TERMS & CONDITIONS

1. Acceptance of Terms

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When an organization places an order with, or buys any offering from, The Paranoid Company LLC (“Paranoid Co” or “Reseller”), that organization (“Client”) accepts and is bound by these Terms of Sale. These Terms govern every purchase unless Paranoid Co and Client have signed a separate written contract that specifically controls the transaction at issue, in which case that executed contract will prevail.

This document forms a binding legal contract governing Client’s procurement of any goods and/or services. Any supplemental or inconsistent provisions contained in a purchase order, intake form, or other document issued by Client are expressly refused and will not apply. Such provisions are considered material changes and are rejected in their entirety.

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No submission by Client becomes effective until Paranoid Co confirms it. Confirmation occurs when the applicable goods are shipped, delivered, or the services are performed. Once confirmed, transactions are firm and cannot be revoked, returned, or refunded unless Paranoid Co provides explicit written approval.

Paranoid Co may revise these Terms from time to time. The version available on its website on the date Client submits an order will govern that purchase unless both parties agree in writing to alternative terms.

 

2. Capacity of Paranoid Co

Client acknowledges and agrees that:

• Paranoid Co acts exclusively as an intermediary supplying goods and services for Client’s internal business purposes pursuant to the relevant End User Agreement.

• Paranoid Co is not the creator, producer, intellectual property owner, or original source of the goods or services.

• All specifications, marketing statements, and performance information are supplied by the applicable third-party source. Client confirms it is not relying on independent assurances from Paranoid Co beyond what the third-party source provides.

• Every transaction is subject to product availability, and Paranoid Co does not warrant inventory levels or fulfillment capability.

 

3. Third-Party End User Agreements

All offerings are controlled solely by the governing End User Agreement between Client and the applicable third-party provider. Paranoid Co is not a participant in that agreement.

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Client understands that any disputes concerning functionality, defects, guarantees, renewals, subscription terms, intellectual property matters, or service commitments must be addressed directly with the third-party provider.

For subscription offerings that renew automatically under the End User Agreement, Client bears full responsibility for tracking and managing renewal or termination in accordance with that agreement.

 

4. Warranty Disclaimer

Any assurances regarding quality, performance, or compliance are provided exclusively by the third-party provider under its End User Agreement.

PARANOID CO PROVIDES NO REPRESENTATIONS OR GUARANTEES WHATSOEVER, WHETHER EXPRESS, IMPLIED, OR ARISING BY LAW, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY FOR A PARTICULAR USE, OR NON-INFRINGEMENT.

Client’s sole recourse for any shortcoming or failure lies with the third-party provider under its governing agreement.

 

5. Indemnity

Paranoid Co assumes no defense or indemnification responsibilities related to the goods or services supplied. Any indemnification rights available to Client are limited strictly to those granted by the third-party provider in its End User Agreement.

 

6. Limitation of Liability

6.1 Financial Cap
Paranoid Co’s aggregate responsibility arising out of or connected to this Agreement will not exceed the amount Client paid for the particular item or service giving rise to the claim. For recurring subscription offerings, recovery is capped at the total paid during the twelve (12) months preceding the triggering event.

6.2 Excluded Categories of Damages
Under no circumstances will Paranoid Co be responsible for indirect, incidental, special, consequential, exemplary, or punitive losses, including lost income, lost data, operational disruption, or diminished profits, even if informed that such losses were possible.

6.3 Applicability
These restrictions apply under all legal theories, including breach of contract, tort, negligence, strict liability, or otherwise, to the maximum extent permitted by applicable law.

 

7. Payment Terms

Client agrees to remit all amounts identified in the applicable order, along with any required taxes, duties, freight costs, or governmental charges.

Unless otherwise agreed in writing, invoices must be satisfied within thirty (30) days from the invoice date.

Past-due balances may accrue interest at one and one-half percent (1.5%) per month or the highest lawful rate, whichever is lower. Client is liable for reasonable costs of collection, including legal fees.

 

8. Shipping, Ownership, and Risk

Any delivery schedules are approximate and not guaranteed. Paranoid Co is not liable for delays attributable to third-party suppliers or shipping carriers.

Goods are generally dispatched directly from the third-party source. Responsibility for loss transfers to Client once the goods are handed to the carrier.

Title to tangible equipment transfers to Client only after payment is made in full. Software and other licensed materials remain the property of the respective licensor and are provided subject to license restrictions.

 

9. Trade Compliance

Client agrees to observe all applicable U.S. export control and trade regulations. Client will not ship, transfer, or otherwise provide goods or services in violation of such laws or to restricted jurisdictions or prohibited parties.

 

10. Governing Law and Dispute Forum

This Agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-law doctrines.

Both parties submit to the exclusive authority of the state and federal courts located in Pennsylvania.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Each party knowingly and voluntarily relinquishes any right to a jury trial for disputes arising under this Agreement.

 

11. General Provisions

Headings are included for organizational purposes only and do not influence interpretation.

Any amendment or waiver must be documented in writing and signed by authorized representatives of both parties.

Client may not transfer or assign its rights or obligations without prior written authorization from Paranoid Co.

If any portion of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect.

All official communications must be delivered in writing by hand delivery, certified mail, or recognized courier to the addresses identified in the applicable order.

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