Terms of Service
Last updated: April 22, 2026
If you signed a separate Cover Page to access the Product with the same account, and that agreement has not ended, the terms below do not apply to you. Instead, your separate Cover Page applies to your use of the Product.
This Agreement is between Serix Inc. ("Provider") and the company or person accessing or using the Product ("Customer"). This Agreement consists of: (1) the Order Form below and (2) the Framework Terms defined below.
If you are accessing or using the Product on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company. By signing up, accessing, or using the Product, Customer indicates its acceptance of this Agreement and agrees to be bound by the terms and conditions of this Agreement.
Cover Page
Order Form
Framework Terms: This Order Form incorporates and is governed by the Framework Terms that are made up of the Key Terms below and the Standard Terms set out below. Any modifications to the Standard Terms made in this Cover Page will control over conflicts with the Standard Terms. Capitalized words have the meanings given in the Cover Page, the Key Terms, or the Standard Terms.
Cloud Service Fees
Certain parts of the Product have different pricing plans, which are available at Provider's pricing page (https://www.runparagon.com/). Customer will pay Provider the applicable Fees based on the Product tier and Customer's usage. Provider may update Product pricing by giving at least 30 days' notice to Customer (including by email or notification within the Product), and the change will apply in the next Subscription Period.
Payment Process – Automatic Payment
Customer authorizes Provider to bill and charge Customer's payment method on file monthly for immediate payment or deduction without further approval.
Non‑Renewal Notice Period
At least 30 days before the end of the current Subscription Period.
Key Terms
Customer
The company or person who accesses or uses the Product. If the person accepting this Agreement is doing so on behalf of a company, all use of the word "Customer" in the Agreement will mean that company.
Provider
Serix Inc.
Governing Law
The laws of the State of Delaware.
Chosen Courts
The state or federal courts located in Delaware.
Covered Claims
Provider Covered Claims:
Any action, proceeding, or claim that the Cloud Service, when used by Customer according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else's intellectual property or other proprietary rights.
Customer Covered Claims:
Any action, proceeding, or claim that (1) the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else's intellectual property or other proprietary rights; or (2) results from Customer's breach or alleged breach of Section 2.1 (Restrictions on Customer).
General Cap Amount
The Fees paid or payable by Customer to Provider in the 12‑month period immediately before the claim.
Notice Address
The Standard Terms below are incorporated into and form part of this Agreement.
1. Services and Support
Subject to the terms of this Agreement, Provider will use commercially reasonable efforts to provide Customer access to the Cloud Service. As part of the registration process, Customer will identify an administrative username and password for Customer's account. Provider reserves the right to refuse registration of, or to cancel, passwords or accounts it deems inappropriate.
Provider will provide reasonable technical support by email at support@runparagon.com during business hours, with a target response time of one business day for new tickets.
2. Restrictions and Responsibilities
2.1 Restrictions on Customer
Customer will not, and will not permit any third party to, directly or indirectly:
- Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms of the Cloud Service or any related software, documentation, or data.
- Modify, translate, or create derivative works based on the Cloud Service, except to the extent expressly permitted by Provider or authorized within the Cloud Service.
- Use the Cloud Service for timesharing, service bureau, or similar purposes, or otherwise for the benefit of any third party (except as expressly permitted).
- Remove or alter any proprietary notices, labels, or marks on or in the Cloud Service.
- Use the Cloud Service in violation of any applicable law or Provider's standard published policies then in effect.
2.2 Export Compliance
Customer will not remove or export from the United States, or allow the export or re-export of, the Cloud Service, any related software, or any direct product thereof in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of the Treasury Office of Foreign Assets Control, or any other U.S. or foreign agency or authority.
2.3 U.S. Government Rights
As defined in FAR section 2.101, the Cloud Service and documentation are "commercial items," and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
2.4 Customer Responsibilities
Customer is responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Cloud Service (including modems, hardware, software, operating systems, networking, and internet access). Customer is responsible for maintaining the security of its account and credentials, and for all activities that occur under its account, whether or not authorized by Customer.
3. Confidentiality and Proprietary Rights
3.1 Confidentiality
Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") may disclose business, technical, or financial information that is marked or reasonably understood to be confidential ("Proprietary Information"). The Receiving Party will: (i) take reasonable precautions to protect such Proprietary Information, and (ii) not use or disclose such Proprietary Information except as necessary to perform this Agreement.
These obligations expire five (5) years after disclosure and do not apply to information that the Receiving Party can document (a) is or becomes generally available to the public without breach of this Agreement; (b) was in its possession or known by it prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; (d) was independently developed without use of any Proprietary Information of the Disclosing Party; or (e) is required to be disclosed by law or valid legal process, provided the Receiving Party gives prompt notice where legally permitted.
3.2 Customer Data
As between the parties, Customer retains all right, title, and interest in and to Customer Content (data and materials submitted to the Cloud Service by or on behalf of Customer). Customer grants Provider a limited, non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Customer Content solely to provide, secure, and improve the Cloud Service. Provider's handling of personal information is further described in our Privacy Policy.
