PARSPEC TERMS OF SERVICE: REP AGENCIES
Last updated: October 22, 2026
These Parspec Terms of Service (this “Agreement”) are a binding agreement between Parspec, Inc., a Delaware corporation with its principal place of business at 1825 S. Grant Street, Suite 3-107, San Mateo, CA 94402 (“Parspec”), and the company or other legal entity that accepts them (“Customer”), for itself and as the contracting agent for its participating Affiliates. Parspec and Customer are each a “Party” and together the “Parties”.
This Agreement sets out the terms on which Customer may use Parspec’s software services to support the sales-management workflows of a manufacturer’s representative agency, including product crossing and selection, quoting, submittals, operation and maintenance documentation, order management, and collaboration with Customer’s customers and project stakeholders, for Customer’s internal business purposes.
Acceptance. Customer accepts this Agreement, and it takes effect (the “Effective Date”), on the earliest of the date Customer (a) clicks to accept it or otherwise indicates its acceptance through the Services, (b) signs or accepts an Order that references it, or (c) first accesses or uses the Services. The individual who accepts this Agreement on Customer’s behalf represents that they are authorized to bind Customer. If they are not authorized, or if Customer does not agree to this Agreement, they must not accept it, and Customer may not use the Services. This Agreement does not apply while a separate master services agreement signed by Customer and Parspec that covers the Services is in effect.
1. DEFINITIONS
“Affiliate” means any entity that controls, is controlled by, or is under common control with a Party, where “control” means ownership of more than fifty percent (50%) of the voting stock or other equity interest of the entity.
“Aggregated Data” means data derived from Customer Data, alone or combined with other data, that (a) does not identify Customer, its Affiliates, its customers, or any individual, directly or by inference; (b) does not permit reconstruction, in whole or in part, of RCD; (c) reflects data from at least three (3) independent customer sources in each reported segment; and (d) has been processed using reasonable technical safeguards designed to prevent re-identification. Aggregated Data includes anonymous information about use of the Services.
“Confidential Information” means non-public information that one Party (the “disclosing Party”) discloses to the other (the “receiving Party”) and that is designated as confidential or should reasonably be understood to be confidential given its nature and the circumstances of disclosure. Customer’s Confidential Information includes all Customer Data (including RCD) and any other information relating to Customer’s customers, principals, or projects. Parspec’s Confidential Information includes the Parspec Materials and the terms of this Agreement.
“Contract Year” means each successive twelve (12) month period of a Subscription Term, beginning on the Activation Date stated in the Order.
“Customer Content” means Customer Data and the Parspec Documents that Customer or its Permitted Users create or upload through the Services, excluding Manufacturer Content.
“Customer Data” means data that Customer or its Permitted Users provide or make available to Parspec, or that Parspec collects through Customer’s use of the Services, including data received through a Manufacturer Data Feed that Customer enables. Customer Data does not include Manufacturer Content, Aggregated Data, Models, or Model Artifacts.
“Documentation” means the instructions, help files, technical documentation, and user manuals that Parspec makes available describing the intended operation of the Services.
“Licensed User” means a Permitted User to whom Customer has assigned a paid Seat License.
“Manufacturer Content” means product, pricing (including list, net, and promotional pricing), discount, rebate, availability, order status, shipping, fulfillment, and other data that Parspec receives from or on behalf of a manufacturer under a written agreement between Parspec and that manufacturer (a “Manufacturer Agreement”), whether delivered directly or through a Manufacturer Data Feed. Manufacturer Content does not include information that Customer adds or creates, such as its sell pricing, markups, commissions, overages, fees, quotes, and project and customer records, all of which remain Customer Data.
“Manufacturer Data Feed” means a data connection between the Services and a manufacturer’s product, pricing, or order system, whether Customer enables it for its own account or Parspec maintains it under a Manufacturer Agreement.
“Models” means any machine-learning or artificial-intelligence model that Parspec trains or fine-tunes, and “Model Artifacts” means trained weights, model parameters, embeddings, and other derived representations produced through that training or fine-tuning.
“Modules” means the functional components of the Services (for example Crossing, Quoting, Submittals and O&M, Order Management, and the Stakeholder Portal) as described in an Order.
“Order” means a written order for Services signed by both Parties that describes the Modules, Seat Licenses, Fees, Subscription Term, and any implementation services. Each Order is a separate agreement that incorporates this Agreement by reference.
“Parspec Documents” means bills of materials, quotes, submittals, operation and maintenance packages, breakouts, commission sales orders, sales order acknowledgments, buy-sell purchase orders, and other documents that Customer creates using the Services.
“Parspec Materials” means the Services, the Documentation, and any other materials or information that Parspec delivers or makes available under this Agreement.
“Permitted User” means an employee or agent of Customer whom Customer permits to use the Services, including Licensed Users and View Only Users.
“Rep Confidential Data” or “RCD” means the following Customer Data, to the extent not publicly available: (a) Customer’s pricing and margin economics, including target, floor, walk-away, buy/sell, and lot pricing, commission rates, overage amounts and splits, markups, and design, service, and other fee lines; (b) Customer’s agency-split, spec-registration, and Customer-specific manufacturer line-card terms; (c) the identities of Customer’s customers, specifiers, contractors, and projects as associated with Customer’s records; and (d) product cross-reference or substitute-product selections that a Permitted User enters into the Services, with any notes recorded with them, but not crosses generated or suggested by the Services. RCD does not include publicly available manufacturer product data, Manufacturer Content, Aggregated Data, Models, or Model Artifacts.
