Terms of Service
Date of Last Revision: January 4, 2023
Please Read Carefully Before Using This Website: The following terms of service (“Terms of Service”) govern your use of the Paragon website and website application on which these Terms of Service are located (the “Site”) and the Paragon web-based application and workflow integration service accessed through the Site (“Service”), both of which are operated by Forge Technology, Inc. (“Paragon” or “we”). By using the Site and/or the Service, you irrevocably agree that such use is subject to these Terms of Service. If you do not agree to these Terms of Service, you may not use the Site or the Service. If you are entering into these Terms of Service on behalf of an entity, you are binding such entity to these Terms of Service, you represent that you have the actual authority to bind such entity to these Terms of Service, and references to “you” mean you as an individual, as well as such entity. For purposes hereof, the “Site” includes all subdomains and components of the Paragon website.
Paragon expressly reserves the right to modify the Terms of Service at any time in its sole discretion by including such alteration and/or modification in these Terms of Service, along with a notice of the effective date of such modified Terms of Service. If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you (by, for example, sending an email to the billing contact you designate in your User Account (as defined below), through your User Account or in the Service itself). To the extent you have purchased a subscription to the Service, the modified terms will be effective as to such subscription Service upon your next subscription renewal. In this case, if you object to the updated terms, as your exclusive remedy, you may choose not to renew, including cancelling any terms set to auto-renew. In all other cases, any continued use by you of the Site or the Service after the posting of such modified Terms of Service shall be deemed to indicate your irrevocable agreement to such modified Terms of Service. Accordingly, if at any time you do not agree to be subject to any modified Terms of Service, you may no longer use the Site or Service.
User Account Registration; Passwords
(a) Account Registration and Use License: In order to access and use all of the features of the Service, you are required to open an account (“User Account”) by registering with Paragon. When you register for your User Account you must provide true, accurate, current and complete information (“Account Information”), and you agree to update the Account Information in order to ensure that it is current. Upon proper registration and opening of a User Account, and subject to all of the terms and conditions of these Terms of Service, Paragon hereby grants to you the personal, non-transferable right and license to use the Service, solely for your own internal business purposes, until such time as either you or Paragon elect to terminate such right in accordance with these Terms of Service.
(b) Eligibility: As an express condition of being permitted to open a User Account, you represent and warrant that you (i) have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the law of the jurisdiction in which you reside, (ii) are not on a list of persons barred from receiving services under U.S. laws or other applicable jurisdictions and (iii) are not a resident of Cuba, Iran, North Korea, Sudan or Syria.
(c) Passwords: Upon registration on the Site, you will provide Paragon with a password to access your account. You are responsible for maintaining the confidentiality of your password and for all of your activities and those of any third party that occur through your account, whether or not authorized by you. You agree to immediately notify Paragon of any suspected or actual unauthorized use of your User Account. You agree that Paragon will not under any circumstances be liable for any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your password.
(a) Paragon Content: The information, materials (including, without limitation, HTML, text, audio, video, white papers, press releases, data sheets, product descriptions, software and FAQs and other content) available on the Site and/or the Service, excluding Third Party Content (as defined below) (collectively, “Paragon Content”), are the copyrighted works of Paragon, and Paragon expressly retains all right, title and interest in and to the Paragon Content, including, without limitation, all intellectual property rights therein and thereto. Except as expressly permitted in these Terms of Service, any use of the Paragon Content may violate copyright and/or other applicable laws.
(c) Limited Site Content License: Paragon grants you the limited, revocable, non-transferable, non-exclusive right to use the Paragon Content and Third Party Content (collectively, “Site Content”) by displaying the Site Content on your computer, and downloading and printing pages from the Site containing Site Content, under the condition that (i) such activity is solely for your personal, education or other noncommercial use, (ii) you do not modify or prepare derivative works from the Site Content, (iii) you do not obscure, alter or remove any notice of copyright set forth on any Site pages or Site Content, (iv) you do not otherwise reproduce, re-distribute or publicly display any of the Site Content and (v) you do not copy any Site Content to any other media or other storage format. No other use of the Site Content is authorized. Except as specified above, nothing contained herein shall be construed as conferring, by implication or otherwise, any license or right under any patent, trademark, copyright or any other intellectual property right of Paragon or any third party. All Site Content is provided for informational purposes only.
