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ParaSQL Terms of Service

Thank you for using ParaSQL. This Software and Service is provided by ParaSQL LLC (referred to as ParaSQL, we, our, or us in these terms), located at 1812 Flower Drive, Palm Beach Gardens, Florida 33410, United States. These terms outline your rights and responsibilities when using our Software and Service, so read them carefully.

Definitions

The term Software in this License Agreement refers to all JavaScript code, CSS files, Java byte-code, Java source code, HTML code, icons and related resources that are the Copyrighted property of ParaSQL.

The term Service in this License Agreement refers to the Software and the infrastructure on which it runs.

Your ParaSQL Account

You may need to create a ParaSQL account in order to use the Software or a ParaSQL account may be assigned to you by an administrator, such as your employer or educational institution, or someone sharing their app with you. If you are using a ParaSQL account assigned to you by an administrator, your legal relationship with your administrator may affect that account.

In order to access certain Software you may be required to provide certain information (such as identification or contact details) as part of the registration process for the Software, or as part of your continued use of the Software. You agree that any registration information you give to ParaSQL will always be accurate and up to date.

If you create an app with ParaSQL and share that app with other users, you may be placing the people you share with on your account. You will require your end users to comply with any applicable law and these terms. You will not knowingly enable your end users to violate applicable law or these terms.

Customer Applications

ParaSQL does not acquire ownership in the applications you develop with the Software (Customer Applications), and you do not acquire ownership of any rights in our Software as a result of creating applications.

Customer Data

ParaSQL does not acquire ownership in any of the data that you enter into the Service (Customer Data). ParaSQL may use Customer Data and Customer Applications only to provide the Service to Customer and as needed to operate its business, including identifying and fixing problems in the Service, performance tuning, billing, problem resolution and similar uses.

Data Portability

ParaSQL supports data portability. We provide a variety of ways to both import and export your data. Please refer to the applicable technical documentation for details. You may also email ParaSQL support and request a MySQL dump file of your entire database at any time.

Customer Feedback

If you provide feedback or suggestions about our Software, then we may use such information without obligation to you, and you hereby irrevocably assign to ParaSQL all right, title, and interest in that feedback or those suggestions.

HIPAA

ParaSQL customers who are subject to HIPAA and wish to use ParaSQL with PHI must sign a Business Associate Agreement (BAA) with ParaSQL. ParaSQL customers are responsible for determining whether they are subject to HIPAA requirements and whether they use or intend to use ParaSQL services in connection with PHI. Customers who have not entered into a BAA with ParaSQL must not use ParaSQL services in connection with PHI.

Monitoring

ParaSQL may monitor the use of the Software to ensure quality, improve ParaSQL products and services, and verify your compliance with these terms. You will not interfere with such monitoring.

License Restrictions

When using the Service, the following prohibitions apply:

  1. ParaSQL usernames and passwords are personal to each ParaSQL user and may not be shared with others. You may not share a single ParaSQL user account among multiple people under any circumstance whatsoever without the prior written approval of ParaSQL and an appropriate license modification.
  2. You will not attempt to circumvent the Software's licensing restrictions or security procedures in any fashion whatsoever. This includes, but is not limited to, a strict prohibition against the sharing of a single ParaSQL user account amongst multiple people regardless of whether or not such usage is concurrent. You may not use a "public" ParaSQL application to provide unlicensed private access to employees by not making such application truly public.
  3. You will not view the Software source code in human readable format, nor may you transcribe, analyze, reverse engineer, decompile or otherwise study the Software source code.
  4. You will not perform an action with the intent of introducing to ParaSQL products and services any viruses, worms, defects, Trojan horses, malware or any items of a destructive nature.
  5. You will not interfere with or disrupt the Service or the servers or networks providing the Software.
  6. Unless otherwise specified in writing by ParaSQL, ParaSQL does not intend uses of the Software to create obligations under HIPAA, and makes no representations that the Software satisfies HIPAA requirements. If Customer is (or becomes) a Covered Entity or Business Associate, as defined in HIPAA, Customer will not use the Software for any purpose or in any manner involving Protected Health Information (as defined in HIPAA) unless Customer has received prior written consent to such use from ParaSQL.