“Seat License” means a per-user license granting one Licensed User access to the Modules specified in an Order.
“Services” means Parspec’s software-as-a-service Modules for sales agents, including product crossing and selection, quoting, submittals, order management, order fulfillment, and related customer-portal functionality, as provided under an Order, together with all fixes, updates, and upgrades that Parspec makes generally available.
“Stakeholder Collaborator” means a third party, such as a contractor, distributor, specifier, or owner, whom Customer invites to view or act on Customer’s projects through the Stakeholder Portal or other sharing features of the Services. Stakeholder Collaborators are not Permitted Users.
“Subprocessor” means a third party, including a Parspec Affiliate, that Parspec engages to host or process Customer Data in providing the Services, such as cloud-hosting and artificial-intelligence model providers.
“Subscription Term” means the period during which Customer may access the Services under an Order, beginning on the Activation Date stated in the Order and continuing through the end of the initial term and any renewal terms.
“View Only User” means a Permitted User with read-only access to the Services at no charge, where provided in an Order.
2. SERVICES
2.1 Orders. Parspec will make the Services available to Customer and its Permitted Users as described in each Order. Seat activation rules, Module descriptions, implementation schedules, and remedies stated in an Order apply to that Order.
2.2 Affiliates. Customer’s Affiliates may purchase Services by entering into Orders, provided that an Affiliate Order is effective only with Customer’s written approval (evidenced by Customer’s authorized representative signing or accepting the Order). By entering into an Order, the Affiliate agrees to be bound by this Agreement as if it were Customer. No Affiliate may modify, supplement, or amend this Agreement.
2.3 Accounts and Seat Licenses. Customer may be required to register an account (“Account”) and will keep its registration information accurate. Each Seat License is for one named Licensed User and may not be shared. Customer may reassign a Seat License when a Licensed User leaves Customer or changes roles, but not to rotate access among users. Customer will require all Permitted Users to keep their credentials confidential and not share them with any other person, including other employees of Customer, and will notify Parspec as soon as reasonably practicable of any unauthorized use of credentials or any known or suspected breach of security.
2.4 Implementation and Integrations. Parspec will perform the implementation, integration, data migration, and training services described in an Order. Customer will provide timely access to its personnel, systems, credentials, and data as reasonably required, and the implementation dates and any date-based remedies in an Order extend day-for-day for any delay caused by Customer’s failure to do so. Where Customer enables a Manufacturer Data Feed or connects a third-party system, Customer is responsible for obtaining all manufacturer and third-party consents, credentials, and permissions, and represents that it has the right to share the resulting data with Parspec for use under this Agreement. Parspec is not responsible for the availability, accuracy, or cost of any third-party system.
2.5 Support and Service Levels. During the Subscription Term, and for so long as Customer is current on undisputed payments, Parspec will provide the Services in accordance with the service level and support terms in Exhibit A (the “SLA”). Parspec may update the SLA, but any change that has a material adverse effect on Customer requires at least thirty (30) days’ prior written notice and takes effect for Customer only at the start of its next Subscription Term.
2.6 Third-Party Services. Customer is responsible for obtaining, maintaining, and paying for any third-party software, platforms, APIs, or services it uses with the Services, including any accounting, CRM, or artificial-intelligence tools it connects. Parspec does not control and is not responsible for third-party fees, terms, service levels, or discontinuation.
2.7 Free Use and Beta Products.
(a) Free Use. “Free Use” means any use of the Services for which Customer is not paying Fees under an active Order, including use during a trial period stated in an Order or agreed in writing (a “Trial Period”). Parspec may suspend or end Free Use at any time by notice to Customer.
(b) Beta Products. Parspec may offer Customer access to alpha or beta features (“Beta Products”), and either Party may end Customer’s access to Beta Products at any time.
(c) As Is. DURING FREE USE, AND FOR ALL BETA PRODUCTS, THE SERVICES ARE PROVIDED “AS IS” AND ARE NOT COVERED BY ANY WARRANTY, INDEMNITY, OR SERVICE LEVEL COMMITMENT, INCLUDING UNDER SECTIONS 8.2 AND 9.1 AND EXHIBIT A.
(d) Free Use Limits. During Free Use: (i) Section 10.2 does not apply, and Parspec’s total liability arising out of or relating to Free Use will not exceed one hundred U.S. dollars (US $100), except as provided in clauses (a) and (b) of Section 10.3; (ii) Section 10.4 creates no obligation to Customer; and (iii) Parspec’s obligations under Section 11.4 are limited to the export features available in the Services.
(e) Customer Data. Sections 5, 6, and 7 apply to Customer Data used during Free Use or in Beta Products.
3. LICENSE AND USE
3.1 License. Subject to this Agreement, Parspec grants Customer, during the Subscription Term, a non-exclusive, non-sublicensable, non-transferable (except under Section 12.2) right to (a) access and use the Services solely for Customer’s internal business purposes, in accordance with the Documentation and subject to the usage limits in the applicable Order; and (b) reproduce, without modification, and internally use a reasonable number of copies of the Documentation in connection with that use, retaining all proprietary notices.
