These terms of service (“Terms”) create a binding agreement between you and Parrot AI, Inc. (“Parrot AI”), and covers your use and access to our services, software and websites (collectively “Services”). Please read them carefully. These Terms describe your rights and responsibilities as a user of our Services. The column on the right provides a short explanation of the Terms and is not legally binding or a comprehensive representation of the Terms. These Terms are effective as of the date you first click “I agree” (or similar button or checkbox) or use or access a Parrot AI product, whichever is earlier (the “Effective Date”). You indicate your assent to these Terms by clicking “I agree” (or similar button or checkbox) at the time you register and create a Parrot AI account.

As applicable to the specific Services, if you are being invited or added to a workspace set up by a Parrot AI user, these Terms also govern your access and use of the workspace. PLEASE N­OTE THAT IF YOU SIGN UP FOR PARROT USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (A) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY, (B) YOUR CLICK TO ACCEPT WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THESE TERMS, AND (C) THE WORD “YOU” IN THESE TERMS WILL REFER TO YOUR EMPLOYER OR THAT ENTITY. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party that you represent. If you do not have the legal authority to bind your employer or the applicable entity please do not click “I agree” (or similar button or checkbox) that is presented to you.

Our Privacy Policy explains how we collect and use your information. By using our Services, you’re agreeing to be bound by these Terms, and Privacy Policy.

When you use our Services, you provide us with your files, content, video, and the like (“Your Data”). Your Data is yours. You retain all right, title and interest in and to Your Data in the form submitted to the Services.

We will not use Your Data for any purpose except to provide the Services to you. We will not sell Your Data, aggregate Your Data with data from other customers, or use Your Data for machine learning, artificial intelligence models or any similar purposes.

Subject to these Terms, you may access and use the Services for your own business purposes or personal use, as applicable, all in accordance with these Terms. Please do not copy, upload, download, or share Your Data unless you have the right to do so. Content in the Services may be protected by others’ intellectual property rights.

Parrot AI may review your conduct and content for compliance with these Terms. We are not responsible for the content users post and share via the Services.

You may use our Services only as permitted by applicable law, including export control laws and regulations. Finally, to use our Services, you must be at least 13 if you reside in the United States, and 16 if you reside anywhere else. If the law where you reside requires that you must be older in order for Parrot AI to lawfully provide the Services to you without parental consent (including use of your personal data), then you must be that older age.

Except as otherwise expressly permitted in these Terms, you will not: (a) reproduce, modify, adapt or create derivative works of the Services; (b) rent, lease, distribute, sell, sublicense, transfer or provide access to the Services to a third party; (c) use the Services for the benefit of any third party; (d) incorporate any Services into a product or service you provide to a third party; (e) interfere with or otherwise circumvent mechanisms in the Services intended to limit your use; (f) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to Parrot AI); (g) remove or obscure any proprietary or other notices contained in any Services; (h) use the Services for competitive analysis or to build competitive products; (i) publicly disseminate information regarding the performance of the Services; (j) license, sub-license, sell, transfer, distribute, share, rent, lease, or otherwise permit third parties to use the Services; (k) use the Services to provide business process outsourcing services to third parties (e.g., as a service bureau); (l) circumvent or disable any security or other technological features of the Services; (m) use the Services to transmit any content that is offensive, harassing, libelous, abusive, threatening, harmful, or otherwise objectionable; (n) upload or introduce to, or use the Services to distribute, any viruses or other malicious code, or to transmit large amounts of data in a way that would be expected to have a detrimental effect on the Services; (o) perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or use of the Services by Parrot AI’s other users; (p) use the Service to store or transmit personal health information (as defined under the Health Insurance Portability and Accountability Act of 1996) or cardholder data (as defined under the Payment Card Industry’s Data Security Standards); or (q) encourage or assist any third party to do any of the foregoing.

The Services are protected by copyright, trademark, and other US and foreign laws. These Terms don’t grant you any right, title, or interest in the Services, others’ content in the Services, Parrot AI trademarks, logos and other brand features. We welcome feedback, but note that we may use comments or suggestions without any obligation to you. Except for Your Data, Parrot AI retains all right, title, and interest in and to the Services and all software, products, outputs from the Services, analytics, works, and other intellectual property and moral rights related thereto or created, used, or provided by Parrot AI for the purposes of this Agreement, including any copies and derivative works of the foregoing. The Services and, to the extent made available by Parrot AI under these Terms, and any software, outputs from the Services, derived data or analytics made available to You (whether accessed via the Services or otherwise) is licensed only in accordance with these Terms on a non-exclusive, sub-licensable, non-transferable basis.

