Last updated: June 1, 2021.

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING OR USING THE PARITY.ORG SERVICES (AS DEFINED BELOW). BY ACCESSING OR USING THE PARITY.ORG SERVICES OR BY CLICKING A CHECKBOX OR BUTTON TO “ACCEPT” THESE TERMS, YOU INDICATE THAT YOU UNDERSTAND THIS AGREEMENT AND ACCEPT ALL OF ITS TERMS.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE “YOU” OR “YOUR” OR “CUSTOMER” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE PARITY.ORG SERVICES.

This Parity.org Terms of Use (“Terms”) is a binding agreement between Parity.org (“Parity”) and you (as defined below) and governs your access to and use of the Parity website www.Parity.org, including without limitation, the ParityPledge (the “Sites”), and the ParityINDEX dashboard, including without limitation the information communicated there through, and any and all other services provided by Parity to you (collectively, together with the Sites, the “Services”). Throughout these Terms, we will refer to ourselves as “Parity,” “we,” “our,” or “us.” “You,” “your,” and “users” refers to any end user using or accessing the Services, whether in an individual capacity or on behalf of an organization or other legal entity.

You and Parity hereby agree as follows:

1. Arbitration. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND PARITY WILL BE RESOLVED THROUGH ARBITRATION, AS FURTHER DESCRIBED IN APPENDIX A.

2. International Users. If it is against the law to use our Sites and Services where you are, or if it is unlawful to transfer your data, including the data of your employees, to the United States, do not use our Sites or Services.

3. Age Restrictions. Our Sites and Services are for adults and are not suitable for individuals under 18 years of age. If you are under the age of 18, do not use or access our Sites or Services.

4. Privacy Policy. Please review our Privacy Policy, which is incorporated in full as part of these Terms. Our Privacy Policy explains what Personal Information we collect about you, how we use your data and information, and what rights you have with respect to such data and information. If you participate in the ParityINDEX, our Privacy Policy governs our use of any information we collect in connection with the ParityINDEX Services.

5. Authorized Access and Use of the Parity Services.

1. Subject to your compliance with these Terms, Parity hereby grants to you a non-exclusive, non-transferable, right to access and use the Sites and Services, solely for your internal business use.

2. Parity will provide to you the passwords and network links or connection to allow you to provide your authorized users access to the Services. User accounts and passwords are specific to individual users, and may not be shared among or by other users. All authorized users must be (a) employees of your organization or legal entity, or (b) agree in writing to abide by these Terms, in which event your organization or legal entity will be responsible for such users’ adherence to these Terms.

6. Restrictions on Use of the Services. You may not sell, commercially exploit, or otherwise transfer information you receive from Parity to any third party without the prior written consent of Parity, except that you may provide such information to your service providers or consultants for your internal use only. In the event you receive consent to publicly distribute or make available to others outside of your organization any content or information that uses or cites to content or information you have accessed from the Sites or Services or that you otherwise received from Parity, you must, for each such use, attribute as the source(s) of such content or information “Parity.org” along with any third party cited by Parity as the source of such content or information. You agree you will not interfere with others’ use of the Sites and Services and will not attempt to gain unauthorized access to the computer system of any other user of the Services, including the human resources databases used or accessed by Parity in connection with providing the Services.

7. Compliance with Applicable Laws. As a condition of your access to and use of our Sites and Services, including to the extent you provide us with Personal Information of your employees or board members, you agree that you have not and will not use the Sites and Services for any purpose that is unlawful or prohibited by the Terms and that you will comply with all applicable laws (including data privacy and labor laws) and all conditions and restrictions imposed by these Terms.

8. User Data. User is solely responsible for providing its User Data (which includes Personal Information) to Parity in connection with the Parity Services. “User Data” means any data, Personal Information, content or material, in any form or medium, this is submitted, processed or stored by or on behalf of user in connection with the Parity Services. User authorizes Parity to use User Data to provide the Parity Services and to perform Parity’s obligations under these Terms, including to prevent or address support, service or technical problems, in each case pursuant to the rights set forth in the Intellectual Property section below. User shall not provide any User Data to Parity in connection with the Parity Services without sufficient rights to do so. User is solely responsible for providing any required notices to and consents from its employees, contractors or any other party before sharing employee or contractor Personal Information with Parity. Further, User represents and warrants that its use of the Services, including that it shares employee Personal Information with Parity, does not violate any license, non-disclosure agreement, employee agreement or collective bargaining agreement, contract, or any other of user’s obligations under applicable law.

9. Usage Data.

1. In the course of providing user with the Parity Services, Parity may also collect, use, process and store Usage Data in order to create and compile deidentified and aggregated statistics about the Parity Services. User acknowledges and agrees that Parity has the right to use such data in any manner permitted under applicable law, including, without limitation, for diagnostic or system monitoring purposes, in each case pursuant to the rights set forth in this Usage Data section and subject to the obligations of confidentiality under the Confidential Information section below. “Usage Data” means data and information related to user’s use of the Parity Services that are used by Parity in an aggregate and deidentified manner, including to compile statistics and performance information related to the provisions and operation of the Parity Services, including but not limited to diagnostic and usage related content from the operation of the Parity Services. For clarity, Usage Data does not include User Data, except in aggregated and de-identified form.

2. As between Parity and user, user owns all right, title, and interest, including all intellectual property rights, in and to the User Data. User hereby grants to Parity a non-exclusive, royalty-free, worldwide license to perform all acts with respect to the User Data as may be necessary for Parity to provide the Parity Services to user, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display User Data incorporated within the Usage Data.

3. As between Parity and user, all right, title, and interest in Usage Data, and all intellectual property rights therein, belong to and are retained solely by Parity.

    

10. Feedback; Suggestions. Users may provide suggestions, enhancement or feature requests or other feedback to Parity with respect to the Parity Services (collectively, “Feedback”). All Feedback will be given by user entirely voluntarily. User grants and agrees to grant to Parity a royalty-free, transferable, irrevocable, worldwide, fully paid-up license under user’s intellectual property rights to use, disclose, reproduce, license (with rights to sublicense through multiple tiers of sublicensees), sell, offer for sale, distribute, import and otherwise exploit the Feedback without restriction or obligation of any kind or nature.

11. Confidentiality.

1. From time to time, either party may disclose or make available to the other party its Confidential Information. The receiving party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care). The receiving party shall (i) not use any Confidential Information of the disclosing party for any purpose outside the scope of these Terms, (ii) not disclose the disclosing party’s Confidential Information to any person or entity and shall limit access to all Confidential Information of the disclosing party, except (a) to those employees, representatives, or contractors of the receiving party who require access to the Confidential Information to enable receiving party to exercise its rights and obligations under this Agreement and who are bound by written agreement, with terms at least as restrictive as these, not to disclose third-party confidential or proprietary information disclosed to such party; or (b) to the extent disclosure is required in order to comply with a court order or as otherwise necessary to comply with applicable law or governmental regulation, provided that the provided that the receiving party making the disclosure pursuant to such order shall first provide to the disclosing party written notice to allow the disclosing party to seek a protective order or otherwise prevent the disclosure. “Confidential Information” means information that one party provides to the other party during the course of using the Services that is identified at the time of disclosure as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. Nothing in these Terms will prohibit or limit the receiving party’s use of information: (i) previously known to it without obligation of confidence, (ii) independently developed by or for it without use of or access to the disclosing party’s Confidential Information, (iii) acquired by it from a third party that is not under an obligation of confidence with respect to such information, or (iv) that is or becomes publicly available through no breach of these Terms. The receiving party acknowledges the irreparable harm that improper disclosure of Confidential Information may cause; therefore, the injured party is entitled to seek equitable relief, including temporary restraining order(s) or preliminary or permanent injunction, in addition to all other remedies, for any violation or threatened violation of this Section. These Terms, the Parity Services and any accompanying software are Confidential Information of Parity or its licensors. Each party’s obligations of non-disclosure will survive the termination or expiration of this Agreement.

12. Return of Materials. Upon expiration or termination of these Terms or at any time upon disclosing party’s request, the receiving party shall return or destroy (at disclosing party’s option) the disclosing party’s Confidential Information; provided, however, that the receiving party shall be entitled to retain archival copies of the Confidential Information of the disclosing party solely for legal, regulatory or compliance purposes unless otherwise prohibited by law.

13. Links to Third Party Services. The Parity Services may include links to content and information on other websites. Parity cannot and does not control the content on other sites and disclaims any and all liability for the content or information on those websites. By linking to such websites, Parity is not agreeing with or endorsing the content or information on or the owners of those websites.

14. Intellectual Property.

1. Parity retains all right, title and interest, including all intellectual property rights, in and to the Parity Sites and Services.

2. Parity.org, ParityPledge and ParityINDEX are trade names, trademarks and/or service marks owned by Parity.org. All other trade names, trademarks and service marks not owned by Parity.org that appear on the Sites or Services are the property of their respective owners. You may not use, copy, modify, or display any of the trade names, trademarks, or service marks appearing on the site without the prior written permission of the owner thereof.

3. All of the content on our Sites and Services, including but not limited to, works of authorship, articles, photographs, pictures, graphics, video, audio, text, logos, software, images and data compilations; any improvements or modifications to such content; any derivative works based thereon; and the collection, arrangement and assembly of all content on the Sites and Services, are owned by Parity and are protected by United States and international copyright and other intellectual property laws.

4. Parity reserves all rights not expressly granted to user in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms will be construed to grant (by implication, waiver, estoppel or otherwise) to you or any third party a license or right in or to any intellectual property rights (including without limitation copyright, trademark and any other proprietary right) or any other right, title or interest in or to the Parity Services or owned by Parity.org or any other person or entity.

15. Indemnification. You agree to indemnify and hold harmless Parity, its officers, directors, employees, and agents for any losses, costs, liabilities and expenses (including reasonable attorney’s fees) relating to or arising from: (i) your use of and access to the Sites; (ii) your violation of any term of these Terms, including without limitation your breach of any of the representations above; (iii) your violation of the rights of any third party, including any right of privacy; (iv) your violation of any applicable laws or regulations, including but not limited to the Fair Credit Reporting Act, any applicable labor, employment, or anti-discrimination laws, and any applicable data protection or privacy laws; (v) any other party’s access and use of the Sites with your unique username, password or other appropriate security code; or (vi) your breach of these Terms.

16. Liability Disclaimer.

1. WE MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE SITES OR SERVICES AT ANY TIME.

2. WE MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE SITES OR SERVICES, OR INFORMATION ACCESSIBLE THEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITES AND SERVICES, AND INFORMATION ACCESSIBLE THEREIN ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL WARRANTIES WITH REGARD TO THE SITES AND SERVICES AND INFORMATION ACCESSIBLE THEREIN, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PARITY MAKES NO WARRANTY OF ANY KIND THAT THE PARITY SERVICES OR ANY RESULTS THEREOF WILL MEET USER’S OR ANY OTHER PERSON’S REQUIREMENTS, WILL OPERATE WITHOUT DELAY OR INTERRUPTION OR WILL BE FREE FROM DEFECTS, WILL ACHIEVE ANY INTENDED RESULT, WILL BE COMPATIBLE WITH OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE.

3. IN NO EVENT SHALL PARITY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, OR FOR DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITES OR SERVICES, INCLUDING WITHOUT LIMITATION IN CONNECTION WITH TO USER’S INABILITY TO USE THE SITES OR SERVICES, OR ANY CONTENT, INFORMATION, SOFTWARE, PRODUCTS, SERVICES, OR RELATED GRAPHICS OBTAINED THROUGH THE SITES OR SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

17. Representations and Warranties.

1. YOU REPRESENT AND WARRANT THAT ANY MATERIALS YOU SUBMIT TO US, INCLUDING THROUGH OUR SERVICES, AND ANY ACCESS TO USER DATA (INCLUDING EMPLOYEE AND BOARD MEMBER PERSONAL INFORMATION) YOU PROVIDE TO US WILL NOT VIOLATE, PLAGIARIZE, OR INFRINGE UPON THE RIGHTS (INCLUDING ANY PRIVACY RIGHTS) OF YOUR EMPLOYEES, BOARD MEMBERS OR ANY OTHER THIRD PARTIES, NOR WILL IT CONTAIN LIBELOUS OR UNLAWFUL MATERIAL.

2. EACH PARTY REPRESENTS AND WARRANTS TO THE OTHER PARTY THAT IT HAS THE LEGAL POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO PERFORM ITS RESPECTIVE OBLIGATIONS HEREUNDER. FOR CLARITY, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, USER WARRANTS THAT IT HAS: (I) SUFFICIENT RIGHTS TO THE USER DATA NECESSARY FOR PARITY TO PERFORM IS OBLIGATIONS UNDER THIS AGREEMENT AND NECESSARY FOR USER DATA TO BE PROCESSED OR USED BY THE PARITY SERVICES; AND (II) PROVIDED ANY REQUIRED NOTICE AND OBTAINED ANY NECESSARY CONSENTS.

18. Termination/Access Restriction. Parity may terminate these Terms and/or prohibit you from accessing or using our Sites and Services at any time for any reason, without notice. Upon termination of these Terms, user shall immediately cease use of Parity Services and the rights granted under these Terms will be immediately revoked and Parity may immediately deactivate user’s account. Parity may keep copies of User Data solely to the extent necessary for the performance of its obligations under these Terms; however, Parity will not be obligated to keep User Data after the date of termination except as required by applicable law.

19. Changes to Terms. Parity may change these Terms from time to time. If we make any substantive changes to these Terms, we will notify you by means of a prominent notice on the Parity.org website prior to the change becoming effective. We will also post an updated version of these Terms on our website. Please check these Terms periodically for updates. If you do not agree with the revised Terms, you may not access or use the Services.

20. Miscellaneous

1. Publicity: Parity may include user’s organization or legal entity name and logo on a user list and on its Sites or Services for marketing purposes.

2. Changes: We may change, suspend, cancel, or cease to provide the Sites and Services, or any portion of them, at any time or for any reason. We may also remove or disable accounts in our sole discretion.

3. Relationship of the Parties: Parity and user are independent contractors, and nothing in these Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

4. Assignment: Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld); provided that a party may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. These Terms shall be binding and inure to the benefit of the parties, their respective successors and permitted assigns. Any attempted assignment in breach of this section will be void.

5. Export Compliance: Parity Services and related software are subject to all applicable export control laws and regulations, including, without limitation, those of the United States government. User shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Parity Services or any User Data outside the United States.

6. Governing Law: These Terms are governed by and construed in accordance with the laws of the State of California and the federal U.S. laws applicable therein, excluding its conflicts of law provisions. User and Parity agree to submit to the personal and non-exclusive jurisdiction of the courts located in Santa Clara County, California. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms.

7. Force Majeure: Neither party shall be liable to the other for any delay or failure to perform hereunder (excluding payment obligations) due to circumstances beyond such party’s reasonable control, including but not limited to acts of God, acts of government, flood, fire, earthquakes, epidemics, pandemics, civil unrest, acts of terror, strikes or other labor stoppages (excluding those involving such party’s employees), service disruptions involving hardware, software or power systems not within such party’s reasonable control, and denial of service attacks.

8. Entire Agreement: These Terms (including the Privacy Policy incorporated herein) represent the entire agreement of the parties concerning its subject matter and supersede all prior and contemporaneous agreements, proposals, or representations, whether written or oral. No failure or delay in exercising any right hereunder shall constitute a waiver of such right. No amendment or waiver of any provision of these Terms shall be effective unless in writing and signed (either manually or electronically) by an authorized representative of user and Parity.

9. Severability: If any provision in these Terms is held by a court of competent jurisdiction to be contrary to law, such provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in effect.

10. Contact Information. If you have any questions regarding these Terms, you may contact Parity.org at info@parity.org.

Appendix A

Arbitration of Legal Disputes

PLEASE READ THIS SECTION CAREFULLY, AS THESE PROVISIONS PROVIDE FOR THE RESOLUTION OF DISPUTES THROUGH THE USE OF BINDING ARBITRATION ON AN INDIVIDUAL BASIS. THESE PROVISIONS ALSO INCLUDE CERTAIN WAIVERS, INCLUDING WAIVERS OF CLASS ACTION SUITS OR ARBITRATION, AND WAIVERS OF THE RIGHT TO A JURY TRIAL.

You and Parity agree that any dispute or claim relating to Parity, these Terms, and/or any other aspect or issue concerning the relationship between you and Parity, whether pertaining to contract, tort, statute, common law, fraud, misrepresentation, or any other legal theory (“Dispute”) will be resolved in accordance with the provisions in this Arbitration of Legal Disputes section.

Arbitration – Waiver of Jury Trial, Class Arbitration

The parties shall first attempt to resolve any Dispute informally, in accordance with procedures set forth below. If informal resolution fails, all Disputes shall be resolved by final and binding arbitration before a neutral arbitrator, instead of in a court by a judge or jury or any other forum. YOU AGREE THAT YOU AND PARITY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY. YOU AGREE THAT ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS AND THAT THERE SHALL BE NO CLASS ACTIONS, CLASS ARBITRATIONS, OR OTHER RESOLUTION VIA ANY CLASS MEMBERSHIP.

Procedure

If you become aware of a Dispute, you agree to promptly notify Parity in writing about the Dispute. The notification shall describe the Dispute, explain the basis of your position with respect thereto, and include a description of the relief or resolution you seek. You may provide notification of a Dispute to Parity at disputes@parity.org or by mail addressed to Parity.org, P.O. Box 20024, NY, NY 10011.

In order to allow us to try to resolve the Dispute informally, you agree to not initiate arbitration of any Dispute for at least 60 days from the date you first provide Parity with written notification of the Dispute.

If you and Parity are unable to informally resolve the Dispute, it shall be resolved by final and binding arbitration. Arbitrations shall be administered by the American Arbitration Association under its then-applicable rules as modified by these Terms. This means instead of bringing an action in court, you and Parity agree to have our disputes settled by a neutral person appointed by the American Arbitration Association.

If you and Parity have to participate in arbitration, it will take place in San Francisco, California. The arbitrator may not award relief in excess of or contrary to what these Terms provide, order consolidation or arbitration on a class-wide or representative basis, award punitive or consequential damages or any other damages aside from the prevailing party’s actual damages, or order injunctive or declaratory relief, except that the arbitrator may award damages on individual basis if required by statute and may order injunctive or declaratory relief pursuant to an applicable statute. Judgment on any arbitration award may be entered in any court having proper jurisdiction.

If any portion of this arbitration section is determined by a court to be inapplicable or invalid, then the remainder shall still be given full force and effect. This arbitration clause will continue to be valid even if these Terms are no longer valid.

The arbitrator’s decision and award is final. You and Parity agree not to disclose anything about the arbitration to anyone (except as required by law or for the purposes of enforcement or appeal of the arbitration award).

Applicable Law

The law applicable to the interpretation and construction of these Terms and any Dispute (as defined in this Appendix A) shall be the Federal Arbitration Act, applicable federal laws, and the laws of the State of New York.