSTAPXE’S website or through INSTAPXE’S resellers. 

3.10. LICENSEE can use INSTAPXE COMMUNITY, INSTAPXE PROFESSIONAL OR INSTAPXE ON-SITE prepurchase evaluation purposes for up to TEN (10) BUSINESS DAYS. For all other purposes INSTAPXE COMMUNITY can be used FOR PERSONAL, NONCOMMERCIAL PURPOSES ONLY. 

3.11. The SOFTWARE PRODUCT is licensed as a single product. Its components may not be separated for use on more than one device. 

3.12. LICENSEE may not assign, sublicense, or transfer any rights or delegate its obligations under the Agreement without PARALLAX SYSTEM’S prior written consent, and any attempt to do so without consent shall be void. The Agreement shall be binding on the respective successors and assigns of the parties to this Agreement. 

3.13. PARALLAX SYSTEM may provide the LICENSEE with support services related to the SOFTWARE PRODUCT. Any additional software code and / or documentation provided to the LICENSEE as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this Agreement. 

3.14. LICENSEE may not create derivative software based upon any trade secret or proprietary information of PARALLAX SYSTEM and / or its licensors. 

3.15. LICENSEE may not adapt or use any trademark or trade name which is likely to be similar to or confusing with that of PARALLAX SYSTEM or any of its licensors or take any other action which impairs or reduces the trademark rights of PARALLAX SYSTEM or of its licensors. 

4. SPECIAL DISTRIBUTION RIGHTS RELATED TO INSTAPXE COMMUNITY

4.1. Such distribution includes only the original archive supplied by PARALLAX SYSTEM. You may not alter, delete or add any files in the distribution archive. 

4.2. The distribution does not include a license key. In particular, LICENSEE is forbidden from distributing a piece of software including a license key. 

4.3. No money is charged to the person receiving the INSTAPXE COMMUNITY software, beyond reasonable cost of delivery, packaging and other overhead if applicable. 

5. SPECIAL DISTRIBUTION RIGHTS RELATED TO PREVIEW VERSIONS 

5.1. SOFTWARE PRODUCT identified as “Preview”, “Evaluation” or “Demo”, may only be used by the intended recipient, and may not be sold or otherwise transferred, distributed or used for any purpose other than software demonstration, testing or evaluation. 

6. CLIENT RESPONSIBILITIES

6.1. To ensure the successful delivery of services, the Client agrees to, Provide Accurate Information: Supply all necessary information and access to systems as required for the Company to perform the services

6.2. To ensure the successful delivery of services, the Client agrees to, Timely Communication: Respond promptly to requests for information, feedback, and approvals.

6.3. To ensure the successful delivery of services, the Client agrees to, Adherence to Recommendations: Consider and implement the Company’s professional recommendations to achieve optimal results.

6.4. To ensure the successful delivery of services, the Client agrees to, Access and Permissions: Grant necessary access to facilities, systems, and personnel to facilitate the Company’s work.

6.5. Failure to comply with these responsibilities may impact performance, and Parallax System LLC shall not be held responsible for delays or poor results caused by the Client’s disregard to their responsibilities.

7. MAINTENANCE AND SUPPORT 

7.1. Scope of Maintenance and Support
Parallax System LLC may provide ongoing maintenance and technical support for services rendered, including but not limited to:

  • Software updates, patches, and bug fixes
  • Infrastructure monitoring and optimization
  • Security updates and vulnerability assessments
  • Digital marketing campaign adjustments and performance tracking
  • Cloud and server maintenance, including uptime monitoring

7.2. Service Levels and Response Times

  • Standard support is available during business hours (9:00 AM – 5:00 PM EST, Monday – Friday) unless otherwise specified in a separate service-level agreement (SLA).
  • Emergency support requests may be available outside business hours at additional cost, depending on the nature of the issue.
  • Response times may vary based on the priority level of the request:
    • Critical Issues (e.g., system outages, security breaches) – Response within 2 hours
    • High-Priority Issues (e.g., service disruptions, campaign failures) – Response within 8 business hours
    • Low-Priority Issues (e.g., feature requests, minor updates) – Response within 3 business days