3.2 Restrictions. Customer will not, and will not allow any Permitted User or third party to, directly or indirectly: (a) modify, adapt, translate, or create derivative works of the Services; (b) rent, lease, loan, sell, provide access to, or sublicense the Services to any third party, other than sharing with Stakeholder Collaborators through features of the Services designed for that purpose; (c) use the Services to provide services to third parties on a service-bureau or time-sharing basis; (d) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs of the Services, except to the extent applicable law expressly permits this for interoperability, and then in only after first requesting the information from Parspec; (e) remove or obscure any proprietary notices in the Services or in reports or data obtained from the Services; (f) publicly disseminate information about the performance of the Services, other than Parspec Documents; (g) interfere with or disrupt the Services, circumvent any usage or rate limit, or access the Services through any interface other than those Parspec makes available; or (h) use the Services in a manner that exceeds the rights granted in this Section 3 or violates applicable law. These restrictions also apply to the Documentation.
3.3 Module Usage Review. Each Seat License covers only the Modules specified for it in the Order. Parspec may review Module usage within the Services. If a Licensed User uses a Module not included in that user’s Seat License, Parspec may invoice Customer for a Seat License covering all Modules (a “Full Platform Seat License”) at Parspec’s then-current list price for the period from the date of first unauthorized use through the end of the then-current Subscription Term, less Fees already paid for that user’s Seat License, and that Seat License will convert to a Full Platform Seat License for the remainder of the Subscription Term. Customer acknowledges that Module restrictions are contractual and may not be enforced technically within the Services.
3.4 Customer Responsibilities. Customer is responsible for all use of the Services under its Accounts, will use commercially reasonable efforts to prevent unauthorized access to or use of the Services and promptly notify Parspec of any such access or use, and will obtain and maintain the equipment, software, and connectivity needed to access the Services. Parspec has no liability for Customer’s failure to maintain these items.
3.5 Suspension. Parspec may suspend access to the Services, or to any API or integration, (a) if any undisputed amount is more than thirty (30) days past due, after giving Customer at least ten (10) days’ written notice; or (b) to the extent reasonably necessary to address a security threat, a legal requirement, or use in breach of Section 3.2, in which case Parspec will give as much advance notice as is practicable, limit the suspension in scope and duration to what is necessary, and restore access promptly once the issue is resolved. Suspension does not relieve Customer of its payment obligations.
3.6 Reservation of Rights. Except as expressly granted in this Agreement, Parspec grants no license or other right in the Parspec Materials, by implication, estoppel, or otherwise, and all such rights are reserved. The Services and Documentation are licensed, not sold.
4. FEES AND PAYMENT
4.1 Fees. Customer will pay the fees set forth in each Order, however described in the Order (“Fees”). Unless an Order states otherwise, Fees are quoted and payable in United States dollars, payment obligations are non-cancelable, and Fees are non-refundable except as expressly provided in this Agreement or the Order.
4.2 Seat Changes. Customer may add Seat Licenses at any time at the per-seat rate in the applicable Order, prorated for the remainder of the then-current Contract Year, invoiced when added, and co-terminous with the applicable Order. Customer may reduce the number of Seat Licenses effective at the start of the next renewal term by written notice given at least thirty (30) days before the end of the then-current Subscription Term, provided the reduced count is not below any minimum stated in the Order.
4.3 Invoicing and Payment. Unless the Order states otherwise, Parspec will invoice Fees annually in advance beginning on the Activation Date, and undisputed Fees are due within fifteen (15) days after receipt of invoice. If Customer disputes an invoiced amount in good faith, it will notify Parspec in writing before the due date and pay the undisputed portion, and the Parties will work in good faith to resolve the dispute within thirty (30) days.
4.4 Late Payment. Undisputed amounts not paid when due accrue a finance charge of the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, from the due date until paid, plus reasonable collection costs actually incurred.
4.5 Taxes. Fees exclude all sales, use, value-added, goods and services, and similar taxes or duties (“Taxes”). Customer is responsible for all Taxes other than taxes based on Parspec’s income, personnel, or property, provided that Taxes are separately stated on each invoice. Customer will not withhold Taxes from any payment except as required by law. If Customer claims an exemption, it will provide a valid exemption certificate, and Parspec will not charge the Taxes that certificate covers.
5. OWNERSHIP AND DATA
5.1 Parspec Ownership. As between the Parties, Parspec owns all right, title, and interest, including all intellectual property rights, in the Parspec Materials and the underlying platform, including its software, algorithms, user interfaces, schemas, product taxonomy, attribute mappings, cross-reference and normalized product databases, product ontologies, Aggregated Data, Models, and Model Artifacts, including any of the foregoing developed, trained, or improved through Customer’s use of the Services, subject to Section 6.3. None of the foregoing is Customer Data, Customer Content, or Customer Confidential Information, and Customer has no ownership of, license to, or right to audit, return, or destroy Models or Model Artifacts, including after this Agreement ends.
