Terms of Service

Last updated: February 26, 2025

These Terms and Conditions (“Agreement”) apply to and govern any and all of the products and services (the “Services”) provided by Parthenon Labs Incorporated (“Company”) to any Customer. The Customer must accept this Agreement as a condition of receiving the Services. This Agreement is hereby expressly incorporated into any ordering documents (“Order”), entered into by and between you as the Company and the Customer. In the event of any conflict between this Agreement and an Order, the Order will control. The Company and the Customer agree that the following terms and conditions will apply to the Services provided under this Agreement and any Orders placed thereunder. The Company and the Customer may sometimes be collectively referred to as the “Parties,” and individually as a “Party.”

TERMS OF THE AGREEMENT.

  1. DEFINITIONS.

    1. "Aggregated Statistics" means data and information related to Customer's use of the Services that is used by Company in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
    2. Agreement” means the agreement for Services between Customer and Company consisting of these Terms and Conditions and an Order.
    3. "Authorized User" means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased as set forth in the Order.
    4. Company”, “we”, “us”, “our” means Parthenon Labs Incorporated, a Delaware corporation, with primary business offices at 1606 Headway Cir., STE 9651, Austin, TX 78754.
    5. Company IP” means Company’s intellectual property, including the Software, Services, Documentation, and anything developed, improved, modified, and/or delivered under this Agreement to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Company IP includes Aggregated Statistics and any information, data, or other content derived from Company’s monitoring of Customer's access to or use of the Services, but does not include Customer Content.
    6. Customer”, “you”, or “your”  means the customer accepting this Agreement and identified on the Order.
    7. Customer Content” means all relevant data, including all text, sound, video or image files, and software, that are provided by the Customer to the Company for the Services.
    8. Documentation” means the written and/or electronic release notes, user guides, online help, training materials, and/or other published technical documentation about the applicable Service provided by the Company to the Customer.
    9. Fees” means the amount payable by the Customer to the Company for the Services.
    10. Order” means any ordering document executed by and between the Customer and the Company that specifies the Service being purchased, and incorporates this Agreement.
    11. Software” means the object code version of any software to which the Customer has been provided access as part of the Service, including all updates or new versions.
    12. Services” refers to the Company's internet-accessible (including all other technical and non-technical services) service made available by access to and use of software products hosted by the Company to which the Customer has subscribed under the relevant Order, including any Documentation, updates, upgrades, support, and content.
    13. Subscription Term” shall mean the period specified in the Order during which the Customer shall have access to Software for use and operation of the Company’s Services.

  2. LICENSE GRANT.

    1. License: Subject to and conditioned on Customer's payment of Fees and compliance with the terms and conditions of this Agreement, During the Subscription Term, the Customer shall receive a non-assignable, non-exclusive, royalty-free, worldwide right to access and use the Services solely for their internal business operations in accordance with the terms of this Agreement. The Customer acknowledges and agrees that this Agreement is a services agreement, and the Company shall not deliver copies of the Software to the Customer as part of the Services. Company shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services. The total number of Authorized Users will not exceed the number set forth in the Order, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder.
    2. Documentation License. Subject to the terms and conditions contained in this Agreement, Company hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Subscription Term solely for Customer's internal business purposes in connection with its use of the Services.
    3. Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) access the Services or use the Documentation in order to build a similar or competitive product; or (vii) provide false identity information to gain access to or use the Services.
    4. Reservation of Rights. Company reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Company IP.
    5. Suspension. Notwithstanding anything to the contrary in this Agreement, Company may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if: (i) Company reasonably determines that (A) there is a threat or attack on any of the Company IP; (B) Customer's or any Authorized User's use of the Company IP disrupts or poses a security risk to the Company IP or to any other customer or vendor of Company; (C) Customer, or any Authorized User, is using the Company IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Company's provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Company has suspended or terminated Company's access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) for Customer’s failure to pay Fees hereunder (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Company shall use reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Company shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Company will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
    6. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Company may monitor Customer's use of the Services and collect and compile Aggregated Statistics. As between Company and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Company. Customer acknowledges that Company may compile Aggregated Statistics based on Customer Content input into the Services. Customer agrees that Company may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information.

