Parallax Inc.
Version 1.0 | Effective Date: September 10, 2026
These Terms apply to Clients of the Parallax platform. Use of the public website is governed by the Website Terms.
1.1 The Agreement. These Platform Terms of Service (these “Terms”) are a legally binding agreement between Parallax Inc., a Delaware corporation (“Parallax,” “we,” “us”), and the entity identified on an Order Form or that otherwise accepts these Terms (“Client,” “you”). These Terms, together with each Order Form, the Privacy Policy referenced in Section 10, and any Data Processing Addendum executed by the parties (collectively, the “Agreement”), govern Client’s access to and use of the Platform and the Signals.
1.2 Order Forms. Commercial particulars — including per-Signal rates, Signal Credit purchases, Monthly Signal Caps, Signal Criteria, Designated Recipients, Delivery Channels, the Order Form Term, and any campaign-specific dates — are set out in one or more ordering documents executed or accepted by the parties (each an “Order Form”). Each Order Form is incorporated into and governed by these Terms.
1.3 Order of Precedence. If there is a conflict, the order of precedence is: (a) the Order Form (but only for commercial particulars and only if it expressly states that it amends these Terms); (b) any executed Data Processing Addendum, with respect to its subject matter; (c) these Terms; and (d) the Privacy Policy.
1.4 Acceptance. Client accepts the Agreement by executing an Order Form, clicking to accept these Terms, or accessing or using the Platform, whichever occurs first. The individual accepting on behalf of Client represents that they have authority to bind Client. Parallax maintains records of acceptance, and such records are presumptively accurate.
1.5 Website Terms Separate. Use of the public website at prx.vision by visitors who are not Clients is governed by Parallax’s separate Website Terms of Use, not by these Terms.
Capitalized terms have the meanings given where defined in these Terms or in this Section 2.
“Authorized User” means an individual employee, officer, contractor, or agent of Client whom Client authorizes to access the Platform under Client’s account and who is bound by obligations at least as protective as the Agreement.
“Client Data” means data, files, configurations, and other content that Client or its Authorized Users submit to the Platform, excluding Derived Data and Parallax Materials.
“Delivery Channel” means a delivery mechanism agreed in an Order Form or configured in the Platform, such as the Platform dashboard, email, Slack or comparable messaging integration, or API endpoint.
“Derived Data” means data and information generated by or through the Platform that is derived from, or created through processing of, Client Data, Licensed Data, public sources, or usage of the Platform, in each case in aggregated, de-identified, or transformed form that does not identify Client, any Authorized User, or any natural person, including knowledge-graph structures, ontologies, entity and relationship mappings, model weights and tunings, benchmarks, and usage analytics.
“Designated Recipient” means an Authorized User or Client-designated endpoint identified in the Order Form or Platform configuration as a recipient of Signals.
“Licensed Data” means data obtained by Parallax from third-party data providers or public sources and made available through the Platform.
“Monthly Signal Cap” means the maximum number of billable Signals deliverable in a billing cycle, as set in the Order Form.
“Parallax Materials” means the Platform, its software, models, algorithms, seed ontologies, knowledge-graph architecture, user interfaces, documentation, and all improvements and modifications to any of the foregoing, together with all intellectual property rights therein.
“Platform” means Parallax’s hosted signal intelligence platform and related services identified in an Order Form.
“Signal” has the meaning given in Section 6.1.
“Signal Credit” means a prepaid credit redeemable for one billable Signal, as described in Section 7.
“Signal Criteria” means the topics, entities, sources, thresholds, routing rules, and other parameters configured in the Order Form or in the Platform that determine when a Signal is generated and to whom it is delivered.
3.1 License Grant. Subject to the Agreement and payment of applicable fees, Parallax grants Client a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable Order Form Term to (a) access and use the Platform for Client’s internal business purposes, and (b) use, reproduce, and distribute Signals internally among Authorized Users and Designated Recipients for Client’s internal decision-making purposes.
3.2 Accounts and Security. Client is responsible for its Authorized Users’ compliance with the Agreement, for maintaining the confidentiality of credentials, and for all activity under its account. Client will notify Parallax promptly at security@prx.vision of any suspected unauthorized access.
3.3 Changes to the Platform. Parallax may modify the Platform, provided that during a paid Order Form Term Parallax will not materially degrade the core functionality of the Platform.