The more suggestions our users make, the better the Services become. If you send us any feedback or suggestions regarding the Services, there is a chance we will use it, so you agree to grant us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation.

(1) Procedure for Reporting Copyright Infringements. If you believe that material or content residing on or accessible through the Services infringes your copyright (or the copyright of someone whom you are authorized to act on behalf of), please send a notice of copyright infringement containing the following information to Parrot AI's Designated Agent to Receive Notification of Claimed Infringement (our “Designated Agent,” whose contact details are listed below):

(a) A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;

(b) Identification of works or materials being infringed;

(c) Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Company is capable of finding and verifying its existence;

(d) Contact information about the notifier including address, telephone number and, if available, email address;

(e) A statement that the notifier has a good faith belief that the material identified in (1)(c) is not authorized by the copyright owner, its agent, or the law; and

(f) A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

(2) Once Proper Bona Fide Infringement Notification is Received by the Designated Agent. Upon receipt of a proper notice of copyright infringement, we reserve the right to:

(a) remove or disable access to infringing material;

(b) notify the content provider who is accused of infringement that we have removed or disabled access to the applicable material; and

(c) terminate such content provider's access to the Services if he or she is a repeat offender.

(3) Procedure to Supply a Counter-Notice to the Designated Agent. If the content provider believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider believes that it has the right to post and use such material from the copyright owner, the copyright owner's agent, or, pursuant to the law, the content provider may send us a counter-notice containing the following information to the Designated Agent:

(a) A physical or electronic signature of the content provider;

(b) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;

(c) A statement that the content provider has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and

(d) Content provider's name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s address is located, or, if the content provider's address is located outside the United States, for any judicial district in which Company is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Designated Agent, Company may, in its discretion, send a copy of the counter-notice to the original complaining party informing that person that Company may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider accused of committing infringement, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at Company's discretion.

Please contact Parrot AI's Designated Agent at the following address:

Parrot AI, Inc.
Attn: Tyler Markley
60 Thoreau St. #258
Concord, MA 01742

We offer a range of Services to cater to the diverse needs of our users. We understand the importance of flexibility and accessibility, which is why we provide a free version of our product that allows users to experience its basic features without incurring any charges.

However, please note that certain advanced functionalities and premium features may only be available through our paid plans which are outlined in a separate pricing structure page. Should you choose to upgrade to a paid subscription, you will be responsible for the associated costs as outlined in our pricing structure. These costs are subject to change, and we will notify you of any modifications to the pricing in a timely manner.

By continuing to use our Services, you acknowledge and agree that any fees or charges associated with the non free version plans are your sole responsibility. Payment for the upgraded services will be required according to the selected billing cycle, and failure to make timely payments may result in the suspension or termination of your access to the premium features.

We strive to provide transparent pricing information and ensure a seamless payment process. Any applicable taxes, including VAT or sales tax, will be clearly specified during the checkout process and added to the total amount due.

It is important to review the pricing details provided on our website and/or in the associated documentation to understand the specific features and limitations of each plan. If you have any questions or concerns regarding our pricing or payment terms, please don't hesitate to contact our support team for assistance.

We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your account on the Services (your “Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms.

Currently, we use Stripe, Inc. as our Payment Processor. You can access Stripe’s Terms of Service at https://stripe.com/us/checkout... their Privacy Policy at https://stripe.com/us/privacy.

We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.

Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO https://app.parrot.ai/settings.

Unless you opt out of auto-renewal, which can be done through your account settings https://app.parrot.ai/settings, any Paid Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your Paid Services at any time, go to account settings https://app.parrot.ai/settings or, for mobile applications, cancel your subscription in the subscription management section of the applicable App Store. If you terminate a Paid Service, you may use your subscription until the end of your then-current term, and your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, YOU MUST CANCEL THE APPLICABLE PAID SERVICE THROUGH YOUR ACCOUNT SETTINGS https://app.parrot.ai/settings OR TERMINATE YOUR ACCOUNT BEFORE THE END OF THE RECURRING TERM. PAID SERVICES CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, WE WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID.