  3. CUSTOMER RESPONSIBILITIES.

    1. Responsibilities: In connection with its use of the Services, the Customer shall:
      1. comply with all applicable laws;
      2. comply with any codes of conduct, policies, or other notices provided by the Company;
      3. immediately notify the Company if the Customer becomes aware of a security breach or unauthorized access related to the Service; and
      4. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services, and shall cause Authorized Users to comply with such provisions.

  4. OWNERSHIP AND RESTRICTIONS.

    1. Ownership: The Customer retains the intellectual property rights and ownership in and to its Customer Content. The Company or its licensors retain all ownership and intellectual property rights to the Company IP, Software, Services, Documentation, and anything developed, improved, modified, and/or delivered under the Agreement.
    2. Customer Content. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Content and perform all acts with respect to the Customer Content as may be necessary for Company to provide the Services to Customer.
    3. Third-party technology: Third-party technology that may be appropriate or necessary for use with the Company's programs is specified in the Order, as applicable. The Customer’s right to use such third-party technology is governed by the terms of the third-party technology license agreement specified by the Company and not under this Agreement.
    4. Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Company by mail, email, telephone, or otherwise, suggesting or recommending changes to the Company IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Company is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Company on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Company is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Company is not required to use any Feedback.

  5. SERVICE DESCRIPTION.

    The Company agrees to provide the Customer with access to Services as described in the Order. Services include the provision of the following:
    1. Support and Maintenance. The Company will provide technical support, updates, and maintenance as per the format agreed upon by the Parties.
    2. Service Availability. The Company will use commercially reasonable efforts to meet industry standards for uptime. Unavailability of the Service due to scheduled maintenance (with advance notice to Customer) or that is attributable to Customer, or Force Majeure events (as defined below) will not be included in any uptime calculation. Scheduled maintenance shall be communicated by the Company to the Customer in writing at least two days in advance.
    3. Data Storage, Privacy, and Data Protection. The Company will ensure secure storage and regular backup of Customer data and will protect Customer Content in accordance with the terms detailed in the Company's Privacy and Data Protection Policy, which is available at: https://www.parthenon.co/privacy-policy. The terms of the Privacy and Data Protection Policy are fully incorporated herein by reference hereby.
    4. Limitations and Exclusions. Any additional Services required by the Customer will be subject to separate terms and charges and the execution of a new or amended Order. Any other Service description not provided for under this Agreement shall be separately agreed to by the Parties in writing as an Order or an Amendment to this Agreement.

  6. SERVICE FEES AND PAYMENT TERMS.

    1. Fees. Customer shall pay all applicable Fees to Company for Services described in each Order. Fees are non-refundable, and any additional Services will be subject to separate Fees as agreed to in subsequent Orders.
    2. Payment Terms and Invoicing. Payment terms shall be specified in each Order. Invoices will be issued following execution of the Order and unless otherwise set forth in an Order, are due and payable thirty (30) days after the invoice date. If Customer fails to make any payment when due, without limiting Company’s other rights and remedies: (i) Company may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Company for all reasonable costs incurred by Company in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for thirty (30) days or more, Company may suspend Customer's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full.
    3. Tax. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Company's income, unless Customer provides a valid tax exempt certification or other applicable proof of exemption.

