PARiConnect AI Platform End User License Agreement

PARICONNECT AI PLATFORM END USER LICENSE AGREEMENT (“EULA”)

Effective Date: May 6, 2025

This End User License Agreement (“EULA”) governs your access to and use of the PAR iConnect AI Platform (the “Platform”), which is provided by Psychology Assessment Resources, Inc. (“PAR”), a Florida corporation. To the extent you, or a counselor, psychologist, clinician, or entity for which you work (“PAR Customer”), agreed to any other terms or agreements with PAR (including, for example, the PAR iConnect Terms and Conditions of Use), this EULA is subject to and incorporates those terms and agreements (collectively, this EULA and any terms or agreements between you and/or your associated PAR Customer and PAR are referred to as the “Agreement”). To the extent you do not work for a PAR Customer, this EULA is between you and PAR. By agreeing to this EULA, you are agreeing to its terms on behalf of yourself and, to the extent applicable, your PAR Customer.

BY CLICKING “I AGREE,” LOGGING IN, OR OTHERWISE ACCESSING OR USING THE PLATFORM, YOU (“AUTHORIZED USER”, “YOU,” OR “YOUR”) AGREE TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS OF THIS EULA.

If you do not agree to all of the terms of this EULA, you are not permitted to access or use the Platform. This EULA forms a binding contract between you and PAR, in addition to any obligations you may have to your PAR Customer.

Authorized User. You represent and warrant that: (i) your PAR Customer has authorized you to access and use the Platform for AI-assisted draft psychoeducational report writing with expert recommendations, suspected disability insights, personalized action plans, and accommodations services (collectively, the “Services”); (ii) you have passed all applicable background checks and satisfy the requirements imposed by applicable laws, regulations, and PAR Customer policies, including, without limitation, any Health Insurance Portability and Accountability Act (“HIPAA”) policies or procedures imposed by your PAR Customer; (iii) your actual and intended access and use of the Platform and the information contained therein is permitted under all applicable laws, regulations, and policies; and (iv) to the extent applicable, you are duly authorized to bind your PAR Customer to the terms of this EULA.
Access Grant. Subject to the terms and conditions of this EULA, PAR hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform solely for PAR Customer-authorized draft report writing purposes, and strictly in accordance with the Agreement.
PAR Customer Data and Inputs. You acknowledge that, as between you and PAR, you or your PAR Customer own all right, title, and interest, including all intellectual property rights, in and to the information, data, materials, text, prompts, images, works, code, or other content that is input, entered, posted, uploaded, submitted, transferred, or otherwise transmitted by you or on your or your PAR Customer’s behalf through the Platform (collectively, “Input”), subject to the license granted herein. You hereby grant PAR a non-exclusive, royalty-free, worldwide license to (i) reproduce, distribute, and otherwise use and display the Input and Process the Input as may be necessary for PAR to provide the Services to you and/or your PAR Customer. PAR will not use Input or content generated by or otherwise output from Platform in response to an Input (collectively, “Output”) to train, develop, adapt, modify, or improve any artificial intelligence or machine learning model.
Restrictions. You shall not and will not permit any third-party to: (i) copy, modify, translate, adapt, or create derivative works based on the Platform; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying structure of the Platform; (iii) modify, alter, or tamper with the Platform, or create any derivative product from any of the foregoing; (iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Platform; (v) circumvent or disable any security or technological features of the Platform; (vi) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within any of the Platform; (vii) assign, rent, lease, sell, sublicense, or otherwise transfer your rights under this EULA; (viii) rely on any Output without thoroughly verifying such Output; (ix) access or use the Services to develop, train, or improve any other AI technology or any competing or similar product or service; or (x) use the Services to create or generate Output that you know or should know infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.
Service Suspension. Notwithstanding anything to the contrary in this Agreement, PAR may temporarily suspend your and your PAR Customer’s access to any portion or all of the Services if: (i) PAR reasonably determines that (A) there is a threat or attack on the Platform or Services that reasonably requires such suspension to address, mitigate, or respond to such threat or attack; (B) your or your PAR Customer’s use of the Services disrupts or poses a security risk to the Platform, to PAR, or to any other person; (C) you, your PAR Customer, or someone using one of your accounts is using the Platform for fraudulent, illegal, or otherwise unethical activities, as judged in PAR’s sole discretion; (D) subject to applicable law, your PAR Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) PAR’s provision of the Services to you or your PAR Customer is prohibited by applicable law; or (F) any vendor of PAR has suspended or terminated PAR’s access to or use of any third-party services or products required to enable you or your PAR Customer to access and use the Services (any such suspension a "Service Suspension"). PAR shall use commercially reasonable efforts to provide written notice of any Service Suspension to you or your PAR Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. PAR shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. PAR will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you or your PAR Customer may incur as a result of a Service Suspension.
Account Security. You understand and agree that your account on the Platform is solely for your use as authorized by your PAR Customer. You may not share your username or password with any other person or otherwise permit any other person to access your account. You are the only Authorized User who may use your account; shared accounts are prohibited. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. If you have reason to believe that your account has been compromised, you must immediately notify PAR and your PAR Customer.
Authorized User Acknowledgements. You acknowledge and agree that the functionalities of our Services involve the use of artificial intelligence and machine learning technologies and while we use reasonable efforts to ensure the accuracy of our Services, our Services will sometimes generate inaccurate, incomplete, or potentially even inappropriate Outputs. Use of the Platform is at your own risk, and you are solely responsible for ensuring the accuracy, completeness, and appropriateness of any Output generated by our Services, including without limitation by undertaking a manual review of the Output generated by our Services, to ensure that it accurately reflects the information you have submitted, before such Output is further used or relied upon.

