These Perla Suite Terms of Service (together, the “Agreement”) are entered into by and between Perla, Inc., a corporation with its principal offices located at 1250 Connecticut Ave. NW, Suite 700, Washington, DC 20036 (“Perla”) and the entity or person agreeing to them (“Customer”) (each, a “Party” and collectively, the “Parties”) and govern Customer’s access to and use of the Services.
1. Provision of the Services.
2. Payment Terms.
3. Customer Obligations.
5. Intellectual Property Rights; Protection of Customer Data; Feedback; Using Brand Features Within the Services.
6. Customer Support.
7. Confidential Information.
8. Terms and Termination.
10. Representations and Warranties.
12. Limitations of Liability.
1.1. Service Use. During the Term, on a non-exclusive and non-transferable basis, Perla will provide the Services in accordance with the Agreement, including the Service Level Agreement (“SLA”). Customer may use the Services ordered in the applicable Order Forms in accordance with this Agreement. Order forms are accessible from the Admin Console.
1.2. Admin Console. Customer will have access to the Admin Console, through which Customer may manage its use of the Services.
1.3. Accounts; Verification to Use Services.
1.3.1. Accounts. Customer must have an account to use the Services and is responsible for the information it provides to create the Account, the security of its passwords for the Account, and any use of its Account. Perla has no obligation to provide multiple accounts to Customer.
1.3.2. Verification to Use Services. Customer must be first verified by Perla as a healthcare provider to use the Services. Also, Customer must verify a valid Email Address to use the Services. If Customer does not have valid permission to use the Email Address or does not own or control the Email Address, then Perla will have no obligation to provide Customer with the Services and may delete the Account without notice.
1.4. Incorporated Terms. The URL Terms, including the Cloud Data Processing Addendum, are incorporated by this reference into the Agreement. Customer may in addition, be required to accept the Cloud Data Processing Addendum via the Admin Console solely for technical or operational reasons, but any such acceptance will not affect the rights or obligations of the parties as described in this Agreement or the Cloud Data Processing Addendum.
1.5.1. To the Services. Perla may make commercially reasonable changes to the Services from time to time. Perla will inform Customer if Perla makes a material change to the Services that has a material impact on Customer’s use of the Services and if Customer has subscribed with Perla to be informed about such change.
1.5.2. To the Agreement. Perla may change the terms of this Agreement from time to time and will post any such changes at https://terms.goperla.com. These changes will only take effect at the beginning of Customer’s next Order Term, at which time Customer’s continued use of the Services will constitute its acceptance of the changes. This Section 1.5.2. (Modifications to the Agreement) does not apply to changes to URL Terms.
1.5.3. To the URL Terms (except the Cloud Data Processing Addendum). Perla may change the URL Terms from time to time and will notify Customers if any such change is material. Perla may notify Customer of material SLA changes via the applicable SLA webpage. Material changes to the URL Term may become effective 30 days after notice is given, except that (i) martially adverse SLA changes will become effective 90 days after notice is given and (ii) changes applicable to new Services or functionality will be effective immediately. This Section 1.5.3. (Modifications to the URL Terms (except the Cloud Data Processing Addendum)) does not apply to changes to the Cloud Data Processing Addendum.
1.5.4. To the Cloud Data Processing Addendum. Perla may only change the Cloud Data Processing Addendum where such change is required to comply with applicable law, applicable regulation, court order, or guidance issued by a government regulator or agency, where such change is expressly permitted by the Cloud Data Processing Addendum, or where such change:
If Perla makes a material change to the Cloud Data Processing Addendum in accordance with this Section 1.5.4. (Modification to the Cloud Data Processing Addendum), Perla will post the change at the webpage containing the Cloud Data Processing Addendum.
1.5. 5. Discontinuation of Core Services. Perla will notify Customer at least 12 months before discontinuing any Core Service (or associated material functionality) unless Perla replaces such discontinued Core Service or functionality with materially similar Core Service or functionality. Nothing in Section 1.5.5. (Discontinuation of Core Services) limits Perla’s ability to make changes required to comply with applicable law, address a material security risk, or avoid a substantial economic or material technical burden. This Section 1.5.5. (Discontinuation of Core Services) does not apply to Other Services or to pre-general availability Services, offerings, or functionality.