3.3 Provider IP and Aggregated Data
Provider owns and retains all right, title, and interest in and to the Cloud Service, the software underlying it, all improvements, enhancements, or modifications thereto, and all related intellectual property rights. No rights or licenses are granted to Customer except as expressly set forth in this Agreement.
Provider may collect and analyze data and other information relating to the provision, use, and performance of the Cloud Service, and Provider may (i) use such information to operate, maintain, improve, and enhance the Cloud Service and other Provider offerings, and (ii) disclose such information solely in aggregated or other de-identified form that cannot reasonably be linked to Customer or any individual.
4. Payment of Fees
Customer will pay Provider the Fees described in the Cover Page. Provider may change Fees at the end of the then-current Subscription Period on at least thirty (30) days' prior notice, as set out in the Cover Page.
Where Provider issues an invoice, payment is due net thirty (30) days from the invoice date. Unpaid amounts accrue a finance charge of 1.5% per month on the outstanding balance, or the maximum rate permitted by applicable law, whichever is lower, plus all reasonable expenses of collection. Provider may suspend the Cloud Service for non-payment after reasonable notice.
If Customer believes that Provider has billed Customer incorrectly, Customer must contact Provider no later than sixty (60) days after the closing date on the first billing statement in which the alleged error or problem appeared to receive an adjustment or credit. Charges not disputed within this window are deemed accepted.
Fees are exclusive of all taxes. Customer is responsible for all taxes, duties, and similar governmental charges associated with the Cloud Service, other than taxes based on Provider's net income.
5. Term and Termination
This Agreement begins on the Effective Date and continues for the Subscription Period set out in the Cover Page, automatically renewing for successive periods of the same length unless either party provides non-renewal notice within the Non-Renewal Notice Period set out in the Cover Page.
Either party may terminate this Agreement for material breach by the other party that is not cured within thirty (30) days after written notice describing the breach. No cure period applies to Customer's failure to pay undisputed Fees when due.
On termination or expiration of this Agreement, Customer's right to access and use the Cloud Service ends. Provider will make Customer Content available for electronic export for thirty (30) days after termination; thereafter, Provider may delete stored Customer Content, except as required to be retained by law.
The following sections survive termination or expiration of this Agreement:
- Section 2 (Restrictions and Responsibilities)
- Section 3 (Confidentiality and Proprietary Rights)
- Section 4 (Payment of Fees), with respect to accrued and unpaid amounts
- Section 6 (Warranty Disclaimer)
- Section 7 (Indemnification)
- Section 8 (Limitation of Liability)
- Section 9 (Miscellaneous)
6. Warranty Disclaimer
Provider will use reasonable efforts consistent with prevailing industry standards to maintain the Cloud Service in a manner that minimizes errors and interruptions. The Cloud Service may be temporarily unavailable for scheduled maintenance, unscheduled emergency maintenance, or due to causes beyond Provider's reasonable control (including third-party infrastructure outages). Provider will use reasonable efforts to give advance notice of scheduled disruptions.
Except as expressly set forth in this Section, the Cloud Service is provided "as is." Provider disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Provider does not warrant that the Cloud Service will be uninterrupted or error-free, or that any particular results will be obtained from its use.
7. Indemnification
Each party will defend and indemnify the other against its respective Covered Claims as defined in the Key Terms above, and will pay any damages or settlement amounts finally awarded against the indemnified party, or agreed to in a settlement approved by the indemnifying party, in connection with such Covered Claims.
As a condition of indemnification, the indemnified party must: (a) promptly notify the indemnifying party in writing of the claim; (b) give the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation, at the indemnifying party's expense. The indemnifying party may not agree to any settlement that imposes a material obligation or admission on the indemnified party without the indemnified party's prior written consent.
If the Cloud Service is held by a court of competent jurisdiction to infringe, or Provider reasonably believes it may be held to infringe, intellectual property rights, Provider may at its option and expense: (a) modify the Cloud Service to be non-infringing while preserving substantially similar features and functionality; (b) obtain a license for Customer to continue using the Cloud Service; or (c) terminate this Agreement and refund any prepaid, unused Fees for the remainder of the then-current Subscription Period.
8. Limitation of Liability
To the maximum extent permitted by law, except for bodily injury, Provider and its suppliers, affiliates, officers, employees, and contractors will not be liable for (a) loss of use, loss or corruption of data, or cost of procurement of substitute goods, services, or technology; (b) any indirect, incidental, special, consequential, or exemplary damages; (c) any matter beyond Provider's reasonable control; or (d) any amounts that, together with amounts associated with all other claims, exceed the General Cap Amount defined in the Key Terms above (the Fees paid or payable by Customer to Provider in the twelve (12) month period immediately before the event giving rise to the claim). This limitation applies regardless of the theory of liability and even if Provider has been advised of the possibility of such damages.
9. Miscellaneous
Support
- Channel: email to support@runparagon.com.
- Hours: business days, 9:00am–5:00pm Pacific time, excluding U.S. federal holidays.
- Response target: one business day for new tickets.
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