7.3. Exclusions from Maintenance and Support
The following are not covered under standard maintenance and support unless specifically agreed upon in a separate contract:

  • Third-party software or services outside Parallax System LLC’s control (e.g., Google, AWS, Meta, hosting providers)
  • Client-caused issues, including unauthorized system modifications, third-party interference, or failure to follow best practices
  • Out-of-scope feature development or modifications beyond the originally agreed service

7.4. Fees for Maintenance and Support

  • Basic maintenance may be included for a limited period following project completion.
  • Ongoing support, enhancements, and additional maintenance requests may require a monthly retainer or be billed on an hourly basis at the agreed-upon rate.
  • Any urgent support outside of business hours may incur premium rates.

7.5. Termination of Support Services

  • If the Client fails to make timely payments for maintenance services, Parallax System LLC reserves the right to suspend or terminate support.
  • Either party may terminate support services with [X] days’ written notice unless a fixed-term contract is in place.

7.6. PARALLAX SYSTEM shall make available to the LICENSEE for download at no additional charge all corrections, revisions, patches, service packs, and updates of INSTAPXE PROFESSIONAL OR INSTAPXE ON-SITE when made available by PARALLAX SYSTEM to other LICENSEES of INSTAPXE PROFESSIONAL OR INSTAPXE ON-SITE for (a) as long as this Agreement shall remain in full force and effect as indicated under the license acquisition terms and / or license key or otherwise one (1) year from the date of purchase unless and until terminated or, (b) as long as the Software Assurance, new version rights term shall remain in full force and effect as indicated under the license acquisition terms and / or license key or otherwise one (1) year from the date of purchase unless and until terminated, for INSTAPXE PROFESSIONAL OR INSTAPXE ON-SITE. Upon any expiration or termination of the agreement, PARALLAX SYSTEM will no longer be responsible for making this maintenance service available. 

7.7. If any made available deliverable is labeled as “New Version” to the INSTAPXE PROFESSIONAL OR INSTAPXE ON-SITE previously licensed the LICENSEE must destroy the original and all backup copies of the “Previous Version”, including any copies resident on LICENSEE’S hard disk drive that accompanied the software previously licensed, within ten (10) days of acquiring the “New Version”. The LICENSEE may under no circumstances operate the “New Version” and “Previous Version” concurrently on different computers. It shall be the LICENSEE’S responsibility to keep a backup of the “New Version” in a safe place. 

7.8. For as long as this agreement shall remain in full force and effect PARALLAX SYSTEM shall provide INSTAPXE PROFESSIONAL OR INSTAPXE ON-SITE LICENSEE with basic email support covering installation and general usage of the SOFTWARE PRODUCT. LICENSEE can purchase additional support for the SOFTWARE PRODUCT by contacting PARALLAX SYSTEM. 

7.9. PARALLAX SYSTEM shall have no maintenance or support obligations with respect to the SOFTWARE PRODUCT other than the ones expressly set forth in this section. 

8. FEES AND PAYMENTS

8.1 Fees for services will be detailed in the invoice or project proposal. Invoices may be issued for Software Product or Services, typically before start of engagement or completion of milestones or on a monthly basis.

8.2 All Payments are due in full upon the receipt of the invoice or as otherwise specified on the invoice due date.

8.3 Late payments may incur interest at a rate of 30% per month. Accounts delinquent for 30 days or more may be sent to collections and subject to legal action.  

8.4 The Client agrees to reimburse the Company for pre-approved expenses incurred during the provision of services.

9. NO REFUND

9.1. The Client acknowledges that Parallax System LLC provides customized technical services tailored to each client’s specific needs. Due to the time, expertise, and resources required to perform these services, all payments made to Parallax System LLC are final, non-refundable, and non-recoupable, unless otherwise expressly stated in a written agreement.

9.2. The Client agrees that, before engaging Parallax System LLC, they have been given sufficient opportunity to evaluate the Company’s qualifications, capabilities, and service offerings. By proceeding with payment, the Client acknowledges that they understand the nature and scope of the services provided and have no right to a refund once services have commenced.

