PLEASE READ THIS END USER LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE ACCESSING OR USING PARIO. BY CLICKING "ACCEPT," ACCESSING THE SERVICE, OR OTHERWISE USING PARIO, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT USE PARIO.
This Agreement is entered into between Acuity Sourcing LLC, a limited liability company ("Licensor"), and the individual or entity accessing or using Pario ("Licensee" or "you"). If you are accepting on behalf of a company or other legal entity, you represent that you have authority to bind that entity to this Agreement.
Pario is a software-as-a-service business case development tool that assists users in defining software purchasing requirements, conducting vendor discovery, generating business case narratives, and producing related procurement planning documents ("Service"). The Service uses artificial intelligence, including third-party large language model APIs, to generate outputs. Pario is provided through the web application accessible at planwithpario.com and related subdomains.
Subject to the terms of this Agreement and payment of applicable fees, Licensor grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service solely for Licensee's internal business purposes. This license does not include the right to resell, redistribute, sublicense, or make the Service available to any third party.
Licensee shall not, and shall not permit any third party to:
The Service, including all software, artificial intelligence models, prompt architectures, methodologies, algorithms, interfaces, and documentation, is and remains the exclusive property of Licensor. This Agreement does not transfer any ownership interest in the Service to Licensee. All rights not expressly granted herein are reserved by Licensor.
Licensee retains all rights in the data, descriptions, and information Licensee inputs into the Service ("Input Data"). Licensee grants Licensor a limited, non-exclusive license to process Input Data solely to provide the Service. Licensor will not use Input Data to train AI models or for any purpose other than delivering the Service to Licensee.
Outputs generated by the Service ("Outputs") are provided to Licensee for Licensee's internal use. Licensee acknowledges that Outputs are AI-generated and may be similar or identical to outputs generated for other users. Licensor makes no claim of ownership over Outputs.
The Service uses artificial intelligence to generate Outputs, including scope documents, functional requirements, vendor information, pricing estimates, timelines, and business case narratives. Licensee acknowledges and agrees that:
Licensor collects and processes data as described in the Pario Privacy Policy, available at planwithpario.com/privacy. By using the Service, Licensee consents to such collection and processing. Licensee is responsible for ensuring that Input Data complies with all applicable laws and does not include data that Licensee is not authorized to process or share.
Licensor uses third-party service providers, including Anthropic PBC (AI processing), Supabase Inc. (data storage), and Vercel Inc. (hosting), to deliver the Service. Input Data and session data may be transmitted to and processed by these providers in accordance with their respective terms and privacy policies. Licensor does not consent to the use of Input Data by Anthropic for AI model training pursuant to Anthropic's API usage terms.
Access to the Service is subject to applicable subscription or per-use fees as published on planwithpario.com or as agreed in a separate order form. Fees are non-refundable except as expressly stated in writing by Licensor. Licensor reserves the right to modify fees upon thirty (30) days' written notice to Licensee. Continued use of the Service following notice of a fee change constitutes acceptance of the new fees.
This Agreement commences on the date Licensee first accesses the Service and continues until terminated. Either party may terminate this Agreement at any time upon written notice. Licensor may suspend or terminate Licensee's access immediately and without notice if Licensee breaches any provision of this Agreement or if Licensor reasonably believes that continued access poses a security risk.
Upon termination, Licensee's license to use the Service immediately ceases. Sections 4, 5, 6, 10, 11, 12, 13, and 14 survive termination of this Agreement.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
LICENSOR DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY OUTPUTS WILL BE ACCURATE, COMPLETE, OR FIT FOR ANY PARTICULAR PURPOSE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE, REGARDLESS OF WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL LICENSOR'S TOTAL CUMULATIVE LIABILITY TO LICENSEE ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY LICENSEE TO LICENSOR IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, THE ABOVE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
Licensor shall have no obligation to indemnify, defend, or hold harmless Licensee or any third party against any claim, demand, action, loss, liability, damage, cost, or expense, including attorneys' fees, arising out of or related to: (a) any third-party intellectual property infringement claims relating to the Service or any Output; (b) Licensee's use of the Service or any Output; (c) any third-party claims arising from Licensee's Input Data; or (d) any claim of any nature whatsoever arising from Licensee's reliance on or use of any Output. All risk associated with the use of the Service and its Outputs rests solely with Licensee.
Each party agrees to keep confidential any non-public information disclosed by the other party in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. This obligation does not apply to information that is or becomes publicly known through no breach of this Agreement, is independently developed by the receiving party, or is required to be disclosed by law or court order.
Licensee acknowledges that the prompt architecture, methodology, and AI model configurations underlying the Service constitute proprietary trade secrets of Licensor. Licensee shall not attempt to extract, reproduce, or reverse engineer any such proprietary elements.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Pennsylvania, without regard to its conflict of law principles. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Pennsylvania.
Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings. No modification of this Agreement shall be binding unless made in writing and signed by authorized representatives of both parties.
Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.
Waiver. Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce such provision in the future.
Assignment. Licensee may not assign or transfer this Agreement or any rights hereunder without the prior written consent of Licensor. Licensor may assign this Agreement without consent in connection with a merger, acquisition, or sale of substantially all of its assets.
Notices. All notices under this Agreement shall be in writing and delivered to Licensor at hello@planwithpario.com or such other address as Licensor designates in writing.
Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.
Force Majeure. Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, pandemic, government actions, or failure of third-party service providers.
This document does not constitute legal advice. Licensee is encouraged to consult with qualified legal counsel before entering into this Agreement.