  7. TERM AND TERMINATION.

    1. Term and Renewal. The Subscription Term and any renewal options will be specified in the Order.
    2. Termination. Either Party may terminate this Agreement upon written notice to the other Party if:
      1. Material Breach: The other party has committed a material breach of this Agreement that remains uncured thirty (30) days after receiving written notice of such breach.
      2. Insolvency or Bankruptcy: The other party becomes insolvent, makes an assignment for the benefit of creditors, is unable to pay its debts as they become due, files for bankruptcy, or is subject to any proceeding under any bankruptcy or insolvency law that is not dismissed within sixty (60) days.
      3. Illegal or Unauthorized Use: The Customer uses the Services in violation of any applicable law, infringes upon the intellectual property rights of Company or any third party, or engages in fraudulent, deceptive, or unauthorized practices.
    3. Effect of Termination.
      1. The Customer shall immediately pay to the Company all Fees outstanding as of the date of termination and any amounts outstanding as a result of termination.
      2. The Customer shall cease all use of the Service upon the effective date of the termination.
      3. Any accrued payment obligations and the provisions that by their nature are intended to survive termination shall remain in full force and effect.

  8. WARRANTIES.

    1. The Company represents and warrants that the Service will perform substantially in accordance with applicable specifications contained in the Documentation. In the event the Service does not materially conform to the Documentation, the Customer shall promptly notify the Company in writing, and the Company shall modify such Service to make it perform substantially in accordance with the Documentation. The foregoing remedy is Customer's sole remedy and Company’s sole liability under the limited warranty set forth in this Section. Company does not make any representations or guarantees regarding uptime or availability of the Services unless specifically identified in an Order. THE FOREGOING WARRANTY DOES NOT APPLY, AND COMPANY STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
    2. Except for the Warranty stated above, the Customer and the Company acknowledge that the SERVICES AND THE COMPANY IP ARE PROVIDED "AS IS" AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
    3. In addition, the Company does not guarantee that the Services will be error-free, virus-free, uninterrupted, or that it will correct any errors, or that the Services will meet Customer’s requirements, or will achieve any intended result, be compatible or work with any software, system, or other services.

  9. LIMITATIONS OF LIABILITY.

    1. To the maximum extent permitted by applicable laws, the maximum liability of the Company arising out of or related to this Agreement, whether based upon breach of agreement, tort, warranties, or any other theory, shall be limited to direct damages, and shall in no event exceed, in the aggregate, the total amount the Customer paid to the Company for the Services under the Order that is subject of the claim during the Subscription Terms.
    2. To the maximum extent permitted by applicable laws, IN NO EVENT WILL COMPANY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

  10. INDEMNIFICATION.

    Each party agrees to indemnify and hold the other Party harmless, its respective affiliates, employees, and permitted successors and assigns against any losses, claims, damages, penalties, liabilities, punitive damages, expenses, reasonable legal fees of whatsoever kind or amount, which result from the negligence of or breach of this Agreement by the indemnifying party, its respective affiliate or successors and any assign that occurs in connection with this Agreement. This section remains in full force and effect even after the termination of the Agreement. If a claim of infringement in connection with the Company IP is made or appears possible, Customer agrees to permit Company, at Company's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Company determines that neither alternative is reasonably available, Company may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.