9.3. The Client further understands that digital marketing, technology consulting, and software development involve inherent variables and uncertainties (including but not limited to third-party platform changes, evolving business needs, and external market conditions). Parallax System LLC does not guarantee specific results, and the lack of a desired outcome does not constitute grounds for a refund.

9.4. If a Client chooses to terminate a project before its completion, any payments made up to that point remain non-refundable. The Client will also be liable for any outstanding fees for work performed up to the date of termination.

9.5. In the event of a billing dispute, the Client agrees to contact Parallax System LLC first to attempt a resolution before initiating any chargeback or payment dispute. If a Client files an unauthorized chargeback after agreeing to this No Refund Policy, Parallax System LLC reserves the right to pursue collection efforts, legal action, and recover any associated fees or damages.

9.6. This No Refund Policy applies to all services provided by Parallax System LLC, including but not limited to consulting, software development, IT infrastructure services, digital marketing, website design, and cybersecurity solutions. By engaging with Parallax System LLC and submitting payment, the Client acknowledges that they have read, understood, and agreed to this No Refund Policy.

9.7. LICENSEE can use INSTAPXE COMMUNITY software for free, under its license terms, before deciding to purchase INSTAPXE PROFESSIONAL OR INSTAPXE ON-SITE software. It is agreed that the LICENSEE knows beforehand performance, capabilities and limitations of the INSTAPXE PROFESSIONAL OR INSTAPXE ON-SITE software. It is agreed that there are no refunds given or implied under any circumstances for the purchase of the INSTAPXE PROFESSIONAL OR INSTAPXE ON-SITE software. All amounts paid by LICENSEE under this Agreement shall be non-refundable and non-recoupable, unless otherwise provided herein. 

10. NO GUARANTEES OR WARRANTIES

10.1. ALL SERVICES PROVIDED BY PARALLAX SYSTEM LLC, INCLUDING BUT NOT LIMITED TO TECHNOLOGY CONSULTING, SOFTWARE DEVELOPMENT, IT INFRASTRUCTURE MANAGEMENT, DIGITAL MARKETING, AND CYBERSECURITY SERVICES, ARE OFFERED “AS IS” WITHOUT ANY GUARANTEES OR WARRANTIES OF ANY KIND.

10.2. PARALLAX SYSTEM LLC EXPRESSLY DISCLAIMS, ON BEHALF OF ITSELF, ITS SUPPLIERS, AND PARTNERS, ALL WARRANTIES, GUARANTEES, OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, PERFORMANCE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.

10.3. THE CLIENT UNDERSTANDS AND AGREES THAT:

  • PARALLAX SYSTEM LLC DOES NOT GUARANTEE ANY SPECIFIC RESULTS, OUTCOMES, OR RETURN ON INVESTMENT (ROI) FROM ITS SERVICES.
  • THE PERFORMANCE OF TECHNOLOGY SYSTEMS, SOFTWARE, DIGITAL MARKETING, OR ADVERTISING CAMPAIGNS MAY VARY DUE TO NUMEROUS FACTORS, INCLUDING CLIENT INVOLVEMENT, MARKET CONDITIONS, THIRD-PARTY PLATFORM CHANGES, AND USER BEHAVIOR.
  • THERE IS NO WARRANTY THAT SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR FULLY SECURE.
  • PARALLAX SYSTEM LLC IS NOT RESPONSIBLE FOR TECHNICAL ISSUES, INTERRUPTIONS, OR FAILURES CAUSED BY THIRD-PARTY PROVIDERS, INCLUDING BUT NOT LIMITED TO CLOUD SERVICES, ADVERTISING PLATFORMS, DOMAIN REGISTRARS, HOSTING PROVIDERS, OR SOFTWARE APPLICATIONS.
  • RECOMMENDATIONS PROVIDED BY PARALLAX SYSTEM LLC ARE BASED ON PROFESSIONAL EXPERIENCE AND BEST PRACTICES, BUT FINAL DECISIONS AND IMPLEMENTATIONS REMAIN THE CLIENT’S RESPONSIBILITY.