5.2 Customer Ownership. As between the Parties, Customer owns all right, title, and interest, including all intellectual property rights, in Customer Content, excluding any Parspec Materials incorporated in it (such as templates, formats, and product data supplied by the Services). Parspec grants Customer a perpetual, royalty-free license to use those Parspec Materials as part of the Parspec Documents in which they appear. Subject to Section 5.6 for any Manufacturer Content, Customer may use and share Customer Content for any purpose, including with its customers, principals, and Stakeholder Collaborators.
5.3 Feedback. Parspec may use any suggestions, comments, or other feedback about the Services that Customer provides (“Feedback”) without restriction or obligation to Customer, and has sole discretion over whether to develop any requested feature.
5.4 Use of Customer Data. Customer grants Parspec a non-exclusive, royalty-free license to use Customer Data to (a) provide, support, and improve the Services and perform Parspec’s obligations under this Agreement; (b) internally train, fine-tune, and improve Models and Parspec’s data analytics capabilities; (c) create Aggregated Data; (d) comply with this Agreement, applicable law, and applicable industry standards; and (e) maintain records relating to the Services, including to demonstrate compliance and defend claims, in each case subject to Section 6. This license is perpetual and irrevocable as to Models and Model Artifacts trained, and Aggregated Data created, before this Agreement ends.
5.5 Aggregated Data. Parspec may create, use, disclose, license, and otherwise commercialize Aggregated Data for any purpose, on a worldwide, royalty-free, and perpetual basis, provided the Aggregated Data continues to meet the definition in Section 1. Customer is not entitled to any compensation for Parspec’s use of Aggregated Data.
5.6 Manufacturer Content.
(a) Ownership. Manufacturer Content is owned by the applicable manufacturer, even where it appears in a Parspec Document. Except as provided in clause (d), Parspec’s rights to use Manufacturer Content are governed by the applicable Manufacturer Agreement rather than this Agreement.
(b) Customer Use. Customer may access and use Manufacturer Content only through the Services, only while the applicable manufacturer authorizes Customer to receive it, and only for product discovery, comparison, specification, quoting, procurement, and fulfillment on Customer’s projects. Customer will cooperate with Parspec in obtaining and documenting any authorization a manufacturer requires. Customer may include Manufacturer Content in Parspec Documents that it presents to its customers and Stakeholder Collaborators in the ordinary course of business, but will not otherwise copy, export, sell, or disclose non-public Manufacturer Content, including net and promotional pricing and discount and rebate terms, to any third party.
(c) Changes in Authorization. A manufacturer’s refusal, delay, suspension, or withdrawal of Customer’s authorization, or the expiration or termination of a Manufacturer Agreement, is not a breach of this Agreement by Parspec or a failure of the Services, and gives rise to a refund, credit, or termination right only where an Order expressly provides one by reference to this Section 5.6(c). Parspec will notify Customer promptly after learning of any such change.
(d) Customer-Specific Content. Where Manufacturer Content is specific to Customer, such as project-specific pricing a manufacturer grants to Customer or Customer’s own order and shipment records, Parspec will also treat it as Customer Confidential Information and will not disclose it to anyone other than Customer, its Permitted Users, and the applicable manufacturer.
(e) No Warranty; Suspension. Manufacturer Content is provided by third parties, and Parspec does not warrant its accuracy, completeness, or timeliness. Parspec may suspend or remove access to Manufacturer Content as a Manufacturer Agreement requires or a manufacturer directs.
(f) Export and Deletion. Manufacturer Content is not included in exports under Section 11.4 except as it appears in Parspec Documents, and Section 11.5 does not require Parspec to delete it.
(g) Customer’s Agreements with Manufacturers. Customer’s obligations to a manufacturer with respect to Manufacturer Content, including any liability for its unauthorized use or disclosure, are governed by Customer’s own agreements with that manufacturer. Nothing in this Agreement expands those obligations, makes Parspec a party to them, or makes Parspec responsible for Customer’s compliance with them. Customer’s liability to Parspec for breach of this Section 5.6 is subject to Section 10.2.
5.7 Removal of Customer Content. Parspec will not delete Customer Content from the Services without first giving Customer a reasonable opportunity to retrieve it, except where Parspec reasonably believes the content is illegal, infringing, or malicious, or where deletion is required by law or court order, in which case Parspec will give as much advance notice as is legally permitted.
5.8 Privacy. Each Party will comply with applicable privacy laws in its processing of Customer Data, including maintaining reasonable security measures, honoring individuals’ rights, and giving required breach notifications. Customer is solely responsible for giving all notices and obtaining all rights, authorizations, and consents required for Customer Data to be shared with and processed by Parspec as contemplated by this Agreement.
6. CONFIDENTIALITY AND REP DATA PROTECTION
6.1 Confidentiality. The receiving Party will use the disclosing Party's Confidential Information only to perform under or exercise its rights under this Agreement, will protect it with at least the care it uses for its own confidential information and no less than reasonable care, and will not disclose it except:
(a) to its and its Affiliates' employees, officers, directors, advisors, and contractors (including, for Parspec, its Subprocessors under Section 6.4) ("Representatives") who need to know it for purposes of this Agreement and are bound by confidentiality obligations at least as protective as this Section, with the receiving Party responsible for any breach by its Representatives;
(b) as required by law, after giving the disclosing Party prompt notice (where legally permitted) and reasonable cooperation to contest or limit the disclosure, and limited to the minimum required;
(c) in the case of the terms of this Agreement, confidentially to actual or potential lenders, investors, or acquirers; or
(d) with the disclosing Party's prior written consent.