(d) Trademarks: PARAGON, the Paragon Logo and all Paragon product names are trademarks and services marks of Paragon (collectively “Paragon Trademarks”), and nothing in these Terms or the Service shall be construed as granting any license or right to use the Paragon Trademarks without Paragon’s prior written consent. All trademarks, service marks and logos included on the Site (“Marks”) are the property of Paragon or third parties, and you may not use such Marks without the express, prior written consent of Paragon or the applicable third party.
(e) Monitoring of Site Content and use of Service: Paragon reserves the right, but does not undertake the obligation, to monitor use of the Site and/or the Service, and to investigate and take appropriate legal action against any party that uses the Site in violation of these Terms of Service or applicable law. Paragon reserves the right to accept, reject or modify any Site Content or any data, information or material originated by you that you transmit through the Service (“User Content”), but assumes no liability based on its acceptance, rejection, modification or failure to modify any Site Content or User Content.
(f) Copyright Infringement: As a condition of your right to use the Site and the Service, you agree to respect the intellectual property rights of others. Accordingly, you agree not to upload or post to the Site or the Service any copyrighted materials, trademarks or other proprietary information belonging to any third party without the prior written consent of the applicable third party. You acknowledge that Paragon will terminate your access to the Site and/or the Service if you repeatedly infringe the copyright of third parties. If you believe that your copyrighted work has been illegally uploaded or posted on the Site or the Service, you may send a written notice to Paragon email@example.com, and Paragon will respond pursuant to its Digital Millennium Copyright Act (“DMCA”) procedure. Paragon’s DMCA procedure is in accordance with that suggested by DMCA, the text of which can be found at the U.S. Copyright Office web site http://www.copyright.gov/legislation/dmca.pdf. Paragon reserves all rights to seek damages and fees associated with infringement and/or fraud.
Your Use of the Site and Service
(a) Account and Use of Service: You may use your User Account for the Service and/or Site only in accordance with these Terms of Service and only for lawful purposes. You are responsible for your own communications, including the upload, transmission and posting of information, and are responsible for the consequences of their posting on or through the Service or Site.
(b) Fees: Some features of the Service may only be accessed and used upon the payment of applicable fees (“Fees”). Fees may vary depending on usage in accordance with our current pricing policy. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, ANY SERVICE PROVIDED DURING THE FREE TRIAL PERIOD IS PROVIDED “AS-IS” WITHOUT ANY REPRESENTATIONS, WARRANTIES OR INDEMNITIES. All Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
(c) Refunds, Upgrading and Downgrading: Refunds are processed according to our fair refund policy. Any upgrade or downgrade in your Service use will result in the new Fees being charged at the next billing cycle. There will be no prorating for downgrades in between billing cycles. Downgrading your subscription to the Service may cause the loss of features or capacity of your User Account. Paragon does not accept any liability for such loss.
(d) Renewal: Your subscription to the Service will begin on the day you purchase access and will renew automatically using the payment method you provided until you cancel your subscription. You must terminate your subscription before the automatic renewal to not be charged for the subsequent period. No refunds will be issued for your failure to timely cancel a subscription. At the end of your subscription period, any continuing subscription may be subject to price increases. We will provide reasonable notice to you of any price increases before the end of your current subscription period. If you do not cancel your subscription as set forth in Subsection (e) below, your renewed subscription will be subject to the increased price we have communicated to you.