You’re free to stop using our Services at any time. We reserve the right to suspend or terminate your access to the Services with notice to you if:

1. you’re in breach of these Terms, or
2. your use of the Services would cause a real risk of harm or loss to us or other users.

We’ll provide you with reasonable advance notice via the email address associated with your account to remedy the activity that prompted us to contact you and give you the opportunity to remove Your Data from our Services. If after such notice you fail to take the steps we ask of you, we’ll terminate or suspend your access to the Services.

We won’t provide notice or an opportunity to remove Your Data before termination or suspension of access to the Services where:

1. you’re in material breach of these Terms,
2. doing so would cause us legal liability or compromise our ability to provide the Services to our other users, or
3. we're prohibited from doing so by law.

We may decide to discontinue the Services in response to exceptional unforeseen circumstances, events beyond Parrot AI’s control (for example a natural disaster, fire, or explosion), or to comply with a legal requirement. If we do so, we’ll give you reasonable prior notice so that you can remove Your Data from our systems (we will give you no less than 30 days’ notice where possible under the circumstances).

We strive to provide great Services, but there are certain things that we can't guarantee. TO THE FULLEST EXTENT PERMITTED BY LAW, PARROT AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED "AS IS." WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Some places don’t allow the disclaimers in this paragraph, so they may not apply to you. For example, these disclaimers do not override the legal protections, including statutory warranties, granted to consumers by EU law.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL PARROT BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO PARROT IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

You agree defend Parrot AI and its affiliates (collectively, the “Parrot Indemnified Parties”) from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to (1) Your use of the Service in a manner that infringes the intellectual property rights of any third party; (2) violation of law or privacy rights attributable to Your Data; (3) Parrot AI’s processing of Your Data, except to the extent Parrot AI’s processing is in breach of this Agreement; and (4) any other claim relating to any Your Data (a “Claim Against Us”), and will indemnify the Parrot Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against a Parrot Indemnified Party in connection with or as a result of, and for amounts paid by a Parrot Indemnified Party under a settlement that user approves of in connection with, a Claim Against Us.We are not liable in certain situations.

You and your use of Services must comply at all times with these Terms and applicable laws. You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to submit all Your Data to the Services and to grant the rights granted to us in these Terms and (ii) Your Data and its submission and use as you authorize in these Terms will not violate (1) any applicable laws, (2) any third-party intellectual property, privacy, publicity or other rights, or (3) any of your or third-party policies or terms governing Your Data. Other than our express obligations under these Terms, we assume no responsibility or liability for Your Data, and you are solely responsible for Your Data and the consequences of submitting and using it with the Services.

Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Parrot AI and limits the manner in which you can seek relief from Parrot AI. Both you and Parrot AI acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Parrot AI's officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Suffolk County, Massachusetts. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees. Parrot AI will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Parrot AI will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

(c) Small Claims Court; Infringement. Either you or Parrot AI may assert claims, if they qualify, in small claims court in Suffolk County, Massachusetts or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.

(d) Waiver of Jury Trial. YOU AND PARROT WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Parrot AI are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Parrot AI over whether to vacate or enforce an arbitration award, YOU AND PARROT WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Parrot AI is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.

(f) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: Parrot AI, Inc. 60 Thoreau Street #258 Concord MA 01742 postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.

(g) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or Parrot AI to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Parrot AI agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, Suffolk County, Massachusetts, or the federal district in which that county falls.

(h) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Parrot AI.

These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the Commonwealth of Massachusetts, without regard to the conflicts of laws provisions thereof.

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Parrot AI may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Parrot AI agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Parrot AI, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Parrot AI, and you do not have any authority of any kind to bind Parrot AI in any respect whatsoever.

Except as expressly set forth in the section above regarding the arbitration agreement, you and Parrot AI agree there are no third-party beneficiaries intended under these Terms.

We are constantly trying to improve our Services, so these Terms may need to change along with our Services. We reserve the right to change the Terms at any time, but if we do, we will place a notice on our site, send you an email, and/or notify you by some other means.