By using the Services, you acknowledge and agree that Output generated by our Services is provided as-is and with no assurances. The Platform is a tool to assist in your work and is not intended to replace your or your PAR Customer’s professional judgment. You must review all content generated by our Services and any underlying materials before sharing, presenting or relying on such Output in provisioning of your services to your clients or any other third party. You are solely responsible for ensuring your use of or reliance on any Output meets your professional and compliance obligations.

You further acknowledge and agree that PAR shall not be responsible or liable for any advice, course of treatment, diagnosis, or any other information or service you provide to any client or other individual, nor for the accuracy, completeness, or suitability of any data, information, content, report, summary, or other Output provided or generated by the Services.
Prohibited Uses. You represent, warrant, and covenant, that you will not: (i) access or use the Platform for personal, non-clinical purposes; (ii) use the Platform for any purpose that has not been authorized by the PAR Customer; (iii) use the Platform in any manner that violates any law, regulation, or third-party right, including rights arising under privacy, intellectual property, contract, tort, due process, or any other theory; (iv) introduce any virus, malware, or malicious code into the Platform; (v) use the Platform for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way, by exposing them to inappropriate content or otherwise; (vi) use the Platform to impersonate or attempt to impersonate PAR, a PAR employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing); or (v) access, contribute, or use any records, data, information, or content that you are not lawfully authorized to access, contribute, or use in connection with your use of the Platform.
Data Accuracy and Input. You represent and warrant that all Inputs are accurate and complete to the best of your knowledge and that you will not knowingly input or upload any inaccurate, false, or misleading information. You, not PAR, remain solely liable and responsible for all data that you store, integrate, or import or export using the Platform, including any personal or personally identifiable information. You represent that you have provided all necessary notifications and obtained all necessary consents, authorizations, approvals, and/or agreements as required by any applicable laws, policies, or contracts to enable PAR to process any data, records, or information, including any assessment scoring, reporting, or criteria, or personal or personally identifiable information, according to the scope, purpose, and instructions specified by you or your PAR Customer.
Data Rights and Representations. You further represent, warrant, and covenant that: (i) you have lawfully obtained all data and Inputs; (ii) you have and will continue to have all necessary rights, permissions, authorizations, or consents required to possess, use, access, process, view, copy, disclose, and modify such data and information so that, as processed in accordance with this Agreement, it does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable law; (iii) your use of any data or information within the Platform complies with all applicable laws, regulations, and the Agreement; and (iv) your access to and use of the Platform is subject to the ongoing authorization of the PAR Customer, and your PAR Customer remains responsible for your compliance with this EULA.
Indemnification. You shall indemnify, hold harmless, and, at PAR’s option, defend PAR and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees (collectively, “Losses”) arising from or relating to any third-party claim (i) that the Inputs or other data that you use with the Platform, or processing or any other use thereof in accordance with this Agreement, infringes or misappropriates any third party's rights; (ii) based on your negligent or willful misconduct or use of the Services in a manner not authorized by this Agreement or in violation of applicable laws, regulations, or industry practices. You shall not settle any third-party claim implicating the Services or PAR unless PAR consents to such settlement in writing. PAR shall have the right, at its option, to defend itself against any such third-party claim or to participate in the defense thereof by counsel of its own choice.
Confidentiality. The Platform, its documentation, and any information relating to its past, current, future or proposed operation is PAR’s confidential information. You agree to protect that confidential information with the same degree of care normally used by you or your PAR Customer to protect your/its own similar confidential information, and never less than reasonable care. You will not disclose any such confidential information to any third party without the express consent of PAR or your PAR Customer, and you will not use any such confidential information for any purpose whatsoever other than your good faith use of the Platform as part of a psychological evaluation or drafting of an associated report. All provisions of this EULA concerning this confidentiality section shall survive any termination of this EULA.
Termination. PAR may suspend or terminate your access to the Platform at any time and without notice if:

■ You or your PAR Customer violate, or PAR reasonably suspects that you or your PAR Customer violated, or may have violated, this EULA;

■ Your authorization from the PAR Customer is revoked or expires; or

■ The applicable Agreement (if any) is terminated or expires for any reason.

Upon termination or expiration for any reason, you must immediately cease all access and use of the Platform.
Disclaimer of Warranties. THE PLATFORM AND THE OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PAR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY , OR NON-INFRINGEMENT; THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE; THAT THE PLATFORM WILL MEET YOUR OR YOUR PAR CUSTOMER’S REQUIREMENTS; THAT ANY OUTPUT GENERATED BY THE PLATFORM WILL BE ACCURATE OR RELIABLE OR ADMISSIBLE IN A COURT PROCEEDING. YOU ACKNOWLEDGE THAT, GIVEN THE NATURE OF THE SERVICES AND AI TECHNOLOGY, OUTPUT (I) WILL SOMETIMES BE INACCURATE AND MAY SOMETIMES BE MISLEADING, BIASED, OR OFFENSIVE, (II) MAY BE THE SAME AS OR SIMILAR TO OUTPUT THE SERVICES GENERATE FOR OTHER CUSTOMERS, AND/OR (III) MAY NOT QUALIFY FOR INTELLECTUAL PROPERTY PROTECTION.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PAR NOR ANY OF ITS AFFILIATES OR ANY OF PAR’S OR ITS AFFILIATES’ MANAGERS, MEMBERS, OFFICERS, EMPLOYEES, OR AGENTS (COLLECTIVELY THE "REPRESENTATIVES") WILL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF OPERATIONS, UNAVAILABILITY, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS OR COSTS OF COVER), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF PAR OR ANY OF ITS AFFILIATES OR DISTRIBUTORS WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. PAR AND ITS REPRESENTATIVES’ ENTIRE LIABILITY TO YOU UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS OR THE TOTAL FEES PAID BY PAR CUSTOMER TO PAR FOR USE OF THE PLATFORM IN THE SIX-MONTH PERIOD PRIOR TO THE DATE ON WHICH THE DAMAGE OCCURRED. THE PARTIES AGREE THAT THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Arbitration. For the avoidance of doubt, the arbitration provisions of the PARiConnect Terms and Conditions apply to any dispute arising from or concerning this EULA, including but not limited to, its interpretation, violation, invalidity, non-performance, or termination.
Governing Law. To the maximum extent permitted by applicable law, this EULA shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws provisions.
Miscellaneous This EULA does not create any rights in or for any third party. Any conflict between this EULA and other provisions of the Agreement shall be resolved in favor of the EULA, unless otherwise specified. If any provision of this EULA is found to be invalid or unenforceable, the invalid or unenforceable provision will be severed from the Agreement and the remaining provisions shall remain in full force and effect. The parties agree that any such severed provision shall be deemed to have been amended such that it may be enforced to the maximum extent permitted by applicable law.