Client will not, and will not permit any Authorized User or third party to:
5.1 Prohibited Uses. Client will not use the Platform, Signals, or Licensed Data, directly or indirectly, to: (a) engage in or facilitate voter suppression, voter intimidation, or interference with any person’s lawful exercise of voting rights; (b) create or knowingly disseminate disinformation, including materially deceptive synthetic media; (c) harass, stalk, threaten, or incite violence against any person; (d) unlawfully discriminate against any person or group; (e) conduct unlawful surveillance or tracking of individuals; or (f) violate any applicable law, including election, privacy, and consumer-protection laws.
5.2 Enforcement. Parallax may suspend or terminate access immediately and without a cure period for any violation of this Section 5, as further described in Section 17. Parallax’s determination of a violation, made reasonably and in good faith, is sufficient basis for action under this Section.
6.1 Definition of a Signal. A “Signal” is a discrete output generated by the Platform that (a) matches Client’s configured Signal Criteria, and (b) is delivered to a Designated Recipient through an agreed Delivery Channel. A Signal is billable upon delivery as recorded in Parallax’s system logs, regardless of whether the Signal is opened, read, or acted upon.
6.2 Non-Billable Outputs. The following are not billable Signals: (a) duplicate Signals reporting the same underlying event to the same Designated Recipient within 24 hours of the original Signal; (b) corrections or re-deliveries of a previously billed Signal; (c) Signals generated during the Calibration Period described in Section 6.3; and (d) outputs generated but not delivered, including outputs withheld by the Monthly Signal Cap.
6.3 Calibration Period. For each new Order Form, the first fourteen (14) days following Platform activation are the “Calibration Period,” during which Signal Criteria are tuned and Signals delivered are not billable.
6.4 Records; Invoicing Detail. Parallax’s system logs are the presumptive record of Signal generation and delivery, absent manifest error. Each invoice or credit-drawdown statement will be accompanied by an itemized log export identifying, for each billed Signal, the date and time of delivery, the Delivery Channel, and the Designated Recipient.
6.5 Billing Disputes. Client must notify Parallax in writing of any disputed Signals or invoice line items within ten (10) business days after the invoice or statement date, identifying the disputed items with specificity. The parties will work in good faith to resolve disputes within fifteen (15) days of notice. Undisputed amounts remain due when owed. Items not disputed within the period are deemed accepted.
6.6 Relevance; Service Credits. Signal relevance is addressed through tuning of Signal Criteria, not through billing. If Client reasonably notifies Parallax of a sustained, material mismatch between delivered Signals and configured Signal Criteria, Parallax may, in its discretion, issue Signal Credits or service credits as Client’s exclusive remedy for relevance concerns.
7.1 Fees. Client will pay the fees set out in each Order Form. Per-Signal rates are fixed for the Order Form Term and may change only upon renewal with at least thirty (30) days’ prior written notice.
7.2 Prepaid Signal Credits. Unless the Order Form states otherwise, the Platform operates on prepaid Signal Credits: (a) Client purchases blocks of Signal Credits in the quantities and at the rates stated in the Order Form; (b) each billable Signal draws down one Signal Credit; (c) when Client’s credit balance falls below the replenishment threshold stated in the Order Form, Parallax will invoice for the next block, payable in advance; (d) if the balance reaches zero, Signal delivery pauses until credits are replenished; (e) Signal Credits are valid through the end of the Order Form Term, are non-transferable (including between affiliated committees, campaigns, or entities), and have no cash value except as provided in Section 17.4.
7.3 Monthly Signal Cap; Overage. Delivery of billable Signals stops automatically when the Monthly Signal Cap is reached and resumes at the start of the next billing cycle. Parallax will deliver Signals above the Monthly Signal Cap only with Client’s prior written approval (email from an authorized Client contact suffices) at the overage rate stated in the Order Form.
7.4 Invoiced Accounts. If an Order Form provides for billing in arrears instead of Signal Credits: invoices are issued monthly and payable net fifteen (15) days; late amounts accrue interest at 1.5% per month or the maximum lawful rate, whichever is less; and Parallax may suspend the Platform for amounts more than ten (10) days past due, upon notice, until paid.
7.5 No Refunds. Except as expressly provided in Section 6.5 (resolved billing disputes), Section 6.6 (service credits), or Section 17.4 (termination), all fees are non-refundable and delivered Signals are non-creditable.
7.6 Payment Method; Vendor Onboarding. Client will pay by the method stated in the Order Form. Upon request, Parallax will provide a completed IRS Form W-9 and reasonable vendor-onboarding information.
8.1 Exclusive of Taxes. Fees are exclusive of all taxes, levies, and duties. Client is responsible for all sales, use, value-added, and similar transaction taxes arising from the Agreement, excluding taxes on Parallax’s net income, property, or employees.