(e) Cancellation and Termination by You: You are solely responsible for properly canceling your User Account by emailing our support team at firstname.lastname@example.org. If you cancel your User Account at least 30 days before the end of your current subscription term, your cancellation will take effect immediately, and you will not be charged again. If you do not give written notice of cancellation at least 30 days before the end of your current subscription term, we will not be able to process your cancellation prior to automatic renewal and your subscription will continue for an additional term period. If you cancel your subscription, you will retain access to the subscription you have paid for until the end of the subscription period. Please note that we do not provide refunds for your non-use of the Services and any other refunds we may issue not specifically set forth in these Terms of Service will be at our sole discretion.
(f) Termination and Suspension by Paragon: Paragon may terminate your User Account and/or these Terms of Service at any time and for any reason upon notice to you. We may also suspend your access to the Service at any time, with or without cause. If we terminate your User Account or suspend your access to the Service without cause, we will refund a prorated portion of your Fees. We will not refund or reimburse you if we terminate your User Account for cause, including (without limitation) for a violation of these Terms of Service or applicable law.
(g) Effect of Termination: Once your User Account is terminated, we may permanently delete your User Account and any or all User Content associated with it. If you do not log in to your User Account for 12 or more months, we may treat your User Account as “inactive”, permanently delete the User Account and all the data associated with it and cancel any active subscription you have to the Service. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms of Service. All sections of this Agreement which by their nature should survive termination will survive, including without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.
(h) Prohibited Conduct: You agree not to use the Site or the Service for: (i) posting any (1) information that is incomplete, false, inaccurate or not your own, (2) trade secrets or material that is copyrighted or otherwise owned by a third party unless you have a valid license from the owner that permits you to post it, (3) material that infringes on any other intellectual property, privacy or publicity right of another, (4) advertisement, promotional materials or solicitation related to any product or service that is competitive with Paragon products or services or (5) software or programs that contain any harmful code, including, but not limited to, viruses, worms, time bombs or Trojan horses; (ii) impersonating another person; (iii) engaging in or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any city, state, national or international law or regulation, or that fails to comply with accepted Internet protocol; or (iv) transmitting or transferring (by any means) information or software derived from the Site or the Service to foreign countries or certain foreign nations in violation of US export control laws. In addition, you agree not to violate or attempt to violate the security of the Site, the Service or Paragon’s system or network security, including, without limitation, the following: (w) accessing data not intended for users of the Site or the Service, or gaining unauthorized access to an account, server or any other computer system; (x) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; (y) attempting to interfere with the function of the Site, the Service, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding”, “mailbombing”, “crashing”, or sending unsolicited e-mail, including promotions and/or advertising of products or services; or (z) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting or transmitting, importing, uploading, or incorporating any financial or medical information of any nature, or any sensitive personal information (e.g., Social Security numbers, driver’s license numbers, birth dates, personal bank account numbers, passport or visa numbers, credit card numbers, passwords and security credentials). Violations of the Site’s, the Service’s or Paragon’s system or network security may result in civil or criminal liability.
In addition, you agree not to, directly or indirectly: (A) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Service or any software, documentation or data related to or provided with the Service (“Software”); (B) modify, translate, or create derivative works based on the Service or Software; or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service or Software; (C) use or access the Service to build or support, and/or assist a third party in building or supporting, products or services competitive to Paragon; (D) remove any proprietary notices or labels from the Service or Software; or (E) otherwise use the Service or Software outside of the scope of the rights expressly granted herein. You agree to use the Service and Software only for your own internal business operations, and not to transfer, distribute, sell, republish, resell, lease, sublease, license, sub-license or assign the Service or use the Service for the operation of a service bureau or timesharing service.
(i) Your Data: You will retain ownership of User Content. You shall be solely responsible for the accuracy, quality, content and legality of User Content, the means by which User Content is acquired and the transmission of User Content outside of the Service. You represent and warrant that you have all rights necessary to transmit User Content through the Service and to otherwise have User Content used as part of the Service or as otherwise contemplated herein.
(j) Suggestions: You hereby grant to Paragon a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Site, the Service and/or other Paragon offerings any suggestions, enhancement requests, recommendations or other feedback provided by you to Paragon that is related to the Site and/or the Service.