2.1. Usage Measurement and Billing Options. Perla will determine Customer’s usage of the Services and any such determination by Perla for the purpose of calculating Fees is final. Customer may elect one of the billing options below or any other option offered by Perla when Customer places its order for the Services.
2.1.1. Basic (Monthly Subscription) Plan. If Customer selects this option, Customer will be committed to purchasing the Services for one or more monthly terms (as selected by Customer). Perla will bill Customer according to the terms associated with Customer’s elections on the Order Form.
Perla may change its offering of billing options (including my limiting or ceasing to offer any billing option) upon 30 day’s notice to Customer and any such change will take effect at the beginning of Customer’s next Order Term. Billing options may not be available to all customers. Customer may pay for the Services using the payment options listed in Section 2.2 (Payment) below.
2.2. Payment. All payments are due in the currency stated on the Order Form or invoice.
2.2.1. Credit Card or Debit Card. If Customer is paying with a credit card, debit card, or other non-invoice form of payment payments are due at the beginning of the month during which Customer will receive the Services. For credit cards or debit cards, as applicable: (i) Perla will issue an electronic bill for all applicable Fees when due, and (ii) these Fees are considered overdue 30 days after the beginning of the month during which Customer received the Services.
2.2.2. Invoices. Payments for invoices are due 30 days after the invoice date (unless otherwise specified on the Order Form) and are considered overdue after such date.
2.2.3. Other Forms of Payment. Customer may change its payment method to any other method that Perla may enable in the Admin Console, subject to acceptance by Customer of any additional terms applicable to that payment method.
2.2.4. Payment Information. Payments made via wire transfer must include the bank information provided by Perla.
2.3.1 Customer is responsible for any Taxes, and will pay Perla for the Services without any reduction for Taxes. If Perla is obligated to collect or pay any Taxes, the Taxes will be invoiced to Customer and Customer will pay such Taxes to Perla, unless Customer provides Perla with a timely and valid tax exemption certificate.
2.3.2. Customer will provide Perla with any applicable tax identification information that Perla may require under applicable law to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse Perla for) any taxes, interest, penalties, or fines arising out of any mis-declaration by Customer.
2.4. Payment Disputes. Any payment disputes must be submitted before the payment due date. If the parties determine that certain billing inaccuracies are attributable to Perla, Perla will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If a disputed invoice has not yet been paid, Perla will apply the credit memo amount to the disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice. Nothing in this Agreement obligates Perla to extend credit to any party.
2.5. Delinquent Payments; Suspension. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Perla in collecting such delinquent amounts. Further, if Customer’s payment for the Services is overdue, Perla may Suspend the Services or terminate the Agreement for breach under Section 8.3 (Termination for Breach).
2.6. No Purchase Order Number Required. Customer is obligated to pay all applicable Fees without any requirement for Perla to provide a purchase order number on Perla’s invoice (or otherwise).
2.7. Price Revisions. Perla may change the Prices at any time unless otherwise expressly agreed in an addendum or Order Form. Perla will notify Customers at least 30 days in advance of any changes. Customer’s pricing will change at the beginning of Customer’s next Order Term after the 30-day period.
3.1. Compliance. Customer will (i) ensure that Customer and its End User’s use of the Services complies with the Agreement, (ii) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Services, and (iii) promptly notify perla if Customer becomes aware of any unauthorized use of, or access to, the Services, Account, or Customer’s password. Perla reserves the right to investigate any potential violation of the Acceptable Use Policy (AUP) by Customer, which may include reviewing Customer Data.
3.2. Privacy. Customer is responsible for any consents and notices required to permit (i) Customer’s use and receipt of the Services, and (ii) Perla’s accessing, storing, and processing of data provided by Customer (including Customer Data) under the Agreement.