8.2 Collection; Exemptions. Where Parallax is registered and required to collect transaction taxes, Parallax will itemize them on invoices and Client will pay them. If Client claims an exemption, Client must provide a valid exemption certificate before invoicing; Client remains responsible for taxes, penalties, and interest resulting from invalid or unsubstantiated exemption claims. Political committees are not presumed exempt.
8.3 Withholding. If Client is required by law to withhold any amount, Client will gross up its payment so that Parallax receives the full amount invoiced.
9.1 Client Data. As between the parties, Client owns all right, title, and interest in Client Data. Client grants Parallax a non-exclusive, worldwide, royalty-free license to host, process, transmit, and display Client Data solely (a) to provide, secure, and support the Platform; (b) to generate Signals and Derived Data; and (c) as otherwise instructed by Client or required by law.
9.2 Parallax Materials. Parallax and its licensors own all right, title, and interest in the Parallax Materials and the Licensed Data. No rights are granted to Client other than the limited license in Section 3.1. All rights not expressly granted are reserved.
9.3 Derived Data. Parallax owns all right, title, and interest in Derived Data, and may use Derived Data during and after the Order Form Term for any lawful purpose, including operating, improving, and training the Platform and serving other clients, provided that Derived Data (a) is not identified or reasonably identifiable as originating from Client, and (b) does not disclose Client’s Confidential Information. For clarity, termination or expiration of the Agreement does not require Parallax to delete, unwind, or segregate Derived Data or knowledge-graph structures.
9.4 Client Warranty for Client Data. Client represents and warrants that it has all rights and consents necessary to provide Client Data to Parallax and to authorize the processing described in the Agreement, and that Client Data does not violate law or third-party rights.
9.5 Feedback. If Client or its Authorized Users provide suggestions, ideas, or feedback about the Platform, Parallax may use them without restriction or obligation.
10.1 Privacy Policy. Parallax’s processing of personal information is described in the Parallax Privacy Policy at prx.vision/privacy, which is incorporated by reference. In the event of a conflict between the Privacy Policy and an executed Data Processing Addendum, the Data Processing Addendum controls.
10.2 Data Processing Addendum. Where required by applicable data-protection law, or upon Client’s reasonable request, the parties will execute Parallax’s standard Data Processing Addendum, including its subprocessor list.
10.3 Security. Parallax will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Client Data, as summarized at prx.vision/privacy. Parallax will notify Client without undue delay after confirming a security incident resulting in unauthorized access to unencrypted Client Data, and will provide information reasonably required for Client’s own legal notification obligations.
11.1 Definition. “Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) in connection with the Agreement that is designated confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Parallax’s Confidential Information includes the Parallax Materials, pricing, and product roadmaps. Client’s Confidential Information includes Client Data and Client’s non-public strategies and configurations. The terms of each Order Form are the Confidential Information of both parties.
11.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available without breach of the Agreement; (b) was known to Recipient without restriction before disclosure; (c) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information; or (d) is rightfully received from a third party without duty of confidentiality.
11.3 Obligations. Recipient will (a) use Discloser’s Confidential Information only to perform under or exercise rights granted by the Agreement; (b) protect it with at least the care it uses for its own similar information, and no less than reasonable care; and (c) limit access to employees, contractors, and professional advisors who need to know it and are bound by obligations at least as protective as this Section 11.
11.4 Compelled Disclosure. Recipient may disclose Confidential Information to the extent required by law, regulation, or valid legal process, provided that (where lawful) Recipient gives Discloser prompt notice and reasonable cooperation to seek protective treatment, and discloses only what is legally required.
11.5 Duration; Return. The obligations in this Section 11 continue for three (3) years after termination or expiration of the Agreement, except for trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law. Upon written request following termination, Recipient will return or destroy Discloser’s Confidential Information, except copies retained in routine backups or as required by law, which remain subject to this Section 11.
11.6 Equitable Relief. Breach of this Section 11 may cause irreparable harm for which damages are inadequate; Discloser is entitled to seek injunctive relief in addition to other remedies, without posting a bond.
11.7 Relationship to NDAs. This Section 11 is intended to provide protection equivalent to a mutual non-disclosure agreement. If the parties have executed a separate non-disclosure agreement, that agreement supplements, and does not replace, this Section 11, and in the event of conflict the provision more protective of the Discloser controls.
12.1 Mutual. Each party represents and warrants that it is duly organized and validly existing, and that its execution and performance of the Agreement do not conflict with any other obligation.