10.4. THIS DISCLAIMER OF WARRANTIES AND GUARANTEES CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. BY ENGAGING IN SERVICES WITH PARALLAX SYSTEM LLC, THE CLIENT ACKNOWLEDGES AND ACCEPTS THIS POLICY.

10.5. THE SOFTWARE PRODUCT, ANY OTHER SOFTWARE FURNISHED WITH OR ACCOMPANYING THE SOFTWARE PRODUCT AND DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. PARALLAX SYSTEM EXPRESSLY DISCLAIMS ON BEHALF OF ITSELF, ITS SUPPLIERS AND PROVIDERS, ALL WARRANTIES AND / OR CONDITIONS RELATING TO THE SOFTWARE PRODUCT, THE DOCUMENTATION AND ANY SERVICES, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND / OR CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD-PARTY RIGHTS. PARALLAX SYSTEM DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. FURTHERMORE, PARALLAX SYSTEM DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE PRODUCT, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ITS CORRECTNESS, ACCURACY, SECURITY, RELIABILITY, AVAILABILITY, COMPLETENESS, WORKMANLIKE EFFORT, LACK OF VIRUSES, AND LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE PRODUCT, AND THE PROVISION OR FAILURE TO PROVIDE MAINTENANCE, SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE PRODUCT OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE PRODUCT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE. 

11. LIMITATION OF LIABILITY

11.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PARALLAX SYSTEM BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION OR DATA, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO SERVICES PROVIDED OR THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE PRODUCT AND SERVICES OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICES PROVIDED OR SOFTWARE PRODUCT, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF PARALLAX SYSTEM OR ANY SUPPLIER, AND EVEN IF PARALLAX SYSTEM OR ANY OF ITS AGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

12. NOTICE OF RISK AND LIMITATION OF LIABILITY

12.1. ANY SOFTWARE PRODUCT OR TECHNOLOGY SERVICE MAY CONSIST OF SERVER AND CLIENT MODULES INTENDED FOR USE IN COMPUTER NETWORKS. CLIENT AND LICENSEE ACKNOWLEDGES IT HAS ALL THE REQUIRED AUTHORIZATIONS AND PERMISSIONS FOR OPERATING THE SOFTWARE PRODUCT OR SERVICES. CLIENTS AND LICENSEE ACKNOWLEDGES THAT GOOD SYSTEM AND NETWORKING PRACTICES DICTATE THAT ANY SOFTWARE SYSTEM, INCLUDING THE SOFTWARE PRODUCT, MUST BE THOROUGHLY TESTED WITH NON-CRITICAL DATA, IN NON-CRITICAL SCENARIOS, BEFORE LICENSEE RELIES ON IT, AND LICENSEE HEREBY ASSUMES THE SOFTWARE PRODUCT OR SERVICE IS NOT PROVIDED FREE OF FAULTS AND ACCEPTS THE ENTIRE RISK OF USING THE SOFTWARE PRODUCT OR SERVICE. THIS DISCLAIMER OF LIABILITY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE. 

13. EXPORT CONTROL REGULATIONS

13.1. The SOFTWARE PRODUCT is a commercial software application identified under Export Control Classification Number (ECCN) EAR99. No Export License is required for the export / re-export of this SOFTWARE PRODUCT to non-US persons other than those from or in US Government imposed embargoed / sanctioned countries identified in the Supplement 1 to Part 740 (Country Group E) of the Export Administration Regulations (EAR). However, an export license is required for export / re-export to non-US persons from or in those embargoed / sanctioned countries. It is the responsibility of the individual in control of this SOFTWARE PRODUCT to abide by the U.S. export laws. 

13.2. The individual in control of this SOFTWARE PRODUCT acknowledges that the SOFTWARE PRODUCT is subject to U.S. export jurisdiction and that the SOFTWARE PRODUCT may only be exported from the United States in accordance with United States export laws. The individual in control of this SOFTWARE PRODUCT also acknowledges that any diversion contrary to United States law is prohibited, and also agrees to comply with all applicable non-U.S. export / import control laws that apply to the SOFTWARE PRODUCT. This includes end-user, end-use, and destination restrictions issued by the U.S. Government and other governments. 