  11. CONFIDENTIALITY.

    1. Definition: “Confidential Information” means all non-public, proprietary, or confidential information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether disclosed orally, in writing, or by inspection of tangible objects. Confidential Information includes, without limitation, business plans, strategies, technology, technical information, software (including the Services), Customer Content, Company IP, pricing, know-how, trade secrets, and any other information marked or identified as confidential at the time of disclosure, or that a reasonable person would understand to be confidential due to the nature of the information or circumstances of disclosure.
    2. Obligations of Receiving Party: Confidential Information does not include information that:
      1. Is or becomes publicly available through no fault or breach of the Receiving Party.
      2. Was already lawfully known to the Receiving Party at the time of disclosure without obligation of confidentiality.
      3. Is lawfully obtained by the Receiving Party from a third party not under a duty of confidentiality; or (d) is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information.
    3. Exclusions: Confidential Information does not include information that:
      1. Is or becomes publicly available through no fault or breach of the Receiving Party.Was already lawfully known to the Receiving Party at the time of disclosure without obligation of confidentiality.
      2. Was already lawfully known to the Receiving Party at the time of disclosure without obligation of confidentiality.
      3. Is lawfully obtained by the Receiving Party from a third party not under a duty of confidentiality.
      4. Is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information.
    4. Compelled Disclosure: If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, the Receiving Party shall promptly notify the Disclosing Party in writing (to the extent legally permissible) and cooperate with the Disclosing Party’s reasonable requests to seek a protective order or other appropriate remedy. If such remedy is not obtained, the Receiving Party shall furnish only that portion of Confidential Information which it is legally obligated to disclose.
    5. Return or Destruction of Confidential Information: Upon the written request of the Disclosing Party or upon termination or expiration of this Agreement, the Receiving Party shall promptly return or, at the Disclosing Party’s option, destroy all Confidential Information in its possession or control, including all copies thereof, and certify in writing its compliance with this obligation, provided that the Receiving Party may retain one copy for legal or regulatory purposes if required by law.
    6. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under this Section 11 would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

  12. ARBITRATION.

    1. Any dispute, claim, or controversy arising out of or relating to this Agreement, including the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Services, shall be resolved by binding arbitration administered by National Arbitration and Mediation (“NAM”) in accordance with the Comprehensive Dispute Resolution Rules and Procedure (“NAM Rules”) then in effect, except as modified herein.
    2. The arbitration shall be conducted in Wilmington, Delaware. Each party shall bear its own costs and expenses; however, the arbitrator(s) may, in their discretion, award reasonable attorneys’ fees, costs, and expenses to the prevailing party.
    3. The arbitrator(s) shall have the exclusive authority to determine jurisdictional and arbitrability issues, including the scope and enforceability of this arbitration clause. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
    4. Notwithstanding the foregoing, nothing in this section shall preclude the parties from seeking provisional or injunctive relief in aid of arbitration from a court of appropriate jurisdiction.

  13. ASSIGNABILITY.

    Neither Party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other Party, which shall not be unreasonably withheld; provided, however, that Company may assign this Agreement without consent to (a) an entity that is controlled by, in common control with, or controlling Company, or (b) to its successor in interest by way of merger, acquisition or sale of all or substantially all of its assets.

  14. NOTICES.

    Any notices required under this Agreement shall be delivered by certified mail, personal delivery, or overnight delivery to the address of the affected Party as set forth in an Order.

  15. FORCE MAJEURE.

    Neither Party shall be liable for any failure in performance of the obligation under this Agreement due to cause beyond that Party's reasonable control (including and not limited to any pandemic, fire, strike, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo, and other acts of God) during the pendency of such event.

  16. MODIFICATION.

    No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

  17. SEVERABILITY.

    If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

  18. GOVERNING LAW AND JURISDICTION.

    This Agreement shall be governed following the laws of the state of Delaware. If the disputes under this Agreement cannot be resolved by arbitration, they shall be resolved by litigation in the courts of the state of Delaware, including the federal courts therein, and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail and hereby waive any jurisdictional or venue defenses otherwise available to them.

  19. US GOVERNMENT RIGHTS.

    To the extent applicable, the Documentation and the software components that constitute the Services is a "commercial product" as that 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. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.

  20. LEGAL AND BINDING AGREEMENT.

    This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding in the state of Delaware. The Parties each represent that they have the authority to enter into this Agreement.

  21. ENTIRE AGREEMENT.

    This Agreement, together with any executed Orders, constitutes the entire understanding of the Parties, revokes and supersedes all prior agreements between them, and is intended as a final expression of their Agreement. The Terms and Conditions may be modified or amended by Company from time to time. In the event of any modification, Company will notify Customer of any changes by posting the new Terms and Conditions on its website at: https://www.parthenon.co/. Any revised version will be effective on the “Effective Date” listed above.