12.2 By Parallax. Parallax warrants that: (a) the Platform will perform materially in accordance with its documentation during the Order Form Term; and (b) Licensed Data is obtained under licenses or from sources that Parallax reasonably believes, after commercially reasonable diligence, permit its use in the Platform, and Parallax’s collection practices are designed to comply with applicable law. Client’s exclusive remedy for breach of clause (a) is re-performance or, if Parallax cannot materially restore conformance within thirty (30) days of notice, termination of the affected Order Form and a refund of unused Signal Credits.
12.3 By Client. Client represents and warrants that (a) it will use the Platform and Signals in compliance with the Agreement and applicable law, and (b) it has provided all notices and obtained all consents required for Parallax’s processing of Client Data as described in the Agreement.
13.1 Decision Support Only. SIGNALS ARE INFORMATIONAL DECISION-SUPPORT OUTPUTS GENERATED IN PART BY AUTOMATED AND MACHINE-LEARNING SYSTEMS. SIGNALS ARE NOT LEGAL, FINANCIAL, INVESTMENT, OR PROFESSIONAL ADVICE, AND ARE NOT GUARANTEES OR PREDICTIONS OF ANY OUTCOME. CLIENT IS SOLELY RESPONSIBLE FOR DECISIONS AND ACTIONS TAKEN OR NOT TAKEN BASED ON SIGNALS.
13.2 No Warranty of Accuracy. PARALLAX DOES NOT WARRANT THAT SIGNALS OR LICENSED DATA WILL BE ACCURATE, COMPLETE, CURRENT, OR ERROR-FREE, OR THAT THE PLATFORM WILL BE UNINTERRUPTED. LICENSED DATA AND THIRD-PARTY CONTENT ARE PROVIDED “AS IS” AS RECEIVED FROM THEIR SOURCES.
13.3 General Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 12, THE PLATFORM, SIGNALS, AND LICENSED DATA ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND PARALLAX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
14.1 Legal Compliance. Client is solely responsible for its own compliance with all laws applicable to Client’s business and Client’s use of the Platform and Signals, including, where applicable, the Federal Election Campaign Act and FEC regulations, state and local election and campaign-finance laws, telemarketing and communications laws, and privacy and data-protection laws governing Client’s own collection and use of data.
14.2 No Legal Advice. Parallax does not provide legal or compliance advice. Descriptions of Platform features, Signal Criteria, or routing do not constitute advice that any use is lawful.
14.3 Cooperation. Client will provide accurate configuration information and reasonable cooperation necessary for Parallax to provide the Platform.
15.1 By Parallax. Parallax will defend Client against any third-party claim alleging that the Platform, as provided by Parallax and used in accordance with the Agreement, infringes a U.S. patent, copyright, or trademark, or misappropriates a trade secret, and will indemnify Client against damages, costs, and reasonable attorneys’ fees finally awarded or agreed in settlement for such claim. If such a claim is made or appears likely, Parallax may procure the right for Client to continue using the Platform, modify the Platform to be non-infringing, or terminate the affected Order Form and refund unused Signal Credits. Parallax has no obligation for claims arising from Client Data, combination of the Platform with items not provided by Parallax, or use in violation of the Agreement.
15.2 By Client. Client will defend Parallax against any third-party claim arising from (a) Client Data; (b) Client’s or its Authorized Users’ use of the Platform or Signals, including decisions or communications made in reliance on Signals; or (c) Client’s violation of Section 5 or Section 14, and will indemnify Parallax against damages, costs, and reasonable attorneys’ fees finally awarded or agreed in settlement for such claim.
15.3 Procedure. The indemnified party must give prompt written notice of the claim, sole control of defense and settlement to the indemnifying party (provided any settlement imposing non-monetary obligations on the indemnified party requires its consent), and reasonable cooperation at the indemnifying party’s expense.
16.1 No Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.
16.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO PARALLAX IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.
16.3 Exceptions. Sections 16.1 and 16.2 do not apply to: (a) a party’s breach of Section 11 (Confidentiality); (b) a party’s indemnification obligations under Section 15; (c) Client’s payment obligations; (d) Client’s breach of Section 4 or Section 5; or (e) a party’s gross negligence, fraud, or willful misconduct.
16.4 Basis of the Bargain. The parties acknowledge that the fees reflect the allocation of risk in this Section 16 and that Parallax would not provide the Platform at these fees without these limitations.
17.1 Term. These Terms commence on Client’s acceptance and continue while any Order Form is in effect. Each Order Form runs for the term stated in it (the “Order Form Term”). Unless the Order Form states otherwise, Order Forms for electoral-campaign Clients end automatically thirty (30) days after the general or special election to which the Order Form relates, and Order Forms do not auto-renew; renewal or extension requires a new or amended Order Form.