13.3. The individual in control of this SOFTWARE PRODUCT also agrees not to export, reexport, import, transfer, or release the SOFTWARE PRODUCT to embargoed or sanctioned countries, in whole or in part to include: (a) Into (or to a national resident of) any country to which the U.S. maintains embargoes or other restrictions, (b) To any person on the US Treasury Department’s list of Specially Designated nationals or, (c) To any person or entity on the US Commerce Department’s Denied Persons List, Entity List or Unverified List or, Table of Deny Orders or, (d) To any person or entity subject to a General Order 3 to Part 736 of the U.S. Commerce Department’s Export Administration Regulations or, (e) The U.S. Department of State’s Parties Subject to Nonproliferation Sanctions List or, (f) To any person or entity or into any country where such export, reexport, or import violates any US, local, or other applicable import/export control laws or regulations. 

14. RESERVATION OF RIGHTS OF OWNERSHIP 

14.1. PARALLAX SYSTEM reserves all rights not expressly granted to the LICENSEE in this Agreement. The SOFTWARE PRODUCT is protected by copyright and other intellectual property laws and treaties. Unless otherwise stated, PARALLAX SYSTEM and its Licensors respectively retain all right, title and interest in the SOFTWARE PRODUCT including, but not limited to copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer code, and other intellectual property rights in the SOFTWARE PRODUCT. The SOFTWARE PRODUCT is licensed, not sold. This Agreement does not grant the LICENSEE any rights to trademarks or service marks of PARALLAX SYSTEM. 

14.2 Each party retains ownership of intellectual property developed prior to this Agreement.

14.3 Unless otherwise specified, intellectual property developed during the course of this Agreement will be owned by the Company, with the Client receiving a non-exclusive, non-transferable license for its internal use.

15. U.S. GOVERNMENT RESTRICTED / LIMITED RIGHTS

15.1. The SOFTWARE PRODUCT is a “Commercial Item”, as the term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished Work, all rights reserved under the copyright laws of the United States. 

16. DISPUTES & CHOICE OF LAW AND FORUM SELECTION

16.1. This Agreement shall be governed by and construed in accordance with the laws of the State of Virginia and the United States without regard to the conflict of laws provisions therein. Any dispute arising from or relating to this Agreement or the use of the SOFTWARE PRODUCT or SERVICES shall be governed by the laws of the United States and the State of Virginia. All disputes will be first resolved through mediation between both parties. If unresolved, all disputes arising out of or relating to this agreement shall be finally settled by arbitration conducted in  Fairfax County, Virginia, USA under the rules of commercial arbitration of the American Arbitration Association. Both parties shall bear equally the cost of arbitration (exclusive of legal fees and expenses, all of which each party shall bear separately). All decisions of the arbitrator(s) shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, in the event of breach by a party of its obligations under arbitration decision, the non-breaching party may seek injunctive or other equitable relief in any court of competent jurisdiction.

17. TERMINATION

17.1. For SOFTWARE PRODUCT this Agreement shall remain in full force and effect for the time indicated under the license acquisition terms and / or license key or otherwise one (1) year from the date of purchase unless and until terminated. 

17.2. This Agreement will terminate immediately, automatically and without notice if LICENSEE fails to comply with any provision of this Agreement. 

17.3. Upon termination, LICENSEE must stop using the SOFTWARE PRODUCT, erase or destroy all copies of the SOFTWARE PRODUCT, and destroy all printed information provided with the SOFTWARE PRODUCT. 