These obligations do not apply to information that the receiving Party can show (i) is or becomes public through no fault of the receiving Party or its Representatives; (ii) it knew without restriction before disclosure; (iii) it received without restriction from a third party entitled to disclose it; or (iv) it developed independently without using the disclosing Party's Confidential Information. Each Party will promptly notify the other of any known breach of this Section, and either Party may seek injunctive or other equitable relief for an actual or threatened breach.
6.2 Disclosure of Customer Data. Parspec will not disclose Customer Data, or the identities of Customer, its Affiliates, or their respective customers, to any third party except:
(a) to Representatives under Section 6.1(a);
(b) as required by law under Section 6.1(b);
(c) at Customer’s direction, including (i) information Customer shares with Stakeholder Collaborators; (ii) data Customer exports to third-party tools; and (iii) purchase orders, order changes, acknowledgment and status requests, shipping details, and other order information that Parspec transmits to the applicable manufacturer, through a Manufacturer Data Feed or otherwise, to place, track, or fulfill Customer’s orders with that manufacturer, which Customer directs by placing or managing the order in the Services (each, a “Customer-Directed Disclosure”); or
(d) as Aggregated Data under Section 5.5.
Except through a Customer-Directed Disclosure, Parspec will not provide any third party with data that identifies Customer or its Affiliates as its source, directly or by inference. For Customer Data, this Section 6.2 controls over Section 6.1.
6.3 RCD Protections. In addition to Section 6.2, Parspec will:
(a) maintain commercially reasonable technical measures designed to prevent Models from reproducing RCD in output made available to anyone other than Customer's Permitted Users;
(b) not design any Model, query, or feature to reconstruct Customer's pricing, commission, overage, or fee economics from RCD, or use Customer-specific RCD to help Customer's competitors undercut its pricing; and
(c) not use RCD to help any third party solicit Customer's customers or principals or bypass Customer on a project.
This Section does not restrict Parspec’s internal use of RCD under Section 5.4 or its use of Aggregated Data.
6.4 Subprocessors. Parspec may use Subprocessors to provide the Services and is responsible for their acts and omissions as for its own. Parspec will (a) engage each Subprocessor under written terms that impose confidentiality and security obligations appropriate to the services it provides and consistent in substance with Sections 6 and 7; (b) use third-party artificial-intelligence model providers only under terms that prohibit them from using Customer Data to train or improve models or services offered to anyone other than Parspec, and that permit retention of Customer Data submitted to the model only for a limited period and only for safety, abuse-monitoring, and legal-compliance purposes; and (c) provide a current list of its Subprocessors on request.
7. INFORMATION SECURITY
7.1 Security Program. Parspec will maintain a written information security program with administrative, technical, and organizational safeguards designed to protect the security, confidentiality, and integrity of Customer Data and Customer Confidential Information, protect against unauthorized access or use, and ensure their proper disposal. On request, Parspec will provide Customer a copy of its most recent SOC 2 (or successor or similar) audit report.
7.2 Security Incidents. “Security Incident” means a breach of Parspec’s security controls resulting in unauthorized access to, or use, destruction, alteration, or disclosure of, Customer Data or Customer Confidential Information. Parspec will notify Customer without undue delay, and in any event within seventy-two (72) hours after confirming a Security Incident, and will (a) provide an incident report describing the nature of the Security Incident and the data affected, updated as information becomes available; (b) cooperate in good faith with Customer and use diligent efforts to remedy and mitigate its effects; (c) share with Customer the cause of the Security Incident and Parspec’s remediation plan; and (d) respond to Customer’s reasonable inquiries about Parspec’s compliance with this Section 7.
7.3 Hosting and Segregation. Parspec hosts Customer Data in the United States using its existing cloud infrastructure (currently Amazon Web Services, US regions). Customer, including any Customer located outside the United States, consents to hosting and processing of Customer Data in the United States. Parspec will logically segregate Customer Data from the data of its other customers. Segregation requirements do not restrict Aggregated Data. On request, Parspec will provide a current list of its data storage and processing locations, including backup and disaster recovery sites.
7.4 Encryption. Parspec will encrypt Customer Data at rest using AES-256 or an equivalent or stronger industry-recognized algorithm, and in transit using TLS 1.2 or higher. Credentials and other secrets will never be stored in clear text, and passwords will be hashed and salted using an industry-recognized algorithm. Parspec will manage encryption keys in line with industry-standard practices, including rotation at least every twelve (12) months and immediately on any suspected compromise.
7.5 Backups. Parspec will back up hosted Customer Content as follows: (a) for its primary application databases, continuous backup with point-in-time recovery to any point within the preceding thirty-five (35) days, daily snapshots retained for thirty-five (35) days, and automated failover to a standby instance in a separate data center; and (b) for stored files, versioning and replication to a separate geographic region, with prior versions of overwritten or deleted files retained for at least thirty-five (35) days. Parspec may change these practices if the change does not materially reduce recovery capability. Backups are maintained for business continuity and disaster recovery; Parspec will restore Customer Content lost through a failure of the Services and may, on request, assist in restoring Customer Content that Customer deleted.
8. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS
8.1 Mutual. Each Party represents and warrants that (a) it has the authority to enter into this Agreement, and its execution and performance of this Agreement do not violate any other agreement to which it is a party; and (b) it will comply with all laws applicable to its performance under this Agreement.
8.2 Parspec. Parspec represents and warrants that (a) it will provide the Services in a professional and workmanlike manner; (b) the Services will perform in substantial conformity with the Documentation; (c) to Parspec’s knowledge, the Services and Parspec Documents (excluding Customer Content and Manufacturer Content) do not infringe any third party’s intellectual property rights, with Section 9.1 as Customer’s sole remedy for any breach of this clause (c); and (d) Parspec will not intentionally introduce, and will take industry-standard precautions not to introduce, any virus, malware, or other malicious code into the Services. If the Services do not conform to clause (b), Parspec will use commercially reasonable efforts to correct the nonconformity, and if it cannot do so within thirty (30) days after written notice, Customer may terminate the affected Order and receive a pro rata refund of prepaid Fees for the remainder of the Subscription Term.
8.3 Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. PARSPEC DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY INTEGRATION, API, OR MANUFACTURER DATA FEED WILL OPERATE WITHOUT INTERRUPTION OR ERROR, AND IS NOT LIABLE FOR DATA DISCREPANCIES, PROCESSING ERRORS, DELAYS, OR LOSSES ARISING FROM THIRD-PARTY OR MANUFACTURER SYSTEMS OR DATA. CUSTOMER IS RESPONSIBLE FOR REVIEWING ALL PARSPEC DOCUMENTS, INCLUDING PRODUCT CROSSES, PRICING, AND QUANTITIES, BEFORE SENDING THEM TO THIRD PARTIES. NO ADVICE OR INFORMATION OBTAINED FROM PARSPEC OR THROUGH THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY MADE IN THIS AGREEMENT.
9. INDEMNIFICATION
9.1 By Parspec. Parspec will defend Customer, its Affiliates, and their respective officers, directors, employees, contractors, and agents (the “Customer Indemnified Parties”) against any third-party claim, demand, suit, or proceeding (a “Customer Claim”) arising from (a) an allegation that use of the Services as permitted under this Agreement infringes or misappropriates a United States or Canadian patent, copyright, trademark, or trade secret; (b) Parspec’s breach of Section 5, 6, or 7; or (c) Parspec’s gross negligence, willful misconduct, fraud, or violation of law, and will indemnify the Customer Indemnified Parties for losses, costs, and damages (including reasonable attorneys’ fees) finally awarded or agreed in a settlement approved by Parspec. If the Services become, or in Parspec’s reasonable opinion are likely to become, the subject of an infringement claim, Parspec may at its option and expense (i) procure the right for Customer to continue using the Services; (ii) modify or replace the Services to be non-infringing with comparable functionality; or (iii) if neither is reasonably practicable, terminate the affected Order and refund prepaid Fees for the remainder of the Subscription Term. Parspec has no obligation for any Customer Claim to the extent it arises from (A) designs, specifications, or instructions provided by Customer; (B) use of the Services by or for Customer in breach of this Agreement, or failure to use an update Parspec provided to avoid the claim; (C) modification of the Services by or for Customer without Parspec’s consent; (D) Customer Content or Manufacturer Content; or (E) combination of the Services by or for Customer with products or services not provided, required, or authorized in writing by Parspec (the “Excluded Claims”). THIS SECTION 9.1 STATES PARSPEC’S ENTIRE LIABILITY, AND CUSTOMER’S EXCLUSIVE REMEDY, FOR ANY ACTUAL OR ALLEGED INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS BY THE SERVICES.
9.2 By Customer. Customer will defend Parspec and its Affiliates against any third-party claim arising from an Excluded Claim, from Customer’s failure to obtain any consent required under Section 2.4, or from Customer’s use or disclosure of Manufacturer Content in breach of Section 5.6, and will indemnify them for losses, costs, and damages (including reasonable attorneys’ fees) finally awarded or agreed in a settlement approved by Customer.
9.3 Procedure. The indemnified Party will (a) promptly notify the indemnifying Party of the claim (failure to do so relieves the indemnifying Party only to the extent it is prejudiced); (b) give the indemnifying Party sole control of the defense and settlement, using counsel reasonably acceptable to the indemnified Party, except that the indemnifying Party may not settle any claim without the indemnified Party’s prior written consent (not to be unreasonably withheld) unless the settlement unconditionally releases the indemnified Party and requires only payment of amounts the indemnifying Party pays; and (c) reasonably cooperate at the indemnifying Party’s expense.
10. LIMITATION OF LIABILITY; INSURANCE
10.1 Exclusion of Damages and General Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOSS OF GOODWILL, OR LOST CONTENT OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY. EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY (THE “GENERAL LIABILITY CAP”). SECTION 2.7(d) FURTHER LIMITS PARSPEC’S LIABILITY FOR FREE USE.
10.2 Data Protection Cap. (a) PARSPEC’S TOTAL LIABILITY FOR BREACH OF SECTION 5 OR 6 (OTHER THAN AN INTENTIONAL UNAUTHORIZED DISCLOSURE), BREACH OF SECTION 7, AND ITS OBLIGATIONS UNDER SECTION 9.1(b); AND (b) CUSTOMER’S TOTAL LIABILITY FOR BREACH OF SECTION 5.6 (OTHER THAN AN INTENTIONAL UNAUTHORIZED DISCLOSURE) AND ITS OBLIGATIONS UNDER SECTION 9.2 ARISING FROM THAT BREACH, WILL IN EACH CASE NOT EXCEED, IN THE AGGREGATE, THE GREATER OF ONE MILLION U.S. DOLLARS (US $1,000,000) OR TWO TIMES (2X) THE GENERAL LIABILITY CAP (THE “DATA PROTECTION CAP”). THE DATA PROTECTION CAP REPLACES, AND IS NOT IN ADDITION TO, THE GENERAL LIABILITY CAP FOR THESE CLAIMS.
10.3 Exceptions. THE EXCLUSIONS AND CAPS IN SECTIONS 10.1 AND 10.2 DO NOT APPLY TO (a) A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; (b) A PARTY’S INTENTIONAL UNAUTHORIZED DISCLOSURE OF THE OTHER PARTY’S CONFIDENTIAL INFORMATION; (c) A PARTY’S OBLIGATIONS UNDER SECTION 9.1(a) OR SECTION 9.2, EXCEPT CUSTOMER’S OBLIGATIONS UNDER SECTION 9.2 ARISING FROM BREACH OF SECTION 5.6, WHICH ARE SUBJECT TO THE DATA PROTECTION CAP; OR (d) CUSTOMER’S OBLIGATION TO PAY FEES. EACH PARTY ACKNOWLEDGES THAT THE FEES REFLECT THIS ALLOCATION OF RISK.
10.4 Insurance. During the term of this Agreement and for one (1) year afterward, Parspec will maintain, with reputable insurers: (a) commercial general liability insurance of at least US $1,000,000 per occurrence and US $2,000,000 aggregate; (b) workers’ compensation insurance as required by law for Parspec’s employees; (c) technology errors and omissions (professional liability) insurance of at least US $1,000,000 per claim and US $2,000,000 aggregate; and (d) cyber liability insurance, covering security and privacy breaches, of at least US $1,000,000 per claim and US $2,000,000 aggregate. On request, Parspec will provide certificates of insurance. Insurance limits do not limit or expand Parspec’s liability under this Agreement.
11. TERM AND TERMINATION
11.1 Term of Agreement. This Agreement begins on the Effective Date and continues for as long as any Order is in effect, unless terminated earlier under this Section 11.
11.2 Term and Renewal of Orders. Each Order has the initial Subscription Term stated in it. Unless the Order states otherwise, each Order then renews automatically for successive twelve (12) month renewal terms with the same Modules and Seat Licenses, at the Fees for the expiring term, subject to any renewal pricing terms in the Order.
11.3 Termination for Cause. Either Party may terminate an Order by written notice if (a) the other Party materially breaches this Agreement as it applies to that Order and fails to cure the breach within thirty (30) days after written notice describing it; or (b) subject to applicable law, the other Party becomes the subject of a bankruptcy or similar proceeding that is not dismissed within sixty (60) days, liquidates or dissolves, or makes an assignment for the benefit of creditors. Customer may also terminate as provided in Section 4 of Exhibit A. If Customer terminates an Order under this Section 11.3, Parspec will refund any prepaid Fees for the remainder of the Subscription Term.
11.4 Data Export. During the Subscription Term and for ninety (90) days after expiration or termination of an Order (the “Export Period”), Parspec will maintain Customer’s access to the Services for export purposes and, on request, provide an export of Customer Content (including customer and contact records, pricing history, and quotes, orders, and associated files) in a standard machine-readable format such as CSV or JSON.
11.5 Deletion. Within sixty (60) days after the Export Period ends, each Party will destroy the other Party’s Confidential Information relating to the terminated Order, except that each Party may retain copies made under a documented backup, disaster recovery, or records-retention policy, or as required by law, all of which remain subject to this Agreement. Parspec may also retain Aggregated Data, Models, Model Artifacts, Manufacturer Content, and its product taxonomy, attribute mappings, cross-reference and normalized product databases, and product ontologies, including elements derived from Customer Data that cannot practically be separated without material disruption to the Services. Any retained item that contains RCD remains subject to Sections 6 and 7.
11.6 Survival. Sections 3.6, 4 (for amounts accrued), 5, 6, 7 (for so long as Parspec retains Customer Data), 8.3, 9, 10, 11.4, 11.5, 11.6, and 12, and any other provision that by its nature is intended to survive, survive termination or expiration.
12. GENERAL
12.1 Publicity. Parspec may identify Customer as a customer and display Customer's name and logo in customer lists on its website and in sales, marketing, and investor materials, in accordance with any brand guidelines Customer provides and without implying Customer's endorsement of Parspec. Customer may withdraw this permission at any time by written notice (email suffices), and Parspec will remove Customer's name and logo from digital materials within thirty (30) days and from any materials produced after that notice. Any other use of Customer's name or marks, including testimonials, case studies, and press releases, requires Customer's prior written consent, which may be given in an Order.
12.2 Assignment. Neither Party may assign or transfer this Agreement without the other Party’s prior written consent, except that either Party may assign it without consent to an Affiliate or to a successor to all or substantially all of its assets or business related to this Agreement. If Customer holds any unlimited entitlement (such as unlimited View Only Users or Stakeholder Collaborators), then after a change of control of Customer that entitlement is limited to the level in use immediately before the change of control. Any assignment in violation of this Section is void. This Agreement binds and benefits the Parties and their permitted successors and assigns.
12.3 Updates; Amendment; Waiver. Parspec may update this Agreement by posting a revised version with a new “Last updated” date and notifying Customer by email or through the Services at least thirty (30) days before the update takes effect. An update that has a material adverse effect on Customer during a paid Subscription Term takes effect for Customer only at the start of its next renewal term. Customer’s continued use of the Services after an update takes effect constitutes acceptance of it. Except as provided in this Section, no amendment or waiver is effective unless in writing and signed by both Parties. A waiver applies only to the specific instance for which it is given. Failure or delay in enforcing any provision is not a waiver of it.
12.4 Relationship. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship, and neither Party may bind the other. There are no third-party beneficiaries.
12.5 Severability. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permissible consistent with the Parties’ intent, and the remaining provisions remain in full force.
12.6 Governing Law and Venue. This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. All disputes arising out of this Agreement will be brought exclusively in the state or federal courts located in San Mateo County, California, and each Party consents to their personal jurisdiction. Either Party may seek injunctive relief for breach of confidentiality or misuse of intellectual property in any court of competent jurisdiction.
12.7 Notices. Notices must be in writing and are effective on delivery: (a) to Customer, by email to the address on record for Customer’s account administrator or the notice address in the Order; and (b) to Parspec, by email to support@parspec.io, with notices of breach or termination also sent to Parspec’s address above, attention: Chief Executive Officer.
12.8 Entire Agreement; Order of Precedence. This Agreement, with its Exhibits and all Orders, is the entire agreement between the Parties on its subject matter and supersedes all prior proposals, statements, and agreements, except that a separate master services agreement signed by both Parties that covers the Services governs instead of this Agreement while it is in effect. Any reference in an Order to Parspec’s Terms of Service, the “TOS”, or similar online terms is a reference to this Agreement. If there is a conflict between this Agreement and an Order, this Agreement controls, except where the Order expressly identifies the Section of this Agreement it modifies, in which case the Order controls for that Order only.
12.9 Force Majeure. Neither Party is liable for any delay or failure to perform caused by events beyond its reasonable control, including natural disasters, wildfire, pandemic or epidemic, acts of government, labor disputes (other than those of its own employees), civil unrest, terrorism, war, cyber attacks such as denial-of-service attacks, or failures of third-party hosting or telecommunications providers. This Section does not excuse any payment obligation.
12.10 Government Terms. The Services were developed entirely at private expense. If Customer or any of its customers is a government entity, use, duplication, disclosure, or transfer of the Services and Documentation is restricted by this Agreement, and no other rights are conferred.
12.11 Interpretation; Electronic Acceptance. “Including” means “including without limitation”. Headings are for convenience only. This Agreement may be accepted electronically, and electronic acceptance has the same effect as a handwritten signature. Orders may be signed in counterparts and by electronic signature, each of which is an original.
EXHIBIT A: SERVICE LEVEL AGREEMENT AND SUPPORT TERMS
This SLA forms part of the Agreement. Capitalized terms not defined here have the meanings in the Agreement. Customer’s termination right in Section 4 is Customer’s sole and exclusive remedy for any failure to meet the Target Availability or response time commitments.
1. Availability. Parspec will make each Module Available at least 99.00% of the time in each calendar month (the “Target Availability”), excluding Exclusions. “Available” means the Module is substantially operable for its intended purpose. “Monthly Uptime Percentage” means the total minutes in the month, less minutes the Module is not Available (other than Exclusions), divided by total minutes in the month. Parspec’s monitoring logs are the authoritative record of availability, absent manifest error.
2. Exclusions. Downtime caused by any of the following does not count against Target Availability: (a) maintenance during windows scheduled by Parspec, typically during periods of lowest anticipated usage (“Scheduled Downtime”), provided Parspec gives at least twenty-four (24) hours’ notice, schedules it outside 6:00 am to 6:00 pm Pacific Time on business days where practicable, and it does not exceed ten (10) hours in any calendar month; (b) events described in Section 12.9 of the Agreement, including outages of third-party cloud infrastructure or internet service providers, and outages of third-party artificial-intelligence model providers not caused by Parspec; (c) Customer’s devices, equipment, systems, or third-party services, including any manufacturer system or Manufacturer Data Feed; and (d) Beta Products.
3. Support and Response Times. Parspec live technical support is available from 6:00 am to 6:00 pm Pacific Time, seven days a week, except Christmas Day and New Year’s Day, with limited support on Parspec holidays (Presidents Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Eve). Customer may contact support through the in-app chat or at support@parspec.io. Parspec will provide an initial response within the following times, measured during support hours:
Severity | Definition | Initial response |
Severity 1 | The Services, or a core Module, are inoperable or severely degraded for all or most users. | 1 Business day |
Severity 2 | The Services are degraded, major functions are not performing properly, and a significant part of Customer’s operations is affected. | 2 business days |
Severity 3 | Any other failure of the Services to conform to the Documentation, including issues affecting non-essential functions or with minimal business impact. | 10 business days |