17.2 Termination for Convenience by Client. Client may terminate an Order Form for convenience on thirty (30) days’ prior written notice.
17.3 Termination for Cause; Suspension. (a) Either party may terminate the Agreement or an affected Order Form if the other party materially breaches and fails to cure within fifteen (15) days after written notice. (b) Parallax may terminate immediately, without a cure period, for Client’s violation of Section 5 (Acceptable Use) or willful breach of Section 4 (Restrictions). (c) Parallax may suspend (rather than terminate) Platform access for amounts more than ten (10) days past due under Section 7.4, for a zero Signal Credit balance, or to address a security risk or legal requirement, in each case with notice and restoring access promptly after cure. Suspension does not relieve Client of payment obligations for amounts already accrued.
17.4 Effect of Termination. Upon termination or expiration of an Order Form: (a) Client’s access to the Platform under that Order Form ends and all accrued and unpaid fees become immediately due; (b) for thirty (30) days, Parallax will make Client Data available for export in commonly used machine-readable formats (such as CSV or JSON), after which Parallax will delete Client Data in accordance with the Privacy Policy and its retention schedule, except copies in routine backups or retained as required by law; (c) if Client terminated for convenience under Section 17.2 or terminated for Parallax’s uncured breach under Section 17.3(a), Parallax will refund Client’s unused Signal Credits, less a wind-down fee of ten percent (10%) of the refunded amount in the case of convenience termination; if Parallax terminated for Client’s breach under Section 17.3(a) or (b), unused Signal Credits are forfeited; and (d) for clarity, and as stated in Section 9.3, termination does not affect Parallax’s ownership and continued use of Derived Data, and Parallax has no obligation to delete, unwind, or segregate Derived Data or knowledge-graph structures.
17.5 Survival. Sections 2, 4, 5.1, 6.4–6.5 (as to pre-termination Signals), 7 (as to accrued amounts), 8, 9, 10.1, 11, 13, 15, 16, 17.4, 17.5, 18, and 20–21 survive termination or expiration.
18.1 Governing Law. The Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
18.2 Venue. The state and federal courts located in the State of Delaware have exclusive jurisdiction over any dispute arising out of or relating to the Agreement, and each party consents to personal jurisdiction and venue there.
19.1 Updates. Parallax may update these Terms from time to time. For material changes, Parallax will give at least thirty (30) days’ notice by email to Client’s account contact or in-Platform notice. Changes apply (a) to new Order Forms upon posting, and (b) to in-flight Order Forms only upon renewal, except changes required by law or that do not materially reduce Client’s rights, which apply on the stated effective date. If a material change adversely affects Client, Client may terminate the affected Order Form by notice within the thirty (30)-day window and receive a refund of unused Signal Credits without a wind-down fee.
20.1 Notices. Legal notices must be in writing and sent (a) to Parallax at legal@prx.vision, and (b) to Client at the notice address or email on the Order Form. Notice is effective on receipt, or one business day after sending by email without a bounce.
20.2 Assignment. Neither party may assign the Agreement without the other’s prior written consent, except either party may assign it in its entirety, upon notice, to a successor in connection with a merger, acquisition, or sale of substantially all assets, provided the successor is not a direct competitor of the non-assigning party and assumes the Agreement in writing. Any other purported assignment is void.
20.3 Subcontractors. Parallax may use subcontractors and subprocessors, including hosting and data providers, and remains responsible for their performance.
20.4 Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, internet or utility failures, and acts of government, provided the affected party uses reasonable efforts to mitigate. This Section does not excuse payment obligations.
20.5 Export; Sanctions. Client will comply with applicable export-control and sanctions laws and represents that it is not located in, organized under the laws of, or ordinarily resident in a sanctioned jurisdiction and is not a sanctioned party.
20.6 Publicity. Neither party will use the other’s name or logo publicly without prior written consent, except Parallax may identify Client by name in a list of clients with Client’s consent (email suffices), and either party may make disclosures required by law, including campaign-finance disclosure filings.
20.7 Independent Contractors; No Third-Party Beneficiaries. The parties are independent contractors. The Agreement creates no partnership, agency, or joint venture, and confers no rights on any third party.
20.8 Severability; Waiver. If a provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will remain in effect. A waiver is effective only in writing and only for the instance given.
20.9 Entire Agreement. The Agreement is the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations on that subject, except as provided in Section 11.7. Terms on Client purchase orders or vendor portals are void even if acknowledged.
20.10 Interpretation. “Including” means “including without limitation.” Headings are for convenience only.
Questions about these Terms: legal@prx.vision. Security reports: security@prx.vision. Privacy requests: privacy@prx.vision.