Subscription Service Agreement

Effective Date: 16th November, 2024

This Subscription Service Agreement (the “Agreement”) is entered into by and between Parsonos Corporation (“Company,” “we,” “us,” or “our”) and the individual or entity subscribing to our services (“Subscriber,” “you,” or “your”). By creating an account, subscribing to our services, or otherwise using the services, you agree to be bound by this Agreement. If you do not agree, you must not use the services.

1. Definitions

• “Services” means the subscription-based Palaba service (AI Audio Cutter) provided by Parsonos Corporation.
• “Subscription Term” means the period during which you have access to the Services under this Agreement.
• “User Data” means all text documents, audio files, or other materials submitted by you for use with the Services.

2. Subscription Plans and Fees

2.1 Subscription Plans.

Company offers a subscription-based service with a monthly fee (the “Flat Fee”) that provides you with a set number of credits (“Included Credits”) each month. The specifics of the Flat Fee, Included Credits, and overage costs are detailed in our [Price Table], which is incorporated by reference into this Agreement.

2.2 Billing Structure.

• Flat Fee: The Flat Fee is charged at the start of each subscription month. This payment grants you access to the Services and a predetermined number of Included Credits for that month.
• Overage Charges: If you exceed your Included Credits during a given month, additional credits (“Overage Credits”) will be charged at the end of the month at the per-credit rate specified in the [Price Table].
• No Rollover: Unused Included Credits do not roll over to subsequent months. At the start of each new subscription month, your credit balance will reset to the number of Included Credits associated with your subscription plan.

2.3 Exclusive Business Deals.

In addition to our standard subscription plans, Company offers customized subscription agreements for businesses (“Business Deals”). These agreements are negotiated individually and may include:

• Custom pricing structures.
• Increased or unlimited credit limits.
• Additional services, support, or features tailored to the business’s needs.

Terms for Business Deals will be outlined in a separate written agreement between Company and the business subscriber, which will supersede the standard terms in this Agreement where applicable.

2.4 Example.

For illustrative purposes:

• If your plan includes 300 Included Credits for $20 per month and you use 350 credits, you will incur an additional charge of $7.50 for the 50 Overage Credits (at $0.15 per credit).
• If you only use 250 credits during the month, the unused 50 credits will not roll over and will be forfeited when your credit balance resets.

2.5 Payment Authorization.

By subscribing to the Services, you authorize Company to charge your designated payment method for:

• The Flat Fee at the start of each month.
• Overage Charges at the end of the month if applicable.
• Any agreed-upon charges under a Business Deal, as outlined in the specific agreement.

2.6 Price Changes.

Company reserves the right to modify the pricing of the Flat Fee, Included Credits, or Overage Charges. Subscribers will be notified of any such changes at least 30 days before they take effect.

2.7 Taxes.

All fees are exclusive of applicable taxes, which you are responsible for paying.

3. Billing and Payment Terms

3.1 Billing.

• Subscription fees for the Flat Fee are billed in advance at the start of each subscription month.
• Any Overage Charges incurred during a month will be billed at the end of that month.
• For Business Deals, billing terms will be outlined in the specific agreement between you and Company.

3.2 Payment Method.

You must provide a valid payment method (e.g., credit card, debit card, or another approved payment option) and authorize Company to charge this method for all applicable fees and charges under this Agreement.

3.3 Late Payments.

If your payment method is declined or payment is otherwise not received on time:

• Your access to the Services, including any accrued credits, may be suspended immediately until full payment is received.
• You will remain responsible for all fees, including any applicable late payment fees, which may be applied as detailed in the [Price Table].

3.4 Reactivation After Suspension.

Once full payment, including any late fees, is received, your access to the Services will be reinstated. Credits accrued or paid for during the suspension period will not be refunded or prorated.

3.5 Non-Payment and Termination.

If payment is not received within 30 days of the due date, Company reserves the right to terminate your account, delete any stored User Data, and pursue collection efforts for unpaid fees.

3.6 Invoice Disputes.

If you believe you have been incorrectly billed, you must notify Company within 15 days of the billing date. Failure to do so may waive your right to dispute the charge.

3.7 Refund Policy.

Payments made for the Flat Fee or Overage Charges are non-refundable, including in cases of suspension or termination due to non-payment, except where required by law.

3.8 Taxes.

You are responsible for any applicable taxes associated with your use of the Services, excluding taxes based on Company’s income.

4. Service Features and Usage

4.1 Access to the Services.

During the Subscription Term and subject to compliance with this Agreement, Company grants you a limited, non-exclusive, non-transferable license to access and use the Services solely for lawful purposes as outlined in this Agreement and the [Terms of Service].

4.2 Prohibited Actions.

You agree not to:

1. Use the Services in any way that violates applicable laws or regulations.
2. Attempt to gain unauthorized access to any part of the Services, related systems, or networks.
3. Use the Services to engage in any activity that may disrupt, damage, or impair the Services or interfere with another user’s use of the Services.
4. Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services or any related technology.
5. Introduce any viruses, malware, or harmful code into the Services.
6. Use the Services to store, process, or transmit any material that is illegal, defamatory, infringing, or otherwise violates the rights of any third party.
7. Circumvent any security or authentication measures of the Services.

4.3 User Responsibility for Data.

You are solely responsible for ensuring that all data you provide to the Services complies with the [Terms of Service], including but not limited to:

• Having all necessary rights, licenses, and permissions to submit the data.
• Ensuring that the data does not violate any third-party rights, including intellectual property rights, privacy rights, or contractual obligations.

4.4 Service Integrity.

To protect the integrity and functionality of the Services, Company may:

1. Monitor usage patterns to identify and prevent abuse, misuse, or unauthorized access.
2. Suspend or terminate accounts that violate this Agreement, the [Terms of Service], or applicable laws.
3. Implement technical measures to restrict access to the Services in cases of suspected malicious activity.

4.5 No Ownership of the Services.

This Agreement does not grant you any ownership rights in the Services or related intellectual property. All rights not expressly granted to you are reserved by Company.

4.6 Updates and Availability.

Company may, at its discretion, update, modify, or temporarily suspend the Services to improve performance, address security concerns, or for maintenance. We will endeavor to notify users of any significant disruptions.

5. Data Usage

5.1 Ownership of User Data.

You retain ownership of all User Data submitted to the Services.

5.2 License to Company.

You grant us a limited, non-exclusive, royalty-free license to process your User Data solely for the purposes of delivering the Services.

5.3 Confidentiality.

We will not share or distribute your User Data except as required to provide the Services or comply with legal obligations.

6. Term and Termination

6.1 Term.

This Agreement begins on the date you first subscribe and continues until terminated.

6.2 Renewals.

Subscriptions automatically renew unless canceled in accordance with this Agreement.

6.3 Termination.

Either party may terminate the Agreement by providing written notice.

7. Liability and Indemnification

7.1 Limitation of Liability.

To the fullest extent permitted by law and as detailed in the [Terms of Service], Company and its affiliates, officers, employees, and agents shall not be liable for:

• Any indirect, incidental, consequential, special, or exemplary damages arising out of or in connection with the use or inability to use the Services.
• Loss of data, revenue, profits, or business opportunities, even if Company has been advised of the possibility of such damages.
• Any damages exceeding the total amount you paid to Company for the Services in the twelve (12) months preceding the event giving rise to the liability.

7.2 Disclaimer of Warranties.

The Services are provided “as is” and “as available” without any warranties of any kind, either express or implied, as described in the [Terms of Service]. This includes but is not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

7.3 Indemnification.

You agree to indemnify, defend, and hold harmless Company and its affiliates, officers, employees, and agents from and against any claims, damages, liabilities, losses, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to:

1. Your use of the Services in violation of this Agreement or the [Terms of Service].
2. Your breach of any representations, warranties, or obligations under this Agreement.
3. Your violation of any third-party rights, including intellectual property rights or privacy rights, in connection with your User Data or use of the Services.

8. Dispute Resolution and Governing Law

8.1 Dispute Resolution.

All disputes arising out of or related to this Agreement shall be resolved as described in the [Terms of Service]. Specifically:

1. You agree to attempt to resolve disputes informally by contacting Company’s support team at [email protected] before pursuing formal resolution methods.
2. If informal resolution fails, disputes shall be subject to binding arbitration, unless otherwise required by applicable law.

8.2 Governing Law.

This Agreement, as well as any disputes or claims arising from or related to it, shall be governed by and construed in accordance with the laws of the governing jurisdiction given in [Terms of Service], without regard to its conflict of law principles.

8.3 Exclusive Jurisdiction.

If arbitration is not enforceable under applicable law, you agree that any legal action or proceeding related to this Agreement shall be brought exclusively in the courts located in jurisdiction given in [Terms of Service].

8.4 Waiver of Class Actions.

You agree to resolve disputes on an individual basis and waive any right to participate in a class, collective, or representative action.

9. Modifications

We reserve the right to update this Agreement. You will be notified of material changes and required to agree to the new terms to continue using the Services.

10. Third-Party Software

The Services may rely on third-party software to deliver certain functionalities. By subscribing to the Services, you acknowledge and agree to the following:

1. Licensing Terms:

• Third-party software components integrated into the Services are governed by their respective licensing terms.
• A complete list of third-party software and its licenses is available at [license disclosure page].

2. Liability Limitation:

• Company is not liable for issues or damages caused by third-party software, including performance issues, security vulnerabilities, or compatibility problems.
• Your use of the Services constitutes acceptance of these limitations.

3. Proprietary Software Conditions:

• Some features of the Services may depend on proprietary third-party software. Any limitations or restrictions related to this software will be detailed on the [license disclosure page] or communicated during the subscription process.

11. Entire Agreement

This Agreement constitutes the entire understanding between you and Company regarding the Services and supersedes all prior agreements.

Acknowledgment

By subscribing to the Services, you acknowledge that you have read, understood, and agreed to this Agreement.