17.4 For SERVICES, the Client reserves the right to terminate this agreement with or without cause. Client shall notify Firm in writing if Client wants to terminate Firm’s services. When the Firm receives written notice of termination, they will stop all work on your behalf immediately. If this representation is terminated without cause, Client will promptly reimburse Firm for all fees, charges and expenses incurred pursuant to this agreement before the date of the written notice of termination and further provided that, if Client terminates this representation before the conclusion of the matter, Firm will be entitled to receive a reasonable fee of $300/hour for the work they have performed, based upon the amount of time required, the complexity of the matter, the time frame within which the work must be performed, their experience, ability, and reputation, the responsibility involved, and the results obtained. Upon termination, all ongoing services will cease, and the Client is responsible and must remove Parallax System LLC’s access to all their digital and physical assets.

17.5 For SERVICES, Firm reserves the right to terminate their service at any time if Client breaches any material term of this agreement or fails to cooperate or follow Firm’s advice on a material matter, if conflict of interest develops or is discovered, or if there exists at any time any fact or circumstance that would, in Firm’s opinion, render their continuing Services unlawful, unethical, or otherwise inappropriate including but not limited to the Client engaging in rude, abusive, or unprofessional behavior, repeatedly disregarding expert recommendations impacting results, or failing to make timely payments. If Firm elects to terminate their Services, they will take all steps reasonably necessary and will cooperate as reasonably required to free themselves of any further obligation to perform services, including the removal of access or denial of use to Software Products or Services necessary to complete our withdrawal from the agreement . In such a case, Client agrees to pay for all services performed and expenses incurred before the termination of our services. In accordance with the provisions of this agreement, the Firm will be entitled to receive a reasonable fee of $300/hour for the work they have performed, based upon the amount of time required, the complexity of the matter, the time frame within which the work must be performed, their experience, ability, reputation, and the responsibility involved. Upon termination, all ongoing services will cease, and the Client is responsible and must remove Parallax System LLC’s access to all their digital and physical assets.

18. REMEDIES 

18.1. Notwithstanding any damages or judgments CLIENTS or LICENSEE might incur for any reason whatsoever, (including, without limitation, all damages referenced herein and all direct or general damages in contract or anything else), the entire liability of PARALLAX SYSTEM and any of its suppliers under any provision of this Agreement and LICENSEE exclusive total remedy hereunder (except for any remedy of repair or replacement of the SOFTWARE PRODUCT or SERVICES elected by PARALLAX SYSTEM) shall be US $50.00. The foregoing limitations, exclusions and disclaimers (including Sections 8-11) shall apply to the maximum extent permitted by applicable law, even if any remedy fails of its essential purpose. 

19. NON-DISPARAGEMENT CLAUSE

19.1 The Client agrees not to publicly defame, leave false reviews, or engage in negative publicity against Parallax System LLC.If defamation occurs, Parallax System LLC reserves the right to pursue legal action for damages.

20. NON-DISCLOSURE CLAUSE

20.1 Both parties agree to keep confidential any business information, strategies, discussions, and all proprietary or sensitive information disclosed during the term of this Agreement. This obligation extends beyond the termination of this Agreement. related to services provided.

21. NON-COMPETE CLAUSE

21.1 During the term of this Agreement and for a period of 1 year after the termination or completion of services, the Client agrees not to engage, directly or indirectly, in any business or service that competes with Parallax System LLC’s offerings.

22. ENTIRE AGREEMENT; SEVERABILITY

22.1. This Agreement (including any applicable PARALLAX SYSTEM add-on Agreement and / or addendum or amendment to this Agreement which is included with the SOFTWARE PRODUCT and SERVICES) constitutes the entire agreement between LICENSEE or CLIENT and PARALLAX SYSTEM relating to the SOFTWARE PRODUCT and SERVICES and the maintenance, support, or services accompanying or related to the SOFTWARE PRODUCT and SERVICES and supersedes any other prior agreements or communications regarding the SOFTWARE PRODUCT and SERVICES. If any provision of this agreement is held invalid, the remainder of this agreement shall continue in effect.

23. NO IMPLIED WAIVER

23.1. The failure of either PARALLAX SYSTEM or CLIENT and or LICENSEE to enforce at any time any of the provisions of the Agreement shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.  

24. ACCEPTANCE OF TERMS

Client acknowledges that before signing, submitting payment and using our services or software product, he/she has fully read, understands and agrees with all the terms of this Terms of Service Agreement.