(k) Aggregated and/or Anonymized Data: Notwithstanding anything to the contrary set forth herein or otherwise, except in the case of an On Premise License (as defined below), Paragon will have the right to collect and analyze data and other information relating to the provision, use or performance of the Site and/or Service and related systems and technologies (including information concerning User Content and data derived therefrom), and to aggregate and/or anonymize all such data and information. Paragon will be free at any time to: (i) use such information and data to improve and enhance Paragon’s offerings; and (ii) disclose such data in aggregate or other de-identified form in connection with its business. If you access the Service through a license granted by Paragon that permits the local hosting of the Service on hardware you maintain (an “On Premise License”), no User Content will be shared with Paragon through your use of the Site or the Service with the sole exception of anonymized data for the purposes of (i) confirming that each person accessing the Site or Service has a valid license to do so and (ii) collecting anonymous aggregate non-personally identifiable usage analytics to Paragon’s US-hosted servers (including but not limited to task usage count, integrations used, etc.).
(m) Paragon’s Indemnification Obligations: If you are a paying subscriber to the Service, Paragon will defend you against any third party claim brought against you alleging that the use of such paid Service as permitted hereunder infringes the United States intellectual property rights of a third party, and Paragon shall pay all costs and damages finally awarded against you by a court of competent jurisdiction as a result of any such claim; provided that you (a) promptly give written notice thereof to Paragon; (b) give Paragon sole control of the defense and settlement of the claim; and (c) provide to Paragon all reasonable assistance. The foregoing shall not apply to any claim based upon or arising from (i) any use of the Service outside the scope of these Terms of Service, (ii) User Content, or (iii) a combination of the Service with any content or other technology not provided by Paragon.
(n) Team Accounts: You may be invited to establish or join a Paragon team account (“Team Account”). Each Team Account will have an administrator who can accept or remove Team Account members. By agreeing to join a Team Account, you acknowledge that (i) your identity, including name, email address, and avatar (if any), will be disclosed to other Team Account members, and the Team Account administrator will also have access to your task usage, and (ii) your User Content will be viewable by all Team Account members. You will have the option to share with other Team Account members any integrations you have created and/or any third party applications with which you have connected. If you share an integration, all Team Account members can view and edit such integration. If you share a third party application with which you have connected, all Team Account members will have read/write access to the data associated with such third party application.
(o) Export Control: You hereby represent and warrant that (i) you understand and acknowledge that some Site Content or components of the Service may be subject to export, re-export and import restrictions under applicable law, (ii) you will not use the Site, any Site Content or the Service in a manner that violates the U.S. Export Administration Act of 1979 and the regulations of the U.S. Department of Commerce and (iii) you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods.
(p) License to Your Logos: You hereby grant to Paragon the right to use your company or organization name and logo in marketing, sales, financial, and public relations materials and other communications solely to identify you as a customer.
Linked Websites and Services
The Site and/or Service may contain links to, and integrations with, third party websites and services (e.g., Gmail or Dropbox), and you agree that Paragon provides links to, and integrations with, such websites and services solely as a convenience and has no responsibility for the content or availability of such websites or services, and that Paragon does not endorse such websites or services (or any products or other services associated therewith). Access to any other internet site linked to the Site and/or Service is at your own risk, and Paragon is not responsible for the accuracy or reliability of any information, data, opinions, advice or statements made on these sites. Your use of such websites and services will be subject to the terms applicable to each such website and service. You may not post a link that directs users to any content or information that would constitute a violation of these Terms of Service.
