Perla Terms of Service & Privacy Policy

Perla Acceptable Use Policy

Last modified:  April 11, 2023

Use of the Services is subject to this acceptable use policy ("AUP").

If not defined here, capitalized terms have the meaning stated in the applicable contract ("Agreement") between the customer, reseller or other authorized user ("You") and Perla.

You agree not, and not to allow third parties or Your End Users, to use the Services:

• to generate or facilitate unsolicited bulk commercial emails;
• to violate, or encourage the violation of, the legal rights of others;
• to engage in, promote, or encourage illegal activity, including child sexual exploitation, child abuse, or terrorism or violence that can cause death, serious harm, or injury to individuals or groups of individuals;
• for any unlawful, invasive, infringing, defamatory, or fraudulent purpose including Non-consensual Explicit Imagery (NCEI), violating intellectual property rights of others, phishing, or creating a pyramid scheme;
• to distribute viruses, worms, Trojan horses, corrupted files, hoaxes or other items of a destructive or deceptive nature;
• to gain unauthorized access to, disrupt, or impair the use of the Services, or the equipment used to provide the Services, by customers, authorized resellers, or other authorized users;
• to alter, disable, interfere with or circumvent any aspect of the Services, Software, or the equipment used to provide the Services;
• to test or reverse-engineer the Services in order to find limitations or vulnerabilities, or to evade filtering capabilities;
• to grant multiple individuals access to an individual End User Account other than via the delegation features provided within the Services;
• to resell End User Accounts, or parts thereof, as added into a commercial product offered to third parties;
• to record audio or video communications without consent if such consent is required by applicable laws and regulations (You are solely responsible for ensuring compliance with all applicable laws and regulations in the relevant jurisdiction(s));
• to use the Services, or any interfaces provided with the Services, to access any other Perla product or service in a manner that violates the terms of service of such other Perla product or service.

Your failure to comply with the AUP may result in suspension or termination, or both, of the Services pursuant to the Agreement.

Previous Versions: None

Perla Suite Service Level Agreement

Last modified: April 16, 2023

Perla Suite SLA. During the Term of the agreement under which Perla has agreed to provide the Perlas Suite Covered Services to Customer (as applicable, the "Agreement"), the (i) Perla Suite Covered Services web interface will be operational and available to Customer at least 99.9% of the time in any calendar month; and (ii) Perla Marketplace will be operational immediately. If Perla does not meet the Perla Suite SLA, and if Customer meets its obligations under this Perla Suite SLA, Customer will be eligible to receive the Service Credits described below. This Perla Suite SLA states Customer's sole and exclusive remedy for any failure by Perla to meet the Perla Suite SLA.

Definitions. The following definitions shall apply to the Perla Suite SLA.

"Downtime" means, for a domain, if there is more than a five percent user error rate. Downtime is measured based on server side error rate.

"Perla Suite Covered Services" means the Perla Suite and shall not include Perla Marketplace, Perla Academy, Perla Advisors.

"Monthly Uptime Percentage" means total number of minutes in a calendar month minus the number of minutes of Downtime suffered in a calendar month, divided by the total number of minutes in a calendar month.

"Service" means the Perla Suite Services.

"Service Credit" means the following:

‍Monthly Uptime Percentage. Days of Service added to the end of the Service term (for offline billing customers) or monetary credit equal to the value of days (for online billing customers), at no charge to Customer

Customer Must Request Service Credit. In order to receive any of the Service Credits described above, Customer must notify Perla within seven days from the time Customer becomes eligible to receive a Service Credit. Failure to comply with this requirement will forfeit Customer's right to receive a Service Credit.

Maximum Service Credit. The aggregate maximum number of Service Credits to be issued by Perla to Customer for all Downtime that occurs in a single calendar month shall not exceed fifteen days of Service added to the end of Customer's term for the Service (or the value of 15 days of service in the form of a monetary credit to a monthly-billing customer’s account). Service Credits may not be exchanged for, or converted to, monetary amounts, except for customers who are on Perla’s monthly billing plan.

Perla Suite SLA Exclusions. The Perla Suite SLA does not apply to any services that expressly exclude this Perla Suite SLA (as stated in the documentation for such services) or any performance issues: (i) caused by factors described in the "Force Majeure" section of the Agreement; or (ii) that resulted from Customer's equipment or third party equipment, or both (not within the primary control of Perla).

Previous Versions: None

Services Summary

Unless otherwise stated, the Perla services below are covered by the Perla Suite Terms of Service. Certain services or editions below may be subject to Service Specific Terms that can be found at https://www.goperla.com/terms-of-service

Perla Services:

Core Services

“Perla Suite” is a feature that allows an organization to manage the administrative aspect of their business, including documents, equipment, checklists and logs and to generate reports.

“Perla Marketplace” is a feature that allows users to search for qualified vetted experts with specific industry background.

“Perla Academy” is a feature that allows users to access educational content, presentations, lectures and attend webinars in their field of interest.

"Perla Leads” is a feature that allows advisors and experts to list their expertise on Perla Marketplace to be matched with and receive leads from users looking for their services.

Other Services

None currently available.

Perla Suite Editions:

Perla Suite Basic

"Perla Suite Basic" is an edition of Perla Suite comprised of all of the Perla Suite Services except white-glove onboarding. Customers will receive 1GB of storage in total for storing their documents for each location purchased.

Perla Suite Pro

"Perla Suite Pro" is an edition of Perla Suite comprised of all of the Perla Suite Services including white-glove onboarding. Each business will have to obtain an estimate fee for white-glove onboarding and the fee depends on the number of locations and professionals at each location.

Perla Marketplace

"Perla Marketplace" is an edition of Perla Services comprised of free access by verified users to search vetted experts in a specific industry. Each user may have to be verified before they can access the Perla Marketplace for free searches. Verification of users may be based on user’s background in an industry or having a license to practice as a professional in an industry, such as the healthcare industry.

Perla Advisors

"Perla Advisors" is an edition of Perla Services comprised of a network of advisors who pay a subscription to list their services on the Perla Marketplace. Advisors may have to be verified for their experience in the industry in which they are advertising in.

Additional Products:

Additional Products are not covered under the Perla Suite Terms of Use.

None is currently provided.

Rules for proper usage of Perla Brand Features

When you use any of our Brand Features, you must always follow our “Rules for Proper Usage” below.

If Perla provides written requirements (size, typeface, colors, etc.) to you at the time of our approval, you must implement them before using our Brand Features. If we provide these requirements to you after we initially gave our permission, you must implement them within a commercially reasonable timeframe.

Perla trademark “Do’s”:

• Distinguish the trademark from the surrounding text in some way. Capitalize the first letter, capitalize or italicize the entire mark, place the mark in quotes, use a different type style or font for the mark than for the generic name.
• Spell and capitalize the trademark Perla or PERLA exactly as they are shown.
• Use the trademark only as an adjective, never as a noun or verb, and never in the plural or possessive form.
• Use the generic term for the product following the trademark, for example: PERLA Suite, Perla Marketplace, PERLA Academy.
• Use only Perla-approved artwork when using Perla’s logos. Ask us to provide our approved artwork.
• Maintain a minimum spacing of 25 pixels between each side of the logo and other graphic or textual elements on your web page.

Perla Brand Features “Don’ts”:

• Don’t remove, distort or alter any element of a Perla Brand Feature. That includes modifying a Perla trademark, for example, through
• hyphenation, combination or abbreviation, such as: Perlaliscious. Do not shorten, abbreviate, or create acronyms out of Perla trademarks.
• Don’t display a Perla Brand Feature as the most prominent element on your web page.
• Don’t display a Perla Brand Feature in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by Perla, or that can be reasonably interpreted to suggest editorial content has been authored by, or represents the views or opinions of Perla or Perla personnel (this includes listing Perla or the Perla Logo to indicate partnership, affiliation, or sponsorship).
• Don’t display a Perla Brand Feature on any website that contains or displays adult content, promotes gambling, involves the sale of tobacco or alcohol to persons under twenty-one years of age, or otherwise violates applicable law.
• Don’t display a Perla Brand Feature in a manner that is in Perla’s sole opinion misleading, unfair, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to Perla (this is in no way meant to discourage criticism, opinion, or commentary).
• Don’t display a Perla Brand Feature on a site that violates any law or regulation.
• Don’t frame or mirror any Perla page (including the page that appears in response to a click on the Perla logo).
• Don’t incorporate Perla Brand Features into your own product name, service names, trademarks, logos, or company names.
• Don’t copy or imitate Perla’s trade dress, including the look and feel of Perla web design properties or Perla brand packaging, distinctive color combinations, typography, graphic designs, product icons, or imagery associated with Perla.
• Don’t adopt marks, logos, slogans, or designs that are confusingly similar to our Brand Features.
• Don’t use or register Perla trademarks as or incorporated in social media account names, profiles, or monikers.
• Don’t register Perla trademarks as second or third level domain names.
• Don’t use Perla trademarks in a way that suggests a common, descriptive, or generic meaning.
• Don’t use the registration symbol (®) in connection with marks in countries where our marks have not been registered. Trademark rights vary from country to country.

Cloud Data Processing Addendum (Customers)

This Cloud Data Processing Addendum including its appendices (“Addendum”) is incorporated into the Agreement(s) under which Perla has agreed to provide Perla Suites, Perla Marketplace (Search & Matching), Perla Leads, or Perla Academy (each as identified below), as applicable (the “Services”), to Customer.

Table of Contents

1. Commencement

2. Definitions

3. Duration

4. Scope of Data Protection Law

5. Processing of Data

6. Data Deletion

7. Data Security

8. Access etc.; Data Subject Rights; Data Export

9. Data Transfers

10. Subprocessors

11 Cloud Data Protection Team; Processing Records 1

12.Interpretation

Appendix 1: Subject Matter and Details of the Data Processing

Appendix 2: Security Measures

1. Commencement

          This Addendum will be effective and replace any terms previously applicable to the processing of Customer from the Addendum Effective Date (as defined below).

2. Definitions

2.1.  Capitalized terms used but not defined in this Addendum shall have the meaning given to them in the Agreement:

• Account has the meaning given in the applicable Agreement or, if no such meaning is given, meaning Customer’s Perla Suites, Perla Marketplace, Perla Leads, or Perla Academy account, as applicable.

• Addendum Effective Date means the date on which Customer accepted, or the parties otherwise agreed to, this Addendum.

• Additional Security Controls means security resources, features, functionality and/or controls that Customer may use at its option and/or as it determines, including the Admin Console, logging, and access management and firewalls.

• Adequate Country means:
  (a) for data processed subject to the EU GDPR; the EEA, or a country or territory recognized as ensuring adequate protection under the EU GDPR;
  (b) for data processed subject to UK GDPR; the UK, or a country or territory recognized as ensuring adequate protection under the UK GDPR and the Data Protection Act 2018; and/or
  (c) for data processed subject to the Swiss FDPA: Switzerland, or a country or territory that is: (i) included in the list of the states whose legislation ensures adequate protection as published by the Swish Federal Data Protection and Information Commissioner, or (ii) recognized as ensuring adequate protection by the Swiss Federal Council under the Swiss FDPA;

in each case, other than on the basis of an optional data protection framework.

• Alternative Transfer Solution means a solution that enables the lawful transfer of personal data to a third country in accordance with European Data Protection Law, for example a data protection framework recognized as ensuring that participating entities provide adequate protection.

• Customer Data has the meaning given in the applicable Agreement or, if no such meaning is given, means:

(a) data provided by or on behalf of Customer or its End Users via Perla Marketplace under the Account; or
(b)data submitted, stored, sent or received by or on behalf of Customer or its End Users via Perla Suite under the Account.

• Customer Personal Data means the personal data contained within the Customer Data, including any special categories of personal data defined under European Data Protection Law.

• Data Incident means a breach of Perla’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Data on systems managed by or otherwise controlled by Perla.

• EEA means the European Economic Area.

• EMEA means Europe, the Middle East and Africa.

• EU GDPR means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.

• European Data Protection Law means, as applicable: (a) the GDPR; and/or (b) the Swiss FDPA.

• European Law means, as applicable: (a) EU or EU Member State law (if the EU GDPR applies to the processing of Customer Personal Data); and (b) the law of the UK or a part of the UK (if the UK GDPR applies to the processing of Customer Personal Data).

• GDPR means, as applicable: (a) the EU GDPR; and/or (b) the UK GDPR.

• Perla Marketplace means the Perla Marketplace described at https://terms.goperla.com/Marketplace, as applicable.

• Perla Suite means the Perla Suite described at https://terms.goperla.com/Suite, as applicable.

• Instructions has the meaning given in Section 5.2.1 (Compliance with Customer’s Instructions).

• Non-European Data Protection Law means data protection or privacy laws in force outside the EEA, the UK and Switzerland.

• Notification Email Address means the email address(es) designated by Customer in the Admin Console or Order Form to receive certain notifications from Perla. Customer is responsible for using the Admin Console to ensure that its Notification Email Address remains current and valid.

• Security Measures has the meaning given in Section 7.1.1 (Perla’s Security Measures).

• Subprocessor means a third party authorized as another processor under this Addendum to have logical access to and process Customer Data in order to provide parts of the Services.

• Supervisory Authority means, as applicable: (a) a “supervisory authority” as defined in the EU GDPR; and/or (b) the “Commissioner” as defined in the UK GDPR and/or the Swiss FDPA.

• Swiss FDPA means the Federal Data Protection Act of 19 June 1992 (Switzerland).

• Term means the period from the Addendum Effective Date until the end of Perla’s provision of the Services, including, if applicable, any period during which provision of the Services may be suspended and any post-termination period during which Perla may continue providing the Services for transitional purposes.

• UK GDPR means the EU GDPR as amended and incorporated into UK law under the UK European Union (Withdrawal) Act 2018, and applicable secondary legislation made under that Act.

2.2. The terms “personal data”, “data subject”, “processing”, “controller” and “processor” as used in this Addendum have the meanings given in the GDPR irrespective of whether European Data Protection Law or Non-European Data Protection Law applies.

3. Duration

Regardless of whether the applicable Agreement has terminated or expired, this Addendum will remain in effect until, and automatically expire when, Perla deletes all Customer Data as described in this Addendum.

4. Scope of Data Protection Law‍

4.1. Application of European Law. The parties acknowledge that European Data Protection Law will apply to the processing of Customer Personal Data if, for example:
(a) the processing is carried out in the context of the activities of an establishment of Customer in the territory of the EEA or the UK; and/or

(b) the Customer Personal Data is personal data relating to data subjects who are in the EEA or the UK and the processing relates to the offering to them of goods or services in the EEA or the UK, or the monitoring of their behavior in the EEA or the UK.
4.2. Application of Non-European Law. The parties acknowledge that Non-European Data Protection Law may also apply to the processing of Customer Personal Data.

4.3. Application of Addendum. Except to the extent this Addendum states otherwise, this Addendum will apply irrespective of whether European Data Protection Law or Non-European Data Protection Law applies to the processing of Customer Personal Data.

5. Processing of Data

5.1. Roles and Regulatory Compliance; Authorization.

5.1.1. Processor and controller Responsibilities. If European Data Protection Law applies to the processing of Customer Personal Data:

(a) the subject matter and details of the processing are described in Appendix 1;

(b) Perla is a processor of that Customer Personal Data under European Data Protection Law;

(c) Customer is a controller or processor, as applicable, of that Customer Personal Data under European Data Protection Law; and

(d) each party will comply with the obligations applicable to it under European Data Protection Law with respect to the processing of that Customer Personal Data.

5.1.2. Processor Customers. If European Data Protection Law applies to the processing of Customer Personal Data and Customer is a processor:

(a) Customer warrants on an ongoing basis that the relevant controller has authorized: (i) the Instructions, (ii) Customer’s appointment of Perla as another processor, and (iii) Perla’s engagement of Subprocessors as described in Section 10 (Subprocessors);

(b) Customer will immediately forward to the relevant controller any notice provided by Perla under Sections 5.2.2 (Instruction Notifications), 7.2.1 (Incident Notification), 8.2.1 (Responsibility for Requests), 10.4 (Opportunity to Object to Subprocessor Changes); and

(c) Customer may: make available to the relevant controller any other information made available by Perla under Sections 9.4 (Supplementary Measures and Information), 9.6 (Data Center Information) and 10.2 (Information about Subprocessors).

5.1.3. Responsibilities under Non-European Law. If Non-European Data Protection Law applies to either party’s processing of Customer Personal Data, the relevant party will comply with any obligations applicable to it under that law with respect to the processing of that Customer Personal Data.

5.2. Scope of Processing.

5.2.1. Compliance with Customer’s Instructions. Customer instructs Perla to process Customer Data in accordance with the applicable Agreement (including this Addendum) and applicable law only: (a) to provide, secure, and monitor the Services; and (b) as further specified via (i) Customer’s use of the Services (including the Admin Console and other Services functionality), and (ii) any other written instructions given by Customer and acknowledged by Perla as constituting instructions under this Addendum (collectively, the “Instructions”). Perla will comply with the Instructions unless prohibited by European Law.

5.2.2 Instruction Notifications. Without prejudice to Perla’s obligations under Section 5.2.1 (Compliance with Customer’s Instructions) or any other rights or obligations of either party under the applicable Agreement, Perla will immediately notify Customer if, in Perla’s opinion: (a) European Law prohibits Perla from complying with an Instruction; (b) an Instruction does not comply with European Data Protection Law; or (c) Perla is otherwise unable to comply with an Instruction, in each case unless such notice is prohibited by European Law.

5.3. Additional Products. If Perla at its option makes Additional Products available to Customer for use with Services in accordance with applicable Additional Product Terms:

(a) Customer may enable or disable Additional Products (if any) via the Admin Console and will not need to use Additional Products in order to use the Services; and

(b) if Customer opts to install any Additional Products or to use them with the Services, the Additional Products may access Customer Data as required to interoperate with the Services (as applicable).

(c) For clarity, this Addendum does not apply to the processing of personal data in connection with the provision of any Additional Products installed or used by Customer, including personal data transmitted to or from such Additional Products.

6. Data Deletion

6.1. Deletion by Customer. Perla will enable Customer to delete Customer Data during the Term in a manner consistent with the functionality of the Services. If Customer uses the Services to delete any Customer Data during the Term and that Customer Data cannot be recovered by Customer, this use will constitute an Instruction to Perla to delete the relevant Customer Data from Perla’s systems in accordance with applicable law. Perla will comply with this Instruction as soon as reasonably practicable and within a maximum period of 180 days, unless European Law requires storage.

6.2. Return or Deletion When Term Ends. If Customer wishes to retain any Customer Data after the end of the Term, it may instruct Perla in accordance with Section 8.1 (Access; Rectification; Restricted Processing; Portability) to return that data during the Term. Subject to Section 6.3 (Deferred Deletion Instruction), Customer instructs Perla to delete all remaining Customer Data (including existing copies) from Perla’s systems at the end of the Term in accordance with applicable law. Perla will comply with this Instruction as soon as reasonably practicable and within a maximum period of 180 days, unless European Law requires storage.

6.3. Deferred Deletion Instruction. To the extent any Customer Data covered by the deletion instruction described in Section 6.2 (Return or Deletion When Term Ends) is also processed, when the applicable Term under Section 6.2 expires, in relation to an Agreement with a continuing Term, such deletion instruction will take effect with respect to such Customer Data only when the continuing Term expires. For clarity, this Addendum will continue to apply to such Customer Data until its deletion by Perla.

7. Data Security

7.1. Perla’s Security Measures, Controls and Assistance.

7.1.1. Perla’s Security Measures. Perla will implement and maintain technical,  organizational and physical measures to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access as described in Appendix 2 (the “Security Measures”). The Security Measures include measures to encrypt Customer Data; to help ensure ongoing confidentiality, integrity, availability and resilience of Perla’s systems and services; to help restore timely access to Customer Data following an incident; and for regular testing of effectiveness. Perla may update the Security Measures from time to time provided that such updates do not result in a material reduction of the security of the Services.

7.1.2. Access and Compliance. Perla will: (a) authorize its employees, contractors and Subprocessors to access Customer Data only as strictly necessary to comply with Instructions; (b) take appropriate steps to ensure compliance with the Security Measures by its employees, contractors and Subprocessors to the extent applicable to their scope of performance; and (c) ensure that all persons authorized to process Customer Data are under an obligation of confidentiality.

7.1.3. Additional Security Controls. Perla will make Additional Security Controls available to: (a) allow Customer to take steps to secure Customer Data; and (b) provide Customer with information about securing, accessing and using Customer Data.

7.2. Data Incidents.

7.2.1. Incident Notification. Perla will notify Customer promptly and without undue delay after becoming aware of a Data Incident, and promptly take reasonable steps to minimize harm and secure Customer Data.

7.2.2. Details of Data Incident. Perla’s notification of a Data Incident will describe: the nature of the Data Incident including the Customer resources impacted; the measures Perla has taken, or plans to take, to address the Data Incident and mitigate its potential risk; the measures, if any, Perla recommends that Customer take to address the Data Incident; and details of a contact point where more information can be obtained. If it is not possible to provide all such information at the same time, Perla’s initial notification will contain the information then available and further information will be provided without undue delay as it becomes available.

7.2.3. Delivery of Notification. Notification(s) of any Data Incident(s) will be delivered to the Notification Email Address.

7.2.4. No Assessment of Customer Data by Perla. Perla has no obligation to assess Customer Data in order to identify information subject to any specific legal requirements.

7.2.5. No Acknowledgement of Fault by Perla. Perla’s notification of or response to a Data Incident under this Section 7.2 (Data Incidents) will not be construed as an acknowledgement by Perla of any fault or liability with respect to the Data Incident.

7.3. Customer’s Security Responsibilities and Assessment.

7.3.1. Customer’s Security Responsibilities. Without prejudice to Perla’s obligations under Sections 7.1 (Perla’s Security Measures, Controls and Assistance) and 7.2 (Data Incidents), and elsewhere in the applicable Agreement, Customer is responsible for its use of the Services and its storage of any copies of Customer Data outside Perla’s or Perla’s Subprocessors’ systems, including:

(a) using the Services and Additional Security Controls to ensure a level of security appropriate to the risk to the Customer Data;

(b) securing the account authentication credentials, systems and devices Customer uses to access the Services; and

(c) backing up or retaining copies of its Customer Data as appropriate.

7.3.2. Customer’s Security Assessment. Customer agrees that the Services, Security Measures implemented and maintained by Perla, Additional Security Controls and Perla’s commitments under this Section 7 (Data Security) provide a level of security appropriate to the risk to Customer Data (taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of Customer Personal Data as well as the risks to individuals).

8. Access etc.; Data Subject Rights; Data Export

8.1. Access; Rectification; Restricted Processing; Portability. During the Term, Perla will enable Customer, in a manner consistent with the functionality of the Services, to access, rectify and restrict processing of Customer Data, including via the deletion functionality provided by Perla as described in Section 6.1 (Deletion by Customer), and to export Customer Data. If Customer becomes aware that any Customer Personal Data is inaccurate or outdated, Customer will be responsible for using such functionality to rectify or delete that data if required by applicable European Data Protection Law.

8.2. Data Subject Requests.

8.2.1. Responsibility for Requests. During the Term, if Perla’s Data Protection Team receives a request from a data subject that relates to Customer Personal Data and identifies Customer, Perla will: (a) advise the data subject to submit their request to Customer; (b) promptly notify Customer; and (c) not otherwise respond to that data subject’s request without authorization from Customer. Customer will be responsible for responding to any such request including, where necessary, by using the functionality of the Services.

9. Data Transfers

9.1. Data Storage and Processing Facilities. Subject to this Section 9 (Data Transfers), Customer Data may be processed in any country in which Perla or its Subprocessors maintain facilities.

9.2. Termination. If Customer concludes, based on its current or intended use of the Services, that any Alternative Transfer Solution, as applicable, does not provide appropriate safeguards for Customer Personal Data, then Customer may immediately terminate the applicable Agreement for convenience by notifying Perla.

9.3. Data Center Information. Perla uses AWS Data Centers, the information for which can be found:

(a) AWS Data Center locations for Perla servers and storage are in Virginia, US

10. Subprocessors

10.1. Consent to Subprocessor Engagement. Customer specifically authorizes the engagement as Subprocessors of those entities disclosed under Section 10.2 (Information about Subprocessors) as of the Addendum Effective Date. In addition, without prejudice to Section 10.4 (Opportunity to Object to Subprocessor Changes), Customer generally authorizes the engagement of other third parties as Subprocessors (“New Subprocessors”).

10.2. Information about Subprocessors. Names, locations and activities of Subprocessors are described at:

(a) Perla currently does not engage Subprocessors.

10.3. Requirements for Subprocessor Engagement. When engaging any Subprocessor, Perla will:

(a) ensure via a written contract that:

1. the Subprocessor only accesses and uses Customer Data to the extent required to perform the obligations subcontracted to it, and does so in accordance with the applicable Agreement (including this Addendum); and
2. if the processing of Customer Personal Data is subject to European Data Protection Law, the data protection obligations described in this Addendum (as referred to in Article 28(3) of the GDPR, if applicable), are imposed on the Subprocessor; and

(b) remain fully liable for all obligations subcontracted to, and all acts and omissions of, the Subprocessor.

10.4. Opportunity to Object to Subprocessor Changes.

(a) When any New Subprocessor is engaged during the Term, Perla will, at least 30 days before the New Subprocessor starts processing any Customer Data, notify Customer of the engagement (including the name, location and activities of the New Subprocessor).

(b) Customer may, within 90 days after being notified of the engagement of a New Subprocessor, object by immediately terminating the applicable Agreement for convenience by notifying Perla.

11. Cloud Data Protection Team; Processing Records

11.1. Cloud Data Protection Team. Perla’s Data Protection Team will provide prompt and reasonable assistance with any Customer queries related to processing of Customer Data under the applicable Agreement and can be contacted:

(a) Support@goperla.com

11.2. Perla’s Processing Records. Perla will keep appropriate documentation of its processing activities as required by the GDPR. To the extent the GDPR requires Perla to collect and maintain records of certain information relating to Customer, Customer will use the Admin Console to supply such information and keep it accurate and up-to-date. Perla may make any such information available to the Supervisory Authorities if required by the GDPR.

11.3. Controller Requests. During the Term, if Perla’s Cloud Data Protection Team receives a request or instruction from a third party purporting to be a controller of Customer Personal Data, Perla will advise the third party to contact Customer.

12. Interpretation

12.1. Precedence.

a) To the extent of any conflict or inconsistency between:

1. this Addendum and the remainder of the Agreement, this Addendum will prevail.

b) For clarity, if Customer has entered more than one Agreement, this Addendum will amend each of the Agreements separately.

Appendix 1: Subject Matter and Details of the Data Processing

Subject Matter

Perla’s provision of the Services to Customer.

Duration of the Processing

The Term plus the period from the end of the Term until deletion of all Customer Data by Perla in accordance with this Addendum.

Nature and Purpose of the Processing

Perla will process Customer Personal Data for the purposes of providing the Services to Customer in accordance with this Addendum.

Categories of Data

Data relating to individuals provided to Perla via the Services, by (or at the direction of) Customer or by its End Users.

Data Subjects

Data subjects include the individuals about whom data is provided to Perla via the  Services by (or at the direction of) Customer or by its End Users.

Appendix 2: Security Measures

As from the Addendum Effective Date, Perla will implement and maintain the Security Measures described in this Appendix 2.

1. Data Center and Network Security

(a) Data Centers.

Infrastructure. Perla uses AWS data centers. Perla stores all production data in physically secure AWS data centers.

Redundancy. Infrastructure systems have been designed to eliminate single points of failure and minimize the impact of anticipated environmental risks. Dual circuits, switches, networks or other necessary devices help provide this redundancy. The Services are designed to allow Perla to perform certain types of preventative and corrective maintenance without interruption. All environmental equipment and facilities have documented preventative maintenance procedures that detail the process for and frequency of performance in accordance with the manufacturer’s or internal specifications. Preventative and corrective maintenance of the data center equipment is scheduled through a standard change process according to documented procedures.

Power. The data center electrical power systems are designed to be redundant and maintainable without impact to continuous operations, 24 hours a day, 7 days a week. In most cases, a primary as well as an alternate power source, each with equal capacity, is provided for critical infrastructure components in the data center. Backup power is provided by various mechanisms such as uninterruptible power supplies (UPS) batteries, which supply consistently reliable power protection during utility brownouts, blackouts, over voltage, under voltage, and out-of-tolerance frequency conditions. If utility power is interrupted, backup power is designed to provide transitory power to the data center, at full capacity, for up to 10 minutes until the backup generator systems take over. The backup generators are capable of automatically starting up within seconds to provide enough emergency electrical power to run the data center at full capacity typically for a period of days.

Server Operating Systems. Perla servers use a Linux based implementation customized for the application environment. Data is stored using proprietary algorithms to augment data security and redundancy. Perla employs a code review process to increase the security of the code used to provide the Services and enhance the security products in production environments.

Businesses Continuity. Perla has designed and regularly plans and tests its business continuity planning/disaster recovery programs.

(b) Networks and Transmission.

Data Transmission. Data centers are typically connected via high-speed private links to provide secure and fast data transfer between data centers. This is designed to prevent data from being read, copied, altered or removed without authorization during electronic transfer or transport or while being recorded onto data storage media. Perla transfers data via Internet standard protocols.

External Attack Surface. Perla employs multiple layers of network devices and intrusion detection to protect its external attack surface. Perla considers potential attack vectors and incorporates appropriate purpose built technologies into external facing systems.

Intrusion Detection. Intrusion detection is intended to provide insight into ongoing attack activities and provide adequate information to respond to incidents. Perla’s intrusion detection involves:

1. tightly controlling the size and make-up of Perla’s attack surface through preventative measures;
2. employing intelligent detection controls at data entry points; and
3. employing technologies that automatically remedy certain dangerous situations.

Incident Response. Perla monitors a variety of communication channels for security incidents, and Perla’s security personnel will react promptly to known incidents.

Encryption Technologies. Perla makes HTTPS encryption (also referred to as SSL or TLS connection) available. Perla servers support ephemeral elliptic curve Diffie-Hellman cryptographic key exchange signed with RSA and ECDSA. These perfect forward secrecy (PFS) methods help protect traffic and minimize the impact of a compromised key, or a cryptographic breakthrough.

2. Access and Site Controls

(a) Site Controls.

On-site Data Center Security Operation. Perla’s (or AWS) data centers maintain an on-site security operation responsible for all physical data center security functions 24 hours a day, 7 days a week. The on-site security operation personnel monitor closed circuit TV (CCTV) cameras and all alarm systems. On-site security operation personnel perform internal and external patrols of the data center regularly.

Data Center Access Procedures. Perla maintains formal access procedures for allowing physical access to the data centers. The data centers are housed in facilities that require electronic card key access, with alarms that are linked to the on-site security operation. All entrants to the data center are required to identify themselves as well as show proof of identity to on-site security operations. Only authorized employees, contractors and visitors are allowed entry to the data centers. Only authorized employees and contractors are permitted to request electronic card key access to these facilities. Data center electronic card key access requests must be made through e-mail, and require the approval of the requestor’s manager and the data center director. All other entrants requiring temporary data center access must: (i) obtain approval in advance from the data center managers for the specific data center and internal areas they wish to visit; (ii) sign in at on-site security operations; and (iii) reference an approved data center access record identifying the individual as approved.

On-site Data Center Security Devices. Perla’s (or AWS’s) data centers employ a dual authentication access control system that is linked to a system alarm. The access control system monitors and records each individual’s electronic card key and when they access perimeter doors, shipping and receiving, and other critical areas. Unauthorized activity and failed access attempts are logged by the access control system and investigated, as appropriate. Authorized access throughout the business operations and data centers is restricted based on zones and the individual’s job responsibilities. The fire doors at the data centers are alarmed. CCTV cameras are in operation both inside and outside the data centers. The positioning of the cameras has been designed to cover strategic areas including, among others, the perimeter, doors to the data center building, and shipping/receiving. On-site security operations personnel manage the CCTV monitoring, recording and control equipment. Secure cables throughout the data centers connect the CCTV equipment. Cameras record on site via digital video recorders 24 hours a day, 7 days a week. The surveillance records are retained for up to 30 days based on activity.

(b) Access Control.

Infrastructure Security Personnel. Perla has, and maintains, a security policy for its personnel, and requires security training as part of the training package for its personnel. Perla’s infrastructure security personnel are responsible for the ongoing monitoring of Perla’s security infrastructure, the review of the Services, and responding to security incidents.

Access Control and Privilege Management. Customer’s administrators and End Users must authenticate themselves via a central authentication system or via a single sign on system in order to use the Services.

Internal Data Access Processes and Policies – Access Policy. Perla’s internal data access processes and policies are designed to prevent unauthorized persons and/or systems from gaining access to systems used to process Customer Data. Perla designs its systems to (i) only allow authorized persons to access data they are authorized to access; and (ii) ensure that Customer Data cannot be read, copied, altered or removed without authorization during processing, use and after recording. The systems are designed to detect any inappropriate access. Perla employs a centralized access management system to control personnel access to production servers, and only provides access to a limited number of authorized personnel. Perla’s authentication and authorization systems utilize SSH certificates and security keys, and are designed to provide Perla with secure and flexible access mechanisms. These mechanisms are designed to grant only approved access rights to site hosts, logs, data and configuration information. Perla requires the use of unique user IDs, strong passwords, two factor authentication and carefully monitored access lists to minimize the potential for unauthorized account use. The granting or modification of access rights is based on: the authorized personnel’s job responsibilities; job duty requirements necessary to perform authorized tasks; and a need to know basis. The granting or modification of access rights must also be in accordance with Perla’s internal data access policies and training. Approvals are managed by workflow tools that maintain audit records of all changes. Access to systems is logged to create an audit trail for accountability. Where passwords are employed for authentication (e.g. login to workstations), password policies that follow at least industry standard practices are implemented. These standards include restrictions on password reuse and sufficient password strength. For access to extremely sensitive information (e.g. credit card data), Perla uses hardware tokens.

3. Data

(a) Data Storage, Isolation and Logging. Perla stores data in a multi-tenant environment on Perla (or AWS)-owned servers. Subject to any Instructions to the contrary (e.g. in the form of a data location selection), Perla replicates Customer Data between multiple geographically dispersed data centers. Perla also logically isolates Customer Data and, for Perla: (i) Perla logically separates each End User’s data from the data of other End Users; and (ii) data for an authenticated End User will not be displayed to another End User (unless the former End User or an Administrator allows the data to be shared). Customer will be given control over specific data sharing policies. Those policies, in accordance with the functionality of the Services, will enable Customer to determine the product sharing settings applicable to its End Users for specific purposes. Customer may choose to use logging functionality that Perla makes available via the Services.

(b) Decommissioned Disks and Disk Erase Policy. Disks containing data may experience performance issues, errors or hardware failure that lead them to be decommissioned (“Decommissioned Disk”). Every Decommissioned Disk is subject to a series of data destruction processes (the “Disk Erase Policy”) before leaving Perla’s premises either for reuse or destruction. Decommissioned Disks are erased in a multi-step process and verified complete by at least two independent validators. The erase results are logged by the Decommissioned Disk’s serial number for tracking. Finally, the erased Decommissioned Disk is released to inventory for reuse and redeployment. If, due to hardware failure, the Decommissioned Disk cannot be erased, it is securely stored until it can be destroyed. Each facility is audited regularly to monitor compliance with the Disk Erase Policy.

4. Personnel Security

Perla personnel are required to conduct themselves in a manner consistent with the company’s guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. Perla conducts reasonably appropriate background checks to the extent legally permissible and in accordance with applicable local labor law and statutory regulations.

Personnel are required to execute a confidentiality agreement and must acknowledge receipt of, and compliance with, Perla’s confidentiality and privacy policies. Personnel are provided with security training. Personnel handling Customer Data are required to complete additional requirements appropriate to their role (e.g. certifications). Perla’s personnel will not process Customer Data without authorization.

5. Subprocessor Security

Before onboarding Subprocessors, Perla conducts an audit of the security and privacy practices of Subprocessors to ensure Subprocessors provide a level of security and privacy appropriate to their access to data and the scope of the services they are engaged to provide. Once Perla has assessed the risks presented by the Subprocessor, then subject to the requirements described in Section 10.311.3 (Requirements for Subprocessor Engagement) of this Addendum, the Subprocessor is required to enter into appropriate security, confidentiality and privacy contract terms.

Previous versions of Data Processing and Security Terms:

Perla Marketplace

USER AGREEMENT & SITE TERMS OF USE

Effective February 1, 2023

This User Agreement (“Agreement”) between you (“you” or “User”) and Perla, Inc. (“Perla”, “we”, “us”), a Commonwealth of Virginia corporation with the principal place of business at 1250 Connecticut Ave NW, Suite 700, Washington, DC 20036.  You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our platform (“Site”) which is located on our website at www.goperla.com or the Site Services (including the matching services, lead generation services, Perla Academy, Perla Blog, Verification services and other services available through the Perla matching platform).

Users of our SaaS products, such as the Perla Medical or Dental Suites, should reference the following Perla Suite Terms of Use at https://terms.goperla.com/Suite.

This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time: Privacy Policy and SaaS Terms of Use. These agreements are collectively, with this Agreement, called the “Terms of Service”.

Subject to the conditions set forth herein, Perla may, in its sole discretion, amend this Agreement and any of the other agreements that comprise the Terms of Service at any time by posting a revised version on the Site. Perla will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by Perla, Perla will provide at least 30 days’ advance notice of the change but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).

YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION PROVISION IN SECTION 14 OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE SITE TERMS OF USE.

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Table of Contents              

Perla Marketplace                                                                                                                 1

USER AGREEMENT & SITE TERMS OF USE                                                                1

1. USE OF SITE & SITE SERVICES                                                                                 4

1.1 For General Use.                                                                                                       4

1.2 Matching with Advisors.                                                                                            4

1.3 Treatment of Information Submitted.                                                                          4

1.4 Risk Assumption and Precautions.                                                                              5

1.5 No Guarantees.                                                                                                         5

1.6 Reporting of Violations.                                                                                             6

1.7 Content Removal.                                                                                                      6

1.8 Posting and Communication Restrictions.                                                                   6

1.9 No False Information.                                                                                                7

1.10 No Junk or Spam Email.                                                                                          7

1.11 Unique and Bona Fide Profile.                                                                                  8

1.12 No Harassment of Perla Employees or Agents.                                                          8

1.13 Social Media.                                                                                                          8

2. PERLA ACCOUNTS                                                                                                      9

2.1 Registration and Acceptance.                                                                                     9

2.2 Account Eligibility.                                                                                                   9

2.3 Account Profile.                                                                                                        9

2.4 Account Types.                                                                                                       10

2.5 Client Account.                                                                                                       10

2.6 Advisor, Agency, and Agency Member Account.                                                      11

2.7 Account Permissions.                                                                                              11

2.8 Identity and Location Verification.                                                                           11

2.9 Usernames and Passwords.                                                                                       11

3. PURPOSE OF PERLA                                                                                                  12

3.1 Relationship with Perla.                                                                                           12

4. PERLA FEES                                                                                                                13

4.1 Fees for Advisors.                                                                                                   13

4.2 Client Fees                                                                                                              14

5. WARRANTY DISCLAIMER                                                                                        14

6. LIMITATION OF LIABILITY                                                                                     14

7. RELEASE                                                                                                                     15

8. INDEMNIFICATION                                                                                                   15

9. TERM AND TERMINATION                                                                                      17

9.1 Termination.                                                                                                           17

9.2 Account Data on Closure.                                                                                        17

9.3 Survival.                                                                                                                 17

10. PROPRIETARY RIGHTS                                                                                          18

10.1 Perla’ Proprietary Information.                                                                               18

10.2 No Use of Proprietary Information.                                                                         18

10.3 Perla’ Intellectual Property Rights.                                                                          18

10.4 Other Users’ Information.                                                                                      19

10.5 License to Posted or Accessed Content.                                                                   19

11. USER INFORMATION                                                                                              19

11.1 Privacy Statement.                                                                                                 19

11.2 Exchange of Information.                                                                                       19

11.3 Disclosure by Law.                                                                                                20

11.4 Use of Anonymous Information for Research.                                                         20

12. LINKS TO THIRD-PARTY WEB SITES / DEALINGS WITH OUR PARTNERS    20

12.1 Third Party and Affiliate Sites.                                                                               20

12.2 Third Party Content.                                                                                              21

13. COMMUNICATION AND PRIVACY                                                                        21

14. DISPUTES BETWEEN YOU AND PERLA                                                                22

14.1 Arbitration of Disputes.                                                                                          22

14.2 Exceptions to Arbitration.                                                                                      22

14.3 No Class Actions.                                                                                                  23

14.4 Arbitration Procedure.                                                                                            23

14.5 Enforcement.                                                                                                         23

14.6 Entry of Judgment.                                                                                                23

14.7 Choice of Law.                                                                                                      23

14.8 Informal Dispute Resolution.                                                                                  23

15. GENERAL PROVISIONS                                                                                           24

15.1 Right to Seek Injunction.                                                                                        24

15.2 Entire Agreement.                                                                                                  24

15.3 Modifications; Waiver.                                                                                          24

15.4 Assignability.                                                                                                        25

15.5 Severability; Interpretation                                                                                     25

15.6 Force Majeure                                                                                                       25

15.7 Prevailing Language and Location.                                                                         25

16. DEFINITIONS                                                                                                            25

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1. USE OF SITE & SITE SERVICES

1.1.   For General Use.

By using the site, and/or using the Advisor Search function or Matching Service (as defined below), you represent and warrant that you have a pending matter, consulting matter or issue about which you want the consultation of an advisor and agree to solicit advisors to consult with and represent you in your pending matter, consulting matter or issue by answering automated questions, completing an intake questionnaire, and then getting blindly matched with potential advisor(s).  Your use of the Site and the Site Services is contingent upon your providing such representations and warranties.  Matching Services consist of the following, without limitation: a wholly automated, double-blinded matching service for people in the healthcare industry or in the general public who need an expert, consultant or advisor (collectively “advisor” or “advisors”) with experience in the healthcare industry and wish to solicit an advisor for consulting services, and for advisors who wish to be matched with people in general and more specifically people in the healthcare industry who need the consulting services they offer (“Matching Services”).

1.2.  Matching with Advisors.

Perla Site and Site Services are intended solely for use in the United States and U.S. territories. All of our listed advisors are located in the United States.  Perla does not currently intend to collect data or information from any EU citizens. You hereby represent and warrant that you are not an EU citizen, and your use of the Site and Site Services is contingent upon the truthfulness and ongoing validity of those representations and warranties. You will only use the Site and Site Services in a manner consistent with this Agreement and any and all applicable local, state, national and international laws and regulations. By using the Site and Site Services, you represent that you have not been designated by the United States government, any state government, and or any other government or regulatory body as a person, of whatever kind, to whom use of the Site and or provisions of the Site Services are prohibited. You're responsible for determining whether the use of the Site and Site Services is legal in your jurisdiction.

1.3. Treatment of Information Submitted.

You are solely responsible for and assume all liability regarding the truthfulness and validity of, (i) the information and content you contribute to the Site and Site Services, (ii) the information and content you post, transmit, publish, or otherwise make available (hereinafter “Post”) through the Site and Site Services; and (iii) your interactions with other Users through the Site and Site Services. We do our best to secure and treat as confidential the information you provide through our Site in response to our automated questions and intake questionnaire , meaning we only share it internally and with your potential advisor matches as needed to assist you. However, no data security measures are guaranteed effective, and you should not provide information you do not feel comfortable sharing with us and with potential advisors. Moreover, when matching with advisors, you should always consult with your matched advisor concerning whether and when an advisor-client relationship (e.g., attorney-client relationship) has been established, and not assume that an initial communication establishes a client relationship or is privileged and confidential unless and until the advisor gives you that assurance.

1.4.  Risk Assumption and Precautions.

You assume all risks when using the Site and Site Services, including but not limited to all of the risks associated with any online or offline interaction with other Users. You agree to take all necessary precautions when meeting with advisors with whom you have been matched. If you are not satisfied with an advisor with whom you were matched, you may elect to be matched to another advisor. It is recommended that the terms of any agreement for consultant work, including specifically what payments will be required for what services, should be arranged for, and memorialized between you and your advisor in a written engagement agreement. This establishes the terms of your advisor relationship and protects both you and your advisor.  You understand and assume the risk of failure to finalize the terms of representation with your advisor in a written engagement agreement may result in lack of evidence of proof of your agreement if a dispute arises.

1.5.  No Guarantees.

While we will work with you to find you an advisor to assist you with your consultancy needs, Perla may not be able to provide suitable matches for everyone seeking to use the Site Services. A “Match” is defined as the point where a general user submits information to Perla, and Perla’s wholly automated matching system indicates that there is one or more advisor(s) available to be matched with the general user in response to the information provided. Perla makes no guarantees as to the number or frequency of matches generated through the Matching Services, or to the advisors’ ability or availability to perform services once matched. You understand that, except as otherwise stated in this section Perla makes no guarantees, representations, or warranties, either express or implied, regarding your ultimate ability to engage any potential advisor that you are matched with through the Matching Service or as to the capabilities or conduct, professional or otherwise, of such individual(s) during the representation. Perla cannot guarantee the outcome of any consultation matter or issue or legal case.

​​​ ​​​​1.6.  Reporting of Violations.

You will promptly report to Perla any violation of the Agreement upon such violation becoming known to you, including but not limited to, any violation by other users.

1.7.  Content Removal.

Perla reserves the right, but has no obligation, to monitor the information or material you submit to the Site, through the Site Services, or through social media platforms. Perla will have the right to remove any such information or material that in its sole opinion violates, or may violate, any applicable law, the letter or spirit of this Agreement, or upon the reasonable request of any third party. Perla Further reserves the right to remove matches previously delivered to you, in its reasonable discretion, in order to assure that you and/or other members have quality experience on the Site.

1.8.  Posting and Communication Restrictions.

You will not post on the Site, transmit to other Users, communicate any content (or links thereto), or otherwise engage in any activity on the Site, through the Site Services, or through our media platforms, that:

i. promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual;

ii. is intended to or tends to harass, annoy, threaten or intimidate any other Users of the Site or Site Services;

iii. is defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, obscene, or otherwise objectionable;

iv. contains others’ copyrighted content and/or content in which others have intellectual property rights (e.g., music, movies, videos, photographs, images, logos, slogans, software, etc.) without obtaining express written permission first from the owner of such intellectual property;

v. contains video, audio, photographs, or identifying images of another person without his or her express written permission; however, in no case shall you post on the Site, transmit to other Users, or communicate any content (or links thereto) containing any information, video, audio, photographs, or identifying images referring or relating to anyone under 18 years of age;

vi. promotes or enables illegal or unlawful activities, such as instructions on how to make or buy illegal weapons or drugs, violate someone's privacy, harm or harass another person, obtain others' identity information, create, or disseminate computer viruses, or circumvent copy-protect devices;

vii. intended to defraud, swindle, or deceive other Users of the Site Services;

viii. contains viruses, time bombs, trojan horses, cancelbots, worms or other harmful, or disruptive codes, components, or devices;

ix. promotes or solicits involvement in or support of a political platform, religion, cult, or sect;

x. disseminates another person's personal information without his or her permission, disseminates personal information referring or relating to anyone under 18, and/or collects or solicits another person's personal information for commercial or unlawful purposes;

xi. is off-topic, meaningless, or otherwise intended to annoy or interfere with others' enjoyment of the Site and Site Services;

xii. impersonates, or otherwise misrepresents affiliation, connection, or association with, any person or entity;

xiii. solicits gambling or engages in any gambling or similar activity;

xiv. uses scripts, bots, or other automated technology to access the Site or Site Services;

xv. uses the Site or Site Services for chain letter, junk mail or spam e-mails;

xvi. collects, solicits, uses, or reveals data or information about anyone under 18; or

xvii. is in any way used for or in connection with spamming, spimming, phishing, trolling, or similar activities.

1.9. No False Information.

You will not provide inaccurate, misleading, or false information to Perla or to any other User. If you discover that information provided to Perla or another Users subsequently becomes inaccurate, misleading, or false, you will promptly notify Perla of such change.

1.10.   No Junk or Spam Email.

You will not transmit any chain letters, junk, or spam e-mail to other Users. Further, you will not use any information obtained from the Site or Site Services in order to contact, advertise to, solicit, or sell to any User without their prior explicit consent. If you breach the terms of this subsection and send or post unsolicited bulk email, "spam" or other unsolicited communications of any kind through the Site or Site Services, you acknowledge that you will have caused substantial and irreparable harm to Perla, and, further, that legal, monetary relief will not fully compensate Perla for the breach. You therefore agree that Perla may seek immediate, extraordinary relief in a court of competent jurisdiction, including but not limited to temporary restraining orders, preliminary injunctions and/or permanent injunctions, in addition to any request for legal, monetary relief, without posting bond or other security, in the event of any alleged breach of this subsection. Moreover, you also agree that the exact amount of harm caused to Perla would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay Perla $500 for each unsolicited communication you send and/or that is received through the Site or Site Services as the result of your actions. Finally, in any dispute arising under this subsection of this agreement, the prevailing party shall be awarded his or her reasonable attorney’s fees and costs.

1.11. Unique and Bona Fide Profile.

As a User of the Matching Services, when you are allowed to create a unique profile with your information, you agree to create only one profile, which you commit to keeping up-to-date and accurate. In addition, your use of the Matching Service must be for the purpose of soliciting an advisor to represent or provide consulting to you in a pending matter or issue in order to maintain the integrity of the Matching Service. Not all advisor Users are available for matching at all times. Moreover, from time to time, Perla may create test profiles in order to monitor the operation of the Site Services.1.12.  No Harassment of Perla Employees or Agents.

You will not harass, annoy, intimidate, or threaten any Perla employee or agent engaged in providing any portion of the Site and Site Services to you.

1.13.  Social Media.

We may provide you the option to create a User Account and connect your Perla profile or Account to your Accounts on social networking sites (such as Facebook, Twitter, Google+, or LinkedIn) for the purpose of logging in, uploading information or enabling certain features on the Site Service. THIS IS INTENDED SOLELY FOR THE PURPOSE OF PROVIDING CONVENIENCE TO YOU AS THE USER WHEN ACCESSING YOUR PERLA ACCOUNT. When enabling this feature, we will disclose to you the information we collect from the connected social networking site and will use such information in compliance with our Privacy Policy. By connecting your Perla Account(s) on any social networking site, you hereby consent to the continuous release of information about you to Perla. We will not send any of your Perla Account information to the connected social networking site without first disclosing that to you. Currently, you are only able to sign to generate a Perla Account using LinkedIn sign in.  If you create your Perla Account using LinkedIn sign in, you can always disconnect the Accounts by contacting Perla Support to delete your Account.  Alternatively, each social network may further allow you to set privacy controls around your information on their system, and Perla’ collection of information will always follow such controls and permissions. This feature is subject to continuous change and improvement by us, and each social networking site involved, and therefore the available features and shared information are subject to change.

2. PERLA ACCOUNTS

2.1  Registration and Acceptance.

By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Use when prompted on the Site, you agree to abide by this Agreement and the Terms of Service.

To access and use certain portions of the Site and the Site Services (such as User dashboards), you must register for an Account. Subject to this Agreement, certain portions of the Site are available to Site visitors, including those portions before your Account registration is accepted. Perla reserves the right to decline a registration to join Perla or to add an Account of any type (i.e., as a Client or Advisor), for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.

Your privacy is important to Perla and your information will be handled in accordance with our Privacy Policy, which is part of the Terms of Service, and applicable law.

2.2. Account Eligibility.

Perla offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you: (a) are an employee or agent of and authorized to act for and bind an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Advisor Services; and (d) are either a legal entity or an individual who is 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) in each case who can form legally binding contracts.

2.3. Account Profile.

To register for an Account to join the Site and use the Site Services, you must complete a User profile (“Profile”), which you consent to be shown to other users and/or the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or Site Services or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.

2.4. ​​​​​​​ Account Types.

As described in this Section, there are a number of different account types. Perla may offer the option to register for multiple account types, at is sole discretion.  In the event you are permitted to register for more than one account type, once you register for one Account type, you can add the other account types under the same username and password. For example, if you already have an Advisor Account (defined below), you can add a Client Account (defined below) as a separate Account type in settings without re-registering. You agree not to have or register for more than one Account without express written permission from Perla. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.

​​​​​​​2.5.  Client Account.

When available, you can register for an account or add an account type to use the Site and Site Services as a Client (a “Client Account”).

2.6. ​​​​​​​​​​​​​​ Advisor, Agency, and Agency Member Account.

You can apply for and register for an account or add an account type (if permitted) to use the Site and Site Services as an Advisor (a “Advisor Account”).  Perla reserves the right to review the background of each Advisor before they are allowed to make an account on the platform for matching.  This background check process may take some time.  At no time, Perla is responsible for completing the background check in a specified time. Perla strives to but is not obligated to complete all background checks expeditiously and within 48 hours.

​​​​​​​2.7.  Account Permissions.

You agree not to request or allow another person to create an account on your behalf, for your use, or for your benefit. If any such User violates the Terms of Service, it may affect your ability to use the Site and Site Services. Upon closure of one User type account, Perla may close any or all related accounts.

​​​​​​​2.8.  Identity and Location Verification.

When you register for an account and from time to time thereafter, your account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your licenses, and your ability to act on behalf of your business on Perla. You authorize Perla, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents. During verification some Account features may be temporarily limited. When a verification is successfully completed, Account features will be restored.

2.9. ​​​​​​​​​​​​​​ Usernames and Passwords.

Each User (e.g., Clients or Advisors) who uses the Site and Site Services must register for their own Account. When you register for an account, you will be asked to choose a username and password for the account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password. You agree not to share your username or password with any person, and, if you are a legal entity who is not a natural person, to only share your username and password with a person who is authorized to use your account. You authorize Perla to assume that any person using the Site or Site Services with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your account or any unauthorized access to the password for any account. You further agree not to use the account or log in with the username and password of another user of the Site or Site Services if (a) you are not authorized to use both; or (b) the use would violate the Terms of Service.

3. PURPOSE OF PERLA

The Site is a matching marketplace where Clients and Advisors are automatically matched based on the consultancy desires of the Client and the skills of Advisors. Subject to the Terms of Service, Perla provides the Site Services to users, including hosting and maintaining the Site.

3.1. Relationship with Perla.

Perla merely makes the Site and Site Services available to enable Clients to find Advisors and Advisors to offer their services to Clients in an automated fashion. Perla does not select projects for Advisors or select Advisors for Clients. Through the Site and Site Services, Advisors may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Advisors that may offer the services they seek; at all times, however, Users (Clients or Advisors) are responsible for evaluating and determining the suitability of any project on their own.  If users decide to enter into a service contract, the service contract is directly between the users and Perla is not a party to that service contract.

You acknowledge, agree, and understand that Perla is not a party to the relationship or any dealings between Client and Advisor. Without limitation, Users are responsible for: (a) ensuring the accuracy and legality of any User Content; (b) determining the suitability of other Users for a service contract (such as any interviews, vetting, background checks, or similar actions); (c) negotiating, agreeing to, and executing any terms or conditions of service contracts; (d) performing Advisor Services; and/or (e) paying for Advisor Services. You further acknowledge, agree, and understand that you are responsible for assessing whether to enter into a service contract with another User and for verifying any information about another User.

You also acknowledge, agree, and understand that Advisors are responsible for determining, and have the sole right to determine, which projects to accept; the time, place, manner, and means of providing any Advisor Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set.

You further acknowledge, agree, and understand that: (i) you are not an employee of Perla, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Perla will not have any liability or obligations, including under or related to service contracts and/or Advisor Services for any acts or omissions by you or other Users; (iii) Perla does not, in any way, supervise, direct, or control Users or any Advisor or Advisor Services; does not impose quality standards or a deadline for completion of any Advisor Services; and does not dictate the performance, methods or process Advisor uses to perform services; (iv) Advisor is free to determine when and if to perform Advisor Services, including the days worked and time periods of work, and Perla does not set or have any control over Advisor’s pricing, work hours, work schedules, or work location, nor is Perla involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Advisor for a project; (v) Advisor will be paid at such times and amounts as agreed with a Client in a given service contract, and Perla does not, in any way, provide or guarantee Advisor a regular salary or any minimum, regular payment; (vi) Perla does not provide Advisors with training or any equipment, labor, tools, or materials related to any service contract; (vii) Perla does not provide the premises at which Advisors will perform the work; (viii) unless otherwise agreed with their Client, Advisors may use subcontractors or employees to perform Advisor Services by delegating work on fixed-price contracts or by agreeing with their Clients to have hourly contracts for Advisor’s subcontractor(s) or employee(s); and (ix) Perla does not provide shipping services for any work product. If an Advisor uses subcontractors or employees, Advisor further agrees and acknowledges that this Section applies to Perla’s relationship, if any, with Advisor’s subcontractors and employees as well and Advisor is solely responsible for Advisor’s subcontractors and employees.

Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose Users are free at all times to engage in such other business activities and services and are encouraged to do so.

4. PERLA FEES

4.1.  Fees for Advisors.

Service Fees. Advisors will pay Perla a service fee (i.e., subscription or per lead fee)for the use of the Site Services, including when Clients access the Advisors’ profiles and/or when Clients send an email to the Advisors (the “Service Fees”). The Service Fees (to use the Site Services) are paid solely by Advisors. Advisors hereby irrevocably authorize and instructs Perla to deduct the Service Fee from the Advisors Credit Card (or other financial) Account and pay Perla on Advisor’s behalf.  From time to time, Perla may allow Advisors to receive matches and communications from Clients without paying a fee.

4.2.  Client Fees

The use of the Perla’s Matching Services is free for Clients.  Clients do not pay a fee to use the Site and Services to search for and be matched with Advisors.

5. WARRANTY DISCLAIMER

YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. PERLA MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, USER CONTENT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PERLA DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 9 (AGREEMENT TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST PERLA WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.

6. LIMITATION OF LIABILITY

Perla is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:

• your use of or your inability to use the Site or Site Services;
• delays or disruptions in our Site or Site Services;
• viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
• glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
• damage to your hardware device from the use of the Site or Site Services;
• the content, actions, or inactions of third parties’ use of the Site or Site Services;
• a suspension or other action taken with respect to your Account;
• your reliance on the quality, accuracy, or reliability of Profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Site; and
• your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.

ADDITIONALLY, IN NO EVENT WILL PERLA, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES.

7. RELEASE

In addition to the recognition that Perla is not a party to any contract between Users, you hereby release Perla, our affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Advisor Services provided to Client by an Advisor and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the Escrow Instructions.

TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

This release will not apply to a claim that Perla failed to meet its obligations under the Terms of Service.

8. INDEMNIFICATION

You agree to indemnify, defend and hold harmless Perla, its subsidiaries and/or parent companies, and each of their officers, directors, employees, agents, attorneys, and related third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees and costs) relating to or arising out of any third party claim related to (a) your use of or inability to use the Site or Site Services, (b) any user postings made by you, (c) your violation of any terms of this Agreement or your violation of any rights of a third party, or (d) your violation of any applicable laws, rules or regulations regarding, referring, or relating to the Site or Site Services. Perla reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Perla in asserting any available defenses. You further agree to indemnify and hold Perla harmless for any claims relating to or arising out of the outcome of your representation, any and all services performed by advisors that you are matched with through the Site or Site Services or that you otherwise engage, and/or for your payments or failure to make payments due to any advisors.

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9. TERM AND TERMINATION

​​​​​​​9.1.  Termination.

This Agreement will become effective upon your acceptance of the Agreement and your use of the Site or Site Services and will remain in effect in perpetuity unless terminated hereunder. Either you or Perla may terminate your Account at any time, for any reason or no reason, without explanation, effective upon sending written notice to the other party. Perla reserves the right to immediately suspend or terminate your access to the Site or Services, without notice, for any reason or no reason. We also reserve the right to remove your Account information or data from our Site or Services and any other records at any time at our sole discretion. You may terminate your Account by selecting "Contact Us" on the website www.goperla.com and sending a message which states that you are canceling this Agreement, or words of similar effect, or by sending an email to: Support@goperla.com with the Subject: Cancel My Account. Please include the e-mail address associated with your Account, your name, business name, business address and profession in this notice. Following any termination of any User's use of the Site or Services, Perla reserves the right to (a) send a notice thereof to other Users with whom you have corresponded, and (b) provide those users with a summary of the reasons for your Account closure. YOU AGREE THAT PERLA WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.

​​​​​​​9.2.  Account Data on Closure.

Except as otherwise required by law, if your Account is closed/terminated for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and any closure of your Account may involve deletion of any content stored in your Account for which Perla will have no liability whatsoever. Perla, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.

​​​​​​​9.3.  Survival.

After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or Perla from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.

10. PROPRIETARY RIGHTS

​​​​​​​10.1.  Perla’ Proprietary Information.

You hereby acknowledge and agree that Perla is the owner of highly valuable proprietary information pertaining to the Site and Services, including without limitation, Perla’ matching system, Perla’s mark (PERLA^®), profile and reviewing systems, automated questions and intake questionnaires, alerts and notifications, and other case management systems (collectively, "Proprietary Information"). Perla owns and hereby retains all of its proprietary rights in the Site and Site Services, including but not limited to, its proprietary rights in any and all Proprietary Information.

​​​​​​​10.2.  No Use of Proprietary Information.

You will not post, copy, modify, transmit, disclose, show in public, create any derivative works from, distribute, make commercial use of, or reproduce in any way, any Proprietary Information accessible via the Site or Services, without first obtaining the express prior written consent of Perla.

​​​​​​​10.3.  Perla’ Intellectual Property Rights.

You hereby acknowledge that any and all of Perla Intellectual Property Rights pertaining to Perla, its Site and Services, remain the sole and exclusive rights of Perla. You further acknowledge that nothing in this agreement intends to or does grant any Intellectual Property Rights to you or allows you the right to access or use Perla’ Intellectual Property.  “Intellectual Property” and “Intellectual Property Rights” shall have the broadest possible meaning, and shall include, without limitation, any and all common law and registered intellectual property rights, patents and/or applications, trademarks and/or trademarks and/or trademark applications, copyrights and/or copyright applications, trade secrets, processes or systems, sales and distribution networks, logos, websites, designs, advertising or promotional materials, automated questionnaires or related research, and/or information related in any way to Perla and its Site and Services which now exist, or at any point in the future shall exist, as well as any derivative works, moral rights, and/or other artistic rights associated in any way whatsoever with any of the foregoing.  You agree to respect and not infringe Perla’ Intellectual Property Rights, and further agree not to make commercial use of Perla’ Intellectual Property, without first obtaining the express prior written consent of Perla.  

​​​​​​​10.4.  Other Users’ Information.

Other Users may post copyrighted information on the Site or through the Site Services, which has copyright protection whether or not it is identified as copyrighted. You agree that you will not copy, modify, publish, transmit, distribute, perform, display, commercially use, or sell any proprietary information of Perla or any third-party user that may be made available via the Site or Site Services, without first obtaining the express prior written consent of the owner of such proprietary rights.

​​​​​​​10.5.  License to Posted or Accessed Content.

You may elect to post information or content to any profile pages or other public area of the Site or Site Services, and you may further elect to link your Perla profile or Account to any of your social network accounts, for the purpose of linking or posting content to the public areas of the Site or Services, or to populate your profile. You agree that you automatically grant, and you represent and warrant that you have the right to grant, to Perla and its users, an irrevocable, perpetual, non-exclusive, fully-paid, worldwide license to use, reproduce, publicly perform, publicly display and distribute information and content you link or post to the public areas of the Site or Site Services and your profile, and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sub-licenses of the foregoing. From time to time, Perla may create, test, and/or implement new features or programs on the Site in which you may voluntarily choose to participate or may be a part of a test group with special access, in accordance with the additional terms and conditions of such features or programs. By your participation in such features or programs, you grant Perla the rights stated in this subsection in connection with the additional terms and conditions (if any) of such features or programs.

11. USER INFORMATION

​​​​​​​11.1.  Privacy Statement.

For information about the collection and possible use of information and material provided by you to Perla, please click on the Privacy Policy located on the Site. Your use of the Site and the Site Services is contingent upon your consenting to the terms of Perla’ Privacy Policy.

​​​​​​​11.2. Exchange of Information.

Your responses to your automated questions and intake questionnaire are shared with your potential Advisor matches at the time you generate and send an email to the Advisors. You may, at your discretion, exchange additional information with your Advisor match by populating the text portion of the email and sending the Advisor an email from the Perla Site.  You acknowledge that email is not a secure method for transmitting sensitive information, such as Personal Health Information or Financial Information and take full responsibility if your data is breached when sending an email using the Site and Site Services.

​​​​​​​11.3. Disclosure by Law.

You acknowledge and agree that Perla may disclose information you provide if required to do so by law, at the request of a third party provided that notice has been given to you of the request, or if we, in our sole discretion, believe that disclosure is reasonable to (1) comply with the law, requests or orders from law enforcement, or any legal process (whether or not such disclosure is required by applicable law); (2) protect or defend Perla, your, or a third party's, rights or property; or (3) protect someone's health or safety, such as when harm or violence against any person (including a user) is threatened.

​​​​​​​11.4.  Use of Anonymous Information for Research.

You agree to allow Perla to anonymously use the information from you and your experiences provided through the Site and Site Services to conduct research to improve the Site and Services.  By way of example only, Perla will monitor the popularity of certain areas of its Site and Site Services and their features, to determine how to improve the functionality of the Site and Site Services and assess what further products, features, and services to offer in the future.  However, we will not publish research containing your personal information. For further information, please see our Privacy Policy.

12. LINKS TO THIRD-PARTY WEB SITES / DEALINGS WITH OUR PARTNERS

​​​​​​​12.1.  Third Party and Affiliate Sites.

The Site, Site Services, and Perla’ newsletters and emails may contain display ads or special offerings from our partners and links to web sites of these third-party partners. Further, Clients may access the Perla Site through Perla affiliate sites, such as healthcare associations, which affiliate sites may contain their own content, advertisement and collect their own data. Third party content and third-party site actions are not under the control of Perla, and Perla is not responsible for the content of any linked site or any link contained in a linked site (including healthcare association websites), or any changes or updates to such websites. Perla provides these offerings and links to you only as a convenience because we have a business partnership with the third-party or affiliate making the offer (we do not accept payment from our partners for making these offers to you) and the inclusion of any display ad or link does not imply that Perla endorses or accepts any responsibility for the content on such third-party web site. Your correspondence or business dealings with, or participation in offers or promotions from those third parties or affiliates found on their site or through the Site and Services (including payment and delivery of related goods or services, any personal information or opt-in contact information voluntarily given to advertisers and sweepstake sponsors, and any other terms, conditions, warranties or representations associated with such dealings) are solely between you and such third party or affiliate. You agree that Perla will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, including the sharing of the information you supply to Perla with our partners and affiliates, or as the result of the presence of such display ads or special offerings on the Site and Services. Please read our Privacy Policy to learn more about how we use your information.

12.2. ​​​​​​​​​​​​​​ Third Party Content.

Opinions, advice, statements, offers, or other information or content made available through the Site or Services, or on affiliate sites which provide access to the Site or Services of Perla, but not directly by Perla, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. PERLA DOES NOT: (i) GUARANTEE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED ON THE SITE OR SERVICES AUTHORED BY OTHERS, OR (ii) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN PERLA. UNDER NO CIRCUMSTANCES WILL PERLA BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM ANYONE'S RELIANCE ON INFORMATION OR OTHER CONTENT AUTHORED BY, POSTED ON THE SITE OR SERVICES BY, TRANSMITTED TO OR BY, OR POSTED ON AN AFFILIATE SITE BY, ANY PARTY OTHER THAN PERLA.

13. COMMUNICATION AND PRIVACY

We may use your email address to send you messages notifying you of important changes to the Services or special offers or promotions. Further, we may contact you by telephone or text message if you voluntarily provide us with your telephone number and opt into receiving text messages and alerts, in order to communicate with you regarding the Site and Services. If you do not want to receive such email messages or telephone calls (including at any wireless number you may have voluntarily provided us), please refer to our Privacy Policy to review your options.

14. DISPUTES BETWEEN YOU AND PERLA

​​​​​​​14.1.  Arbitration of Disputes.

You and Perla agree that any and all disputes arising out of or related to the Site, the Services, this Agreement and/or any policies or practices of Perla (a “Dispute”), will be subject to FINAL AND BINDING ARBITRATION as set forth in this section, and may only be resolved through an individual arbitration administered by the American Arbitration Association (AAA), to the maximum extent permitted by the Federal Arbitration Act (FAA).  YOU AND PERLA AGREE THAT WE ARE EACH GIVING UP OUR RIGHT TO GO TO COURT in connection with a Dispute (subject to the exceptions listed in Section 14.2), and that our rights will be determined by a NEUTRAL ARBITRATOR OR ARBITRATION PANEL, NOT A JUDGE OR JURY.  Notwithstanding the above, Perla is always interested in attempting to resolve any disputes by amicable and informal means, and we encourage you to contact us before resorting to arbitration. If you have an issue, question or concern about the Site or Services and are contemplating arbitration, please direct your inquiries to us at legalnotice@goperla.com.

​​​​​​​14.2.  Exceptions to Arbitration.

The only exceptions to this agreement to arbitrate Disputes are (i) in the event that Perla brings legal and/or equitable claims (including but not limited to claims for injunctive relief) in accordance with Section 1.10 of this Agreement regarding, referring or relating to your use of the Site and Services, in which case Perla may elect to have such claims heard in any court of competent jurisdiction; (ii) in the event that Perla brings legal and/or equitable claims regarding, referring or relating to the misuse, misappropriation, infringement and/or other violation of Perla’ proprietary rights in its Proprietary Information in accordance with Sections 10.1 and 10.2 of this Agreement, in which case Perla may elect to have such claims heard in any court of competent jurisdiction; (iii) in the event that Perla brings legal and/or equitable claims regarding, referring or relating to the misuse, misappropriation, infringement, and/or other violation of Perla’ Intellectual Property Rights in accordance with Section 10.3 this Agreement, in which case Perla may elect to have such claims heard in any court of competent jurisdiction; and (iv) in the event Perla seeks an injunction or other extraordinary relief as provided for in Section 15.1 of this Agreement.

​​​​​​​14.3   No Class Actions.

YOU AND PERLA ACKNOWLEDGE THAT NEITHER OF US WILL BRING OR PARTICIPATE IN ANY CLASS ACTION OR OTHER CLASS PROCEEDING IN CONNECTION WITH ANY DISPUTE WITH THE OTHER PARTY. Further, neither you nor Perla agrees to class arbitration or any arbitration where a person brings a dispute as a representative of other person(s).

​​​​​​​14.4.  Arbitration Procedure.

If the parties are unable to resolve a Dispute by informal means, the arbitration of Disputes will be administered by the AAA, in accordance with its Commercial Arbitration Rules, and if deemed appropriate by the arbitrator or arbitrators, the Supplementary Procedures for Consumer-Related Disputes.  The parties further agree that the arbitration will take place in Fairfax County, Virginia.

​​​​​​​14.5.  Enforcement.

The arbitrator(s) will have full and exclusive power and authority to rule on his, her and/or their jurisdiction and to decide any and all issues of arbitrability.

​​​​​​​14.6.  Entry of Judgment.

The award rendered by the arbitrator(s) will be final and binding.  Judgment on the award may be entered in court.  For clarity, the parties hereby submit to the jurisdiction of the Federal and State courts in Fairfax County, Virginia, for the purpose of confirming any such award and entering judgment thereon.

​​​​​​​14.7.  Choice of Law.

The Site Terms of Use, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Advisor located within the United States will be governed by the law of the state in which such Perla resides. However, notwithstanding the foregoing sentence, this Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).

​​​​​​​14.8.  Informal Dispute Resolution.

Before serving a demand for arbitration of a Claim, you and Perla agree to first notify each other of the Claim. You agree to notify Perla of the Claim at Perla, Inc., Attn. Legal, 1250 Connecticut Ave. NW, Suite 700, Washington, DC 20036 or by email to legalnotices@gopoerla.com, and Perla agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and Perla then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent Account information, a brief description of the Claim, and contact information, so that you or Perla, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and Perla will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.

15. GENERAL PROVISIONS

15.1 Right to Seek Injunction.

Violation of this Agreement may cause Perla irreparable harm, and therefore you agree that Perla will be entitled to seek extraordinary relief in any court of competent jurisdiction, including but not limited to temporary restraining orders, preliminary injunctions, and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that Perla may have for a breach of this Agreement.

15.2. Entire Agreement.

This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Perla relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Perla drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Perla because of the authorship of any provision of the Terms of Service.

15.3. Modifications; Waiver.

No modification or amendment to the Terms of Service will be binding upon Perla unless they are agreed in a written instrument signed by a duly authorized representative of Perla or posted on the Site by Perla. Email will not constitute a written instrument as contemplated by this Section 15.3. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.

15.4. Assignability.

Users may not assign the Terms of Service, or any of its rights or obligations hereunder, without Perla’s prior written consent in the form of a written instrument signed by a duly authorized representative of Perla. Perla may freely assign this Agreement and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.

15.5.  Severability; Interpretation

If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

15.6 Force Majeure

The parties to this Agreement will not be responsible for the failure to perform, or any delay in performance of, any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other conditions beyond the reasonable control of such party.

15.7. Prevailing Language and Location.

The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States.

16. DEFINITIONS

Capitalized terms not defined below or above have the meanings described in the Site Terms of Use or elsewhere in the Terms of Service.

“Client” means any authorized User utilizing the Site or Site Services to seek and/or obtain Advisor Services, including from another User.

“Advisor” means any authorized User utilizing the Site or Site Services to advertise or provide Advisor Services to Clients.

“Advisor Services” means all services proposed or offered to Clients by Advisors through the automated matching query.

“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, in each case, under the laws of any state, country, territory or other jurisdiction.

“Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.

“User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other content or information that you or any Site Visitor or User post to any part of the Site or provide to Perla, including such content or information that is posted as a result of matching questions.

“Work Product” means any tangible or intangible results or deliverables that Advisor agrees to create for, or actually delivers to, Client as a result of performing the Advisor Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.

Website Privacy Policy

1. What is this document and why should you read it?

This privacy notice explains how and why Perla, Inc. (also referred to as “Perla”, “we”, “our” and “us”) uses personal data about individual users of our website www.goperla.com (the “Website”) and those that access our services through APIs and through third-parties, including website users, buyers and/or Advisors (whether prospective, current or past) (together, “you”).

You should read this notice so that you know what we are doing with your personal data.

2. Our data protection responsibilities

“Personal data” is any information that relates to an identifiable natural person. Your name, address and contact details are examples of your personal data, if they identify you.

The term “process” means any activity relating to personal data, including collection, storage, use and transmission.

Whether you are a buyer, a professional or just a website user (or a combination of those) Perla is a “controller” of your personal data. This means that we make decisions about how and why we process your personal data and are responsible for making sure it is used in accordance with data protection laws.

3. What types of personal data do we collect and where do we get it from?

If you are reviewing this then you will fall into at least one of the following categories of individuals about whom we process personal data:

(a) prospective, current or past customers of Perla who register an account and/or place a buyer request (also known as a “match request”) (“Buyers”);

(b) current or past individuals who register as an Advisor on Perla to provide a service to Buyers, (“Advisors”); and/or

(c) individuals that access our Website (“Website Users”)

Accordingly, we will collect and process different types of personal data about you depending on which of these categories are relevant to you. The different types of personal data that we collect and the sources we collect it from are summarized below.

4. Personal Data Categories

Depending on how you use our Website and services, we will collect different types of personal data about you. For example, this might include things like your name, contact details, details about your business, our correspondence with you, records of your transactions with us, and how you use our services. We need these details to provide our services to you. We have set out more specific details on the categories of personal data we collect and process on Buyers, Advisors and Website Users in Table 1.

We obtain this personal data from a number of different sources. For example, this could be from you, our Website, your business website as well as third party sources such as social media. More details of the sources from which we obtain personal data about on Buyers, Advisors, and Website Users can be found in Table 1.

Table 1

5. How we use personal data and why?

We process your personal data for particular purposes, which are relevant to your relationship and engagement with us. We are required by law to always have a “lawful basis” for processing your personal data.

We use the personal data we collect for a number of different reasons, including to provide our services to you or with you, to communicate with you, to verify your identity, to make sure our website and services are functioning properly and provide the best services for you, to keep accurate records and for legal reasons.

We rely on a number of different lawful grounds or ‘bases’ in order to process your personal data. These include that we have your consent to the processing, we need to process your personal data to enter into or perform a contract with you, we need to process your personal data to comply with our legal obligations, and/or the processing is necessary for our legitimate interests (or the legitimate interests of a third party).

More details on the purposes for which we process personal data on Buyers, Advisors and Website Users, and the lawful bases we rely on, can be found In Table 2.

Table 2

It is important that you are aware that we have indicated that our processing of your personal data is either (i) necessary for us to comply with a legal obligation; or (ii) necessary for us to take steps, at your request, to potentially enter into a contract with you, or to perform it, and you choose not to provide the relevant personal data to us, we may not be able to enter into or continue our contract with you or the provision of our services.

We may also convert your personal data into statistical or aggregated form to better protect your privacy, or so that you are not identified or identifiable from it. Anonymized data cannot be linked back to you. We may use it to conduct research and analysis, including to produce statistical research and reports. For example, to help us understand and improve the use of our Website.

6. Who do we share your personal data with and why?

We may use certain trusted third-party companies and individuals to help us provide, analyze, and improve our services (including but not limited to Buyer/Professional verification, data storage, maintenance services, database management, web analytics, payment processing, and improvement of our services). These third parties will process your personal data on our behalf (as our processor). We will disclose your personal data to these parties so that they can perform those functions necessary functions.

We may also share your information with third parties, who then use your personal data for their own purposes. For example, to process payments from you or where you choose to access our services through such an application. These organizations will also use your personal data for their own, separate purposes (also as a “controller”) – they will have their own privacy notices which you should read, and they have their own responsibilities to comply with applicable data protection laws.

In certain circumstances, where necessary for the purposes set out in Table 3 below, we will also disclose your personal data to:

(a) consultants and professional advisors including legal advisors, auditors and accountants;

(b) business partners and joint ventures;

(c) a prospective seller or buyer of our business and their advisors;

(d) insurers;

(e) courts, court-appointed persons/entities, receivers and liquidators;

(f) third parties where necessary to comply with a legal obligation, to enforce a contract or to protect the rights, property or safety of our employees, customers or others;

(g) healthcare association partner you used to access our services; and

(h) to governmental departments, local government, statutory and regulatory bodies.

Table 3 – Data Categories

7. Where is your personal data transferred to?

When we share personal data about you, as set out above, this may include a transfer of your personal data to recipients outside the US. If any disclosures of personal data mean that your personal data will be transferred outside the US, we will only make that transfer in accordance with our obligations under applicable data protection laws.

8. How long do we keep your personal data for?

We will only retain your personal data for a limited period of time and for no longer than is necessary for the purposes for which we are processing it for (including as necessary to comply with our legal or regulatory obligations, resolve disputes, and enforce our agreements).

9. What are your rights in relation to your personal data and how can you exercise them?

For California Residents: You Have the Right to Obtain a Copy of Your Personal Information, Access Your Account, or Have Your Personal Information Deleted.

Because many users tend to use our Site and Services on an ongoing basis and/or at different points of their lives, we retain your personal information for continued service and convenience purposes until you advise us not to do so.

However, you have the right to ask Perla for a reasonable description of what personal information we have about you, to access your account, or to have us delete your personal information from our database.

Specifically, you may use the following options to ask Perla to identify for you the personal information it has collected about you and to provide you with a copy of it within a reasonable time after receiving your request. You may also use the following options for accessing your account and for deleting your personal information from our database in keeping with this Privacy Policy.

Perla provides users the following options for accessing your personal information previously collected and used by Perla, accessing your account, or for processing a request to delete your personal information from our database:

• Send us an e-mail at privacy@goperla.com and our Perla Customer Service Specialists will be happy to assist you;
• For any services where you have an account, you may access your account on our site and change your debit card or credit card (if applicable), e-mail address, password and other information from the account settings or preferences page; or
• You can send mail to the postal address listed in the next Section, providing us with your account information and letting us know which personal information you (1) wish to have us identify for you and/or provide you with a copy of, or (2) have deleted from our database.

If we receive a request from you for a description of your personal information or to provide you with a copy of it or delete it, we will (1) verify your request; (2) take reasonably timely steps to provide you with a description or copy of the requested information (if you have requested such a copy), to otherwise provide you with access to your account and personal information (if that is your request), or to delete your personal information from our database (if that is your request); and (3) inform any direct service providers with whom we do business to also delete the requested information.

In the event that you elect to exercise your rights under this Privacy Policy or applicable privacy laws, you will in no way be discriminated against for doing so by Perla; specifically, you will still be entitled to equal services and pricing terms from Perla as our other users.

10. General

We may update this notice from time to time to reflect changes to the type of personal data that we process and/or the way in which it is processed. We also encourage you to check this notice on a regular basis.

If you want more information about any of the subjects covered in this privacy notice or if you would like to discuss any issues or concerns with us, you can contact us at privacy@goperla.com.