3.3. Restrictions. Customer will not, and will not allow End Users to (i) copy, modify, or create a derivative work of the Services; (ii) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Services (except to the extent such restriction is expressly prohibited by applicable law); (iii) sell, resell, sublicense, transfer or distribute any or all of the Services; or (iv) access or use the Services (a) to High Risk Activities; (b) in violation of the AUP; (c) in a manner intended to avoid incurring Fees (including creating multiple Customer Accounts to stimulate or act as a single Customer Account or to circumvent Service-specific usage limits or quotas); (d) to engage in cryptocurrency mining without Perla’s prior written approval; (e) to place or receive emergency service calls; (f) for materials or activities that are subject to the International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State; (g) in a manner that breaches, or causes the breach of, Export Control Laws; or (h) to transmit, store, or process health information subject to United States HIPAA regulations, except as permitted by an executed HIPAA BAA.
3.4. Administration of Services. Customer may specify through the Admin Console one or more Administrators who will have the right to access Admin Accounts. Customer is responsible for (i) maintaining the confidentiality and security of the End User Accounts and associated passwords and (ii) any use of the End User Accounts. Customer agrees that Perla’s responsibilities do not extend to the internal management or administration of the Services for Customer or any End User.
3.5. Requesting Additional Location Accounts During Order Term. Customer may purchase additional Location Accounts during an Order Term by means of an additional Order Form by ordering via the Admin Console. Such additional Location Accounts will have a prorated term ending on the last day of the applicable Order Term.
3.6. Requesting Additional End User Accounts During Order Term. Customer may purchase additional End User Accounts during an Order Term by means of an additional Order Form by ordering via the Admin Console. Such additional End User Accounts will have a prorated term ending on the last day of the applicable Order Term.
4.1. AUP Violations. If Perla becomes aware that Customer’s or any End User’s use of the Services violated the AUP, Perla will notify Customer and request that Customer correct the violation. If Customer fails to correct the violation within 24 hours of Perla’s request, then Perla may suspend all or part of Customer’s use of the Services until the violation is corrected. Suspension of the Services may include removal or unsharing of content that violates the AUP.
4.2. Other Suspension. Notwithstanding Section 4.1. (AUP Violations), Perla may immediately Suspend all or part of Customer’s use of the Services (including use of the underlying Account) if (i) Perla reasonably believes Customer’s or any End User’s use of the Services could adversely impact the Services, other customers’ or their end users’ use of the Services, or the Perla network or services used to provide the Services, (ii) there is suspected unauthorized third-party access to the Services; (iii) Perla reasonably believes that immediate Suspension is required to comply with any applicable law or regulation; or (iv) Customer is in breach of Section 3.3 (Restrictions). Perla will lift any such Suspension when the circumstances giving rise to the Suspension have been resolved. At Customer’s request, Perla will notify Customer of the basis for the Suspension as soon as is reasonably possible unless prohibited by applicable law.
5.1. Intellectual Property Rights. Except as expressly stated in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data, and Perla owns all Intellectual Property Rights in the Services.
5.2. Protection of Customer Data. Customer owns and retains all rights to the Customer’s Data. Perla will only access or use Customer Data to provide the Services to Customer or as otherwise instructed by Customer. Without limiting the generality of the preceding sentence, Perla will not process Customer Data for Advertising purposes or serve Advertising in the Services. Perla has implemented and will maintain administrative, physician and technical safeguards to protect Customer Data, as further described in the Cloud Data Processing Addendum.
5.3. Customer Feedback. At its option, Customer may provide feedback or suggestions about the Services to Perla (“Feedback”). If Customer provides Feedback, then Perla may use that Feedback without restriction and without obligation to Customer.
5.4. Using Brand Features Within the Services. Perla will display within the Services only those Customer Brand Features that Customer authorizes by uploading them into the Services. Perla will display those Customer Brand Features within designated areas of the web pages displaying the Services to Customer or its End Users. Customers may specify details of this use in the Admin Console. Perla may also display Perla Brand Features on such web pages to indicate that the Services are provided by Perla.
6.1. Customer Support. Customers who pay a Subscription Fee for Perla’s Basic Plan or a higher plan have access to email support. Email responses are provided Monday to Friday, during hours of 9am to 5pm EST. Perla support team will attempt to respond to email support questions within three business day. Perla does not promise or guarantee any specific response time. In its reasonable discretion, Perla may limit or deny access to support if it is determined that Customer is acting, or have acted in a way that results or has resulted in misuse of support or abuse of Perla representatives.
7.1. Obligation. The recipient will only use the disclosing party's Confidential Information to exercise the recipient’s rights and fulfill its obligations under the Agreement, and will use reasonable care to protect against the disclosure of the disclosing party's Confidential Information. The recipient may disclose Confidential Information only to its Affiliates, employees, agents, or professional advisors ("Delegates") who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that its Delegates use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement.
7.2. Required Disclosures. Notwithstanding any provision to the contrary in this Agreement, the recipient or its Affiliates may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient or its Affiliate uses commercially reasonable efforts to (i) promptly notify the other party before any such disclosure of its Confidential Information, and (ii) comply with the other party's reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (i) and (ii) above will not apply if the recipient determines that complying with (i) and (ii) could (a) result in a violation of Legal Process; (b) obstruct a governmental investigation; or (c) lead to death or serious physical harm to an individual.
8.1. Agreement Term. The term of this Agreement (the "Term") will begin on the Effective Date and continue until the Agreement is terminated or not renewed as stated in this Section 8 (Term and Termination). “Effective Date” is the date the Customer Subscription commences.
8.2.1. With a Basic (Monthly) Subscription. Order Terms for the Basic Subscription are monthly. At the end of each month, the Order Term will automatically renew for another month, unless canceled by Customer via the Admin Console.
8.2.2. Generally. Customers may use the Admin Console to adjust the number of Locations and End User Accounts to be renewed. Customer will continue to pay Perla the then-current Fees for each renewed Location Account or End User Account unless Customer cancels that Location or End User Account.
8.3. Termination for Breach. To the extent permitted by applicable law, either party may terminate this Agreement immediately on written notice if (i) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice of the breach, or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
8.4. Termination for Convenience. Customer may stop using the Services at any time. Subject to Customer fulfilling all its financial commitments under an Order Form or otherwise under this Agreement (including payment of all Fees for the Order Term), Customer may also terminate this Agreement for its convenience at any time on prior written notice.
8.5. Termination Due to Applicable Law; Violation of Laws. Perla may terminate this Agreement and/or any applicable Order Form immediately on written notice if Perla reasonably believes that (i) continued provision of any Service used to Customer would violate applicable law(s) or regulation(s) or (ii) Customer has violated or caused Perla to violate Anti-Bribery Laws or Export Control Laws. If Perla terminates the Agreement under Section 8.5(i), then Perla will provide a pro-rata refund of any unearned Fees actually paid by Customer applicable to the period following termination.
8.6. Effect of Termination or Non-Renewal. If the Agreement is terminated or not renewed, then (i) all rights and access to the Services will cease (including access to Customer Data), unless otherwise described in this Agreement, and (ii) all Fees owed by Customer to Perla are immediately due upon Customer’s receipt of the final electronic bill or as stated in the final invoice.
8.7. No Refunds. Unless expressly stated otherwise in this Agreement, termination or non renewal under any section of this Agreement (including the Cloud Data Processing Addendum) will not oblige Perla to refund any Fees.
9.1. Customer is permitted to state publicly that it is a customer of the Services, consistent with the Trademark Guidelines. If Customer wants to use Perla Brand Features in connection with the Services, Customer must obtain written permission from Perla and follow the guidance specified in the Trademark Guidelines. Perla may include Customer's name or Brand Features in a list of Perla customers, whether online or in promotional materials. Perla may also orally reference Customer as a customer of the Services. Neither party needs permission under this Section 9 (Publicity) to make a public statement substantially similar to a previously-approved public statement. Any use of a party's Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features. A party may revoke the other party's right to use its Brand Features under this Section 9 (Publicity) with written notice to the other party and a reasonable period to stop the use.
10.1. Each party represents and warrants that (i) it has full power and authority to enter into the Agreement, and (ii) it will comply with all laws and regulations applicable to its provision, receipt, or use of the Services, as applicable.
11.1. Except as expressly provided for in the Agreement, Perla does not make and expressly disclaims to the fullest extent permitted by applicable law (i) any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, title, non-infringement, or error-free or uninterrupted use of the Services and (ii) any representations about content or information accessible through the Services.
12.1. Limitation on Indirect Liability. To the extent permitted by applicable law and subject to Section 12.3 (Unlimited Liabilities), neither party will have any Liability arising out of or relating to the Agreement for any (i) indirect, consequential, special, incidental, or punitive damages or (ii) lost revenues, profits, savings, or goodwill.
12.2. Limitation on Amount of Liability. Each party's total aggregate Liability for damages arising out of or relating to the Agreement is limited to the Fees Customer paid during the 12 month period before the event giving rise to Liability.
12.3. Unlimited Liabilities. Nothing in the Agreement excludes or limits either party's Liability for:
13.1. Customer Indemnification Obligations. Customer will defend Perla and its Affiliates providing the Services and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from (i) any Customer Data or Customer Brand Features or (ii) Customer's or an End User's use of the Services in breach of the AUP or Section 3.3 (Restrictions).
13.2. Exclusions. Section 13.1 (Customer Indemnification Obligations) will not apply to the extent the underlying allegation arises from (i) the indemnified party's breach of the Agreement or (ii) a combination of the indemnifying party's technology or Brand Features with materials not provided by the indemnifying party under the Agreement, unless the combination is required by the Agreement.
13.3. Condition. Section 13.1 (Customer Indemnification Obligations) are conditioned on the following:
14.1. Notices. Perla will provide notices under the Agreement to Customer by sending an email to the Notification Email Address. Customer will provide notices under the Agreement to Perla by sending an email to email@example.com. Notice will be treated as received when the email is sent. Customer is responsible for keeping its Notification Email Address current throughout the Term.
14.2. Emails. The parties may use emails to satisfy written approval and consent requirements under the Agreement.
14.3. Assignment. Neither party may assign any part of this Agreement without the written consent of the other
14.4. Change of Control. If a party experiences a change of Control other than an internal restructuring or reorganization (for example, through a stock purchase or sale, asset purchase or sale, merger, or other form of corporate transaction), that party will give written notice to the other party within 30 days after the change of Control. Transfer of ownership may be managed from the Admin Console, but transferring an account or a location to another party.
14.5. Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.
14.6. Subcontracting. Perla may subcontract obligations under the Agreement but will remain liable to Customer for any subcontracted obligations.
14.7. No Agency. This Agreement does not create any agency, partnership, or joint venture between the parties.
14.8. No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
14.9. Severability. If any part of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
14.10. No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does. For clarity, Perla Affiliates are third party beneficiaries of Sections 5.3 (Customer Feedback), 7 (Confidential Information), and, where they provide the Services, 13.1 (Customer Indemnification Obligations).
14.11. Equitable Relief. Nothing in this Agreement will limit either party's ability to seek equitable relief.
14.12. U.S. Governing Law.
14.12.1. For U.S. City, County, and State Government Entities. If Customer is a U.S. city, county, or state government entity, then the Agreement will be silent regarding governing law and venue.
14.12.2. For U.S. Federal Government Entities. If Customer is a U.S. federal government entity, then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA, EXCLUDING ITS CONFLICT OF LAWS RULES. SOLELY TO THE EXTENT PERMITTED BY FEDERAL LAW, (I) THE LAWS OF THE COMMONWEALTH OF VIRGINIA (EXCLUDING VIRGINIA'S CONFLICT OF LAWS RULES) WILL APPLY IN THE ABSENCE OF APPLICABLE FEDERAL LAW AND (II) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN FAIRFAX COUNTY, VIRGINIA.
14.12.3. For All Other Entities. If Customer is any entity not identified in Section 14.12.1 (U.S. Governing Law for U.S. City, County, and State Government Entities) or 14.12.2 (U.S. Governing Law for Federal Government Entities) then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY VIRGINIA LAW, EXCLUDING THAT STATE'S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF FAIRFAX COUNTY, VIRGINIA, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.
14.13. Amendments. Except as stated in Section 1.5.2. (Modifications: To the Agreement), 1.5.3. (Modifications: To the URL Terms (except the Cloud Data Processing Addendum)), or 1.5.4. (Modifications: To the Cloud Data Processing Addendum), any amendment to this Agreement after the Effective Date must be in writing, signed by both parties, and expressly state that it is amending this Agreement. For clarity, Perla’s provision of an updated URL in place of any URL stated in this Agreement will not constitute an amendment to or modification of the terms of the Agreement.
14.14. Survival. The following Sections will survive expiration or termination of this Agreement: Section 2 (Payment Terms), Section 5 (Intellectual Property Rights; Protection of Customer Data; Feedback; Using Brand Features within the Services), Section 7 (Confidential Information), Section 8.6 (Effect of Termination or Non-Renewal), Section 11 (Disclaimer), Section 12 (Limitation of Liability), Section 13 (Indemnification), and Section 14 (Miscellaneous).
14.15. Entire Agreement. This Agreement sets out all terms agreed between the parties and terminates and supersedes any and all other agreements between the parties relating to its subject matter, including any prior versions of this Agreement. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in this Agreement.
14.16. Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order (of decreasing precedence): the Order Form, the Cloud Data Processing Addendum, the remainder of the Agreement (excluding the URL Terms), and the URL Terms (other than the Cloud Data Processing Addendum).
14.17. Headers. Headings and captions used in the Agreement are for reference purposes only and will not have any effect on the interpretation of the Agreement.
14.18. Conflicting Language. If this Agreement is translated into any language other than English, and there is a discrepancy between the English text and the translated text, the English text will govern unless expressly stated otherwise in the translation.
14.19.1 "Account" means Customer's Perla account credentials and correlating access to the Services under this Agreement.
14.19.2. "Admin Account" means a type of End User Account that Customer may use to administer the Services.
14.19.3. "Admin Console" means the online console(s) and tool(s) provided by Perla to Customer for administering the Services.
14.19.4. "Administrators" mean the Customer-designated personnel who administer the Services to End Users on Customer’s behalf, and have the ability to access Customer Data and End User Accounts. Such access includes the ability to access, monitor, use, modify, withhold, or disclose any data available to End Users associated with their End User Accounts.
14.19.5. "Advertising" means online advertisements displayed by Perla to End Users.
14.19.6. "Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.
14.19.7. "Anti-Bribery Laws" means all applicable commercial and public anti-bribery laws, including the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010, that prohibit corrupt offers of anything of value, either directly or indirectly, to anyone, including government officials, to obtain or keep business or to secure any other improper commercial advantage. Government officials include: any government employees, candidates for public office, members of royal families, and employees of government-owned or government-controlled companies, public international organizations, and political parties.
14.19.8. "AUP" means the then-current acceptable use policy for the Services stated at https://terms.goperla.com/AUP.
14.19.9. "BAA" or "Business Associate Agreement" is an amendment to the Agreement covering the handling of Protected Health Information (as defined in HIPAA).
14.19.10. "Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.
14.19.11. "Confidential Information" means information that one party (or an Affiliate) discloses to the other party under this Agreement, and that is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Subject to the preceding sentence, Customer Data is considered Customer's Confidential Information.
14.19.12. "Control" as it relates to “Change of Control” means control of greater than 50 percent of the voting rights or equity interests of a party.
14.19.13. "Core Services" means the then-current "Core Services" as described in the Services Summary, excluding any Third-Party Offerings.
14.19.14. "Customer Data" means data submitted, stored, sent or received via the Services by Customer or its End Users.
14.19.15. "Cloud Data Processing Addendum" means the then-current terms describing data protection and processing obligations with respect to Customer Data, as stated at https://goperla.com/terms#CloundDataProcessingAddendum.
14.19.16. "End Users" means the individuals who are permitted by Customer to use the Services and managed by an Administrator. For clarity, End Users may include employees of Customer Affiliates and other third parties.
14.19.17. "End User Account" means a Perla-hosted account established by Customer through the Services in order for an End User to use the Services.
14.19.18. "Export Control Laws" means all applicable export and re-