LIMITATION OF LIABILITY
(a) Warranty Disclaimer: THE SITE, SITE CONTENT AND SERVICE ARE PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND PARAGON MAKES NO WARRANTY THAT THE SITE, SERVICE OR SITE CONTENT ARE COMPLETE, SUITABLE FOR ANY PARTICULAR PURPOSE, RELIABLE, USEFUL OR ACCURATE, AND ON BEHALF OF ITSELF AND ITS LICENSORS, PARAGON HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED, STATUTORY OR OTHER WARRANTIES WITH RESPECT TO THE SITE, SITE CONTENT AND SERVICE, OR THE AVAILABILITY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. THE ENTIRE RISK AS TO RESULTS OBTAINED THROUGH USE OF THE SITE, SERVICE AND/OR THE SITE CONTENT RESTS WITH YOU. PARAGON AND ITS SUPPLIERS WILL NOT BE LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY LOSSES OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR RELIANCE ON ANY MATERIAL CONTAINED ON THE SITE OR SERVICE. PARAGON MAKES NO REPRESENTATION OR WARRANTY THAT THE AVAILABILITY OF THE SITE AND/OR THE SERVICE WILL BE UNINTERRUPTED, OR THAT THE SITE, SERVICE AND/OR THE SITE CONTENT WILL BE ERROR FREE OR THAT ALL ERRORS WILL BE CORRECTED.
(b) Limitation of Liability:
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT PARAGON SHALL NOT BE LIABLE TO YOU FOR ANY (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY OR STATUTORY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OR PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL OR FOR ANY COST OF COVER OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF PARAGON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL THEORY UNDER WHICH DAMAGES ARE SOUGHT, WHETHER IN BREACH OF CONTRACT OR IN TORT, INCLUDING NEGLIGENCE AND (B) AMOUNTS IN THE AGGREGATE THAT EXCEED THE FEES PAID BY YOU TO PARAGON HEREUNDER IN THE SIX (6) MONTHS PRECEDING THE DATE THE CLAIM AROSE. TO THE EXTENT ANY LIABILITY CAN NOT BE LIMITED BY LAW, SUCH LIMITATION SHALL BE EXCLUDED.
Location of the Site and your Use
Paragon generally operates or controls the operation of this Site and the Service from offices in the United States. If you are using an On Premise License to access the Site or the Service, User Content will be stored on your own dedicated server and you will be solely responsible for maintaining the security and accuracy of such User Content. In addition, the Site and the Service may be mirrored, and other websites operated or controlled by Paragon may be located, at various locations in and outside of the United States. With the exception of On Premise License users, Paragon makes no representation or warranty that all of the features of this Site or Service will be available to you outside of the United States, or that they are permitted to be accessed outside of the United States. If you access the Site or the Service through an On Premise License, and comply in all material respects with these Terms of Service, the Site and the Service will be accessible to you to the extent they are not void or prohibited in your jurisdiction. Additionally, the Site may not be helpful or relevant to all international users. You acknowledge that you are solely responsible for any decision by you to use this Site and/or the Service from other locations, and that such use may be subject to, and that you are responsible for, compliance with applicable local laws.
Paragon may give notice applicable to Paragon’s general Service customer base by means of a general notice on the Service portal, and notices specific to you by electronic mail to your e-mail address on record in your User Account or by written communication sent by first class mail or pre-paid post to your address on record in your User Account. If you have a dispute with Paragon, wish to provide a notice under these Terms of Service, or become subject to insolvency or other similar legal proceedings, you must promptly send written notice to Paragon at Forge Technology, Inc., 10900 Wilshire Blvd Suite 440, Los Angeles, CA 90024; Attn: Legal.
You may not assign your rights or obligations under these Terms of Service without the prior written approval of Paragon, such approval not to be unreasonably withheld or delayed. No waiver of rights by either party may be implied from any actions or failures to enforce rights under these Terms of Service. These Terms of Service are intended to be and are solely for the benefit of Paragon and you and do not create any right in favor of any third party. These Terms of Service will be governed by and construed in accordance with the laws of the State of California, without reference to its conflict of laws principles. The Uniform Computer Information Transactions Act will not apply to this Agreement. All disputes arising out of or relating to these Terms of Service will be submitted to the exclusive jurisdiction of a court of competent jurisdiction located in Los Angeles, California, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue.