PARIE's standard Enterprise MSA. Drafted to be the master contract under which one or more Order Forms can be signed. Healthcare or PHI-routing customers also execute the BAA. EU customers also execute the DPA. All three documents stack.
This is a template, not a signed contract. Customer-specific fields are left blank for negotiation. To execute, contact hello@parie.io with subject MSA_REQUEST — PARIE returns a signable copy with your entity details and Order Form attached. The standard published Terms of Service govern self-serve and Pro-tier customers; this MSA is for Enterprise tier and above.
This Master Subscription Agreement ("Agreement") is entered into between:
This Agreement takes effect on the latest signature date below (the "Effective Date") and governs Customer's use of the Service for the term specified in each Order Form.
| Service | The PARIE software-as-a-service platform, including the web app at parie.io, the Chrome browser extension, AI proxy, and any Cloud Functions or APIs PARIE makes available to Customer. |
| Order Form | An ordering document or online order entered into between PARIE and Customer that references this Agreement and specifies the Service tier, seat count, term, and fees. |
| Authorized User | An employee, contractor, or affiliate of Customer who is authorized by Customer to use the Service under Customer's account. |
| Customer Data | Any data, content, or information that Customer or its Authorized Users submit to the Service, including knowledge-base documents and end-user prompts. |
| Documentation | The user guides, technical documentation, and trust materials published at parie.io and parie.io/dossier as updated from time to time. |
| Subscription Term | The term specified on each Order Form during which Customer's subscription to the Service is in effect. |
| Confidential Information | Non-public information disclosed by one party to the other that is marked or reasonably understood to be confidential, including pricing, security architecture, and Customer Data. |
PARIE will make the Service available to Customer in accordance with this Agreement and each Order Form. Each Order Form incorporates by reference the terms of this Agreement; in the event of conflict between an Order Form and this Agreement, the Order Form controls for the deal it covers but does not modify this Agreement for any other deal.
PARIE may modify the Service from time to time, provided no modification materially diminishes the functionality of the Service for which Customer has paid during the then-current Subscription Term. Material changes will be communicated with at least 30 days' written notice.
Subject to the terms of this Agreement and payment of applicable fees, PARIE grants Customer a non-exclusive, non-transferable, worldwide license during the Subscription Term to access and use the Service for Customer's internal business purposes by up to the number of Authorized Users specified in the Order Form.
Customer shall not, and shall not permit its Authorized Users to: (a) reverse engineer, decompile, or attempt to derive source code from the Service except as expressly permitted by applicable law; (b) resell, sublicense, or use the Service to provide services to third parties; (c) use the Service to develop a competing product; (d) interfere with or disrupt the integrity or performance of the Service; or (e) attempt to gain unauthorized access to the Service or its related systems.
Customer shall pay all fees specified in each Order Form. Unless otherwise stated:
As between the parties, Customer owns all right, title, and interest in and to Customer Data. PARIE is granted a limited license to host, process, and transmit Customer Data solely for the purpose of providing the Service.
The Data Processing Addendum at parie.io/dpa is incorporated by reference and governs PARIE's processing of personal data on Customer's behalf, including Standard Contractual Clauses for EU data transfers. For Customers routing Protected Health Information through the Service, the Business Associate Agreement at parie.io/baa is incorporated by reference and must be separately executed before any PHI is transmitted.
PARIE will not (a) sell Customer Data, (b) use Customer Data to train AI models maintained by PARIE or any subprocessor (including Anthropic), or (c) disclose Customer Data to any third party except as required to perform the Service, as Required by Law, or with Customer's express written consent.
PARIE shall maintain the security and compliance program described in PARIE's Trust Dossier at parie.io/dossier, as updated from time to time. The Trust Dossier is incorporated by reference for the purpose of describing PARIE's then-current security controls, certifications, and roadmap. Customers may at any time request the current version under NDA.
PARIE will not materially weaken its security program below the level described in the Trust Dossier as of the Effective Date during the Subscription Term.
PARIE targets 99.9% monthly uptime for the production Service, measured as the percentage of total minutes in a calendar month during which the parie.io marketing site, the claudeProxy AI endpoint, and the Firestore database are responsive to authenticated requests. Status is published at parie.io/status.
Service credits:
| Monthly uptime | Service credit |
|---|---|
| ≥ 99.9% | None |
| ≥ 99.0% but < 99.9% | 10% of monthly fee |
| ≥ 95.0% but < 99.0% | 25% of monthly fee |
| < 95.0% | 50% of monthly fee |
Service credits are Customer's sole and exclusive remedy for SLA failures. Credits do not apply to outages caused by (a) Customer's failure to comply with this Agreement, (b) scheduled maintenance announced at least 48 hours in advance, (c) force majeure events, (d) Anthropic upstream outages of more than 15 minutes per month (which PARIE will publish on the status page), or (e) factors outside PARIE's reasonable control. Customer must request credits in writing within 30 days of the incident.
Standard support is included with all Enterprise tier subscriptions:
Premium support (named Customer Success Manager, dedicated Slack channel, custom on-call escalation) is available for an additional fee specified on the Order Form.
Professional services (custom integrations, KB document onboarding, training-content authoring, white-label theming) are scoped and billed separately at standard PARIE rates.
Each party shall use the other's Confidential Information only to perform its obligations under this Agreement, shall protect it with at least the same degree of care it uses to protect its own confidential information (and no less than reasonable care), and shall not disclose it to any third party except (a) to its employees, advisors, and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those of this Agreement, or (b) as Required by Law (with prompt notice to the disclosing party where legally permitted).
Confidentiality obligations survive for 3 years after termination, except that obligations relating to trade secrets continue for so long as the information remains a trade secret under applicable law.
PARIE retains all right, title, and interest in and to the Service, including all software, models, patents, copyrights, trademarks, and trade secrets (collectively, "PARIE IP"). PARIE's underlying ensemble-reasoning method is the subject of USPTO patent application #64/014,523. Nothing in this Agreement transfers ownership of PARIE IP to Customer.
Customer retains all right, title, and interest in and to Customer Data and any of Customer's pre-existing IP. Customer grants PARIE a limited license to use Customer Data solely as necessary to perform the Service and as further described in §6.
If Customer provides PARIE with feedback, suggestions, or recommendations about the Service, Customer grants PARIE a perpetual, irrevocable, royalty-free license to use such feedback to improve the Service, without obligation to Customer.
PARIE may collect and use anonymized, aggregated technical metrics (such as call counts, latency percentiles, error rates) to operate, secure, and improve the Service. Such aggregated data does not identify Customer or any individual and is not Customer Data.
Each party represents and warrants that (a) it has the right to enter into this Agreement, and (b) its performance of this Agreement will not violate any other agreement to which it is bound or any applicable law.
PARIE warrants that it will perform the Service in a professional and workmanlike manner consistent with industry standards. Customer's exclusive remedy for breach of this warranty is, at PARIE's option, (a) re-performance of the deficient Service, or (b) termination of the affected Order Form and refund of fees prepaid for the unused portion of the Subscription Term.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND PARIE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. AI-GENERATED OUTPUTS MAY CONTAIN INACCURACIES; CUSTOMER IS RESPONSIBLE FOR REVIEWING AI OUTPUTS BEFORE RELYING ON THEM.
By PARIE. PARIE will defend Customer from and against any third-party claim alleging that the Service infringes that third party's US patent, copyright, or trademark, and will pay damages and costs finally awarded against Customer in such claim or agreed in settlement, provided Customer (a) promptly notifies PARIE in writing, (b) gives PARIE sole control of the defense and settlement, and (c) reasonably cooperates with PARIE.
If the Service is enjoined or PARIE believes it may be enjoined, PARIE may at its option (a) procure the right for Customer to continue using the Service, (b) modify the Service so it is non-infringing while maintaining substantially equivalent functionality, or (c) terminate the affected Order Form and refund prepaid fees for the unused portion of the Subscription Term.
PARIE has no obligation under this section for claims arising from (i) Customer Data, (ii) Customer's use of the Service in combination with non-PARIE products where the combination causes infringement, (iii) modifications to the Service not made by PARIE, or (iv) Customer's continued use of an allegedly infringing version of the Service after PARIE has provided a non-infringing alternative.
By Customer. Customer will defend PARIE from and against any third-party claim arising from (a) Customer Data, including claims that Customer Data infringes a third party's IP rights or violates applicable law, or (b) Customer's breach of §4 (license restrictions).
EXCEPT FOR (A) BREACHES OF §10 (CONFIDENTIALITY), (B) INDEMNIFICATION OBLIGATIONS UNDER §14, (C) CUSTOMER'S BREACH OF §4 (LICENSE RESTRICTIONS), AND (D) AMOUNTS OWED UNDER ORDER FORMS:
The limitations in this §15 apply to the maximum extent permitted by law.
This Agreement begins on the Effective Date and continues until all Order Forms have expired or are terminated. Each Order Form's Subscription Term is as specified on that Order Form and renews automatically for additional 1-year terms unless either party gives 60 days' written notice of non-renewal before the end of the then-current term.
Termination for cause. Either party may terminate this Agreement (and any Order Form) immediately upon written notice if the other party (a) materially breaches the Agreement and fails to cure within 30 days of written notice (15 days for non-payment), or (b) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.
Effect of termination. Upon any termination: (a) Customer's right to access the Service ends; (b) PARIE will, on written request received within 30 days of termination, provide Customer with an export of Customer Data in a commercially reasonable format; (c) after the 30-day export window, PARIE may delete Customer Data, except for data PARIE is required to retain for legal, audit, or compliance purposes; and (d) sections that by their nature should survive (including §§ 5 unpaid fees, 10, 11, 12, 13 disclaimer, 14, 15, 17) survive.
Intending to be legally bound, the parties have caused their duly authorized representatives to execute this Agreement as of the Effective Date.