Please read this Agreement carefully before accessing or using the web site. By accessing or using any part of Parse.ly (”Website”), you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these terms and conditions are considered an offer by Cog Tree, LLC (“Cog Tree”), acceptance is expressly limited to these terms.

Your Account

You are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. You must not use your account in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others. You must immediately notify Cog Tree of any unauthorized uses of your account or any other breaches of security. Cog Tree will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.

Fees and Payment

Optional premium paid services will be/are available on the Website. By selecting a premium service you agree to pay Cog Tree the monthly or annual subscription fees indicated for that service. Payments will be charged on the day you sign up for a premium service and will cover the use of that service for a monthly or annual period as indicated. Premium service fees are not refundable.

Premium Services

By signing up for a premium account you agree to pay Cog Tree fees indicated at http://parse.ly in exchange for the services listed at http://parse.ly. Applicable fees will be invoiced starting from the day your services are established and in advance of using such services. Cog Tree reserves the right to change the payment terms and fees.

Responsibility of Website Visitors

Cog Tree has not reviewed, and cannot review, all of the material, including computer software, posted to the Website, and cannot therefore be responsible for that material’s content, use or effects. By operating the Website, Cog Tree does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Cog Tree disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content there posted.

Intellectual Property

This Agreement does not transfer from Cog Tree to you any Cog Tree or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Cog Tree. Cog Tree, Parse.ly, and all other trademarks, service marks, graphics and logos used in connection with http://parse.ly or the Website are trademarks or registered trademarks of Cog Tree. Your use of the Website grants you no right or license to reproduce or otherwise use any Cog Tree or third-party trademarks.

Changes

Cog Tree reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. Cog Tree may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

Termination

Cog Tree may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your account (if you have one), you may simply discontinue using the Website.  All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Disclaimer of Warranties

The Website is provided “as is”. Cog Tree hereby disclaims all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Cog Tree does not make any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.

Limitation of Liability

In no event will Cog Tree be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damagaes; (ii) the cost of procurement or substitute products or services; (iii) for interpution of use or loss or corruption of data; or (iv) for any amounts that increase the fees paid by you to Cog Tree. Cog Tree shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

General Representation and Warranty

You represent and warrant that your use of the Website will be in strict accordance with the Cog Tree Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside).

Indemnification

You agree to indemnify and hold harmless Cog Tree, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Website, including but not limited to out of your violation this Agreement.

Miscellaneous

This Agreement constitutes the entire agreement between Cog Tree and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Cog Tree, or by the posting by Cog Tree of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the state of New York, excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in New York County, New York.

The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Cog Tree may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.