Consulting Services

If you choose to engage ParaSQL for consulting services of more than two hours, ParaSQL will require a signed Consulting Agreement prior to commencement of work. Customer agrees that due to the highly unpredictable nature of developing custom software applications (including but not limited to the inability to estimate total hours required for a given project due to vagueness in project scope specifications), customer is responsible for payment of all labor charges incurred on any custom project regardless of whether or not such project is cancelled by customer for any reason (including but not limited to dissatisfaction with the resulting custom application or dissatisfaction with the number of hours required to build any feature or portion of a custom application). The Consulting Agreement will specify a Billing Increment in terms of consulting hours incurred, and customer will receive an itemized invoice every Billing Increment outlining the work completed during that Billing Increment. No further work will be performed by ParaSQL until such Billing Increment is approved in writing and signed by an authorized representative of customer. If, for any reason, customer does not approve any Billing Increment, then no future work will be performed. However, NOT APPROVING A BILLING INCREMENT DOES NOT RELINQUISH CUSTOMER'S RESPONSIBILITY TO PAY SUCH BILLING INCREMENT IN FULL.

Ownership of Applications Developed with ParaSQL Consulting Services

If you choose to engage ParaSQL for consulting services to develop or enhance any application, such engagement grants ParaSQL unlimited, irrevocable, world wide, non-exclusive rights to reuse any portion of such application for any purpose whatsoever (including but not limited to ParaSQL templates, modules, and applications for other customers). Evidence of engaging ParaSQL for consulting services for any given application will be shown by the existence of log records indicating that such application was shared by customer with ParaSQL and Administrator rights were granted to ParaSQL by customer.

Termination

You may stop using the Service at any time. If you want to terminate these terms, you must provide ParaSQL with 7 days prior written notice and upon termination, cease your use of the Service. ParaSQL reserves the right to terminate these terms or discontinue the Service or any portion or feature for any reason and at any time without liability or other obligation to you.

WARRANTIES

NEITHER ParaSQL NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE SOFTWARE. FOR EXAMPLE, WE DON'T MAKE ANY COMMITMENTS ABOUT THE QUALITY OF THE SOFTWARE, ITS RELIABILITY, AVAILABILITY OR ABILITY TO MEET YOUR NEEDS. THE SOFTWARE AND CONTENT ACCESSED THROUGH THE SOFTWARE ARE PROVIDED "AS IS". SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL IMPLIED WARRANTIES.

LIMITATION OF LIABILITY

WHEN PERMITTED BY LAW, ParaSQL, AND ParaSQL'S SUPPLIERS AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF ParaSQL, AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM UNDER THESE TERMS, INCLUDING FOR ANY WARRANTIES THAT MAY NOT LEGALLY BE EXCLUDED, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SOFTWARE (OR, IF WE CHOOSE, TO SUPPLYING YOU THE SOFTWARE AGAIN) DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. IN ALL CASES, ParaSQL, AND ITS SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

Indemnification

You agree to hold harmless and indemnify ParaSQL, and its subsidiaries, affiliates, officers, agents, and employees, or partners, from and against any third party claim arising from or in any way related to: your misuse or your end user's misuse of the Software; or your violation or your end user's violation of these terms, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, ParaSQL will provide you with written notice of such claim, suit or action.

Modification

We may modify these terms or any additional terms occasionally, for example, to reflect changes to the law or changes to our Software.

Compliance with Law

You will use our Software only as permitted by law (including without limitation laws regarding the import or export of data or software, privacy, or local laws). You will not use the Software to encourage or promote illegal activity.

Jurisdiction

The terms of this Agreement are governed by the laws of the State of Florida.

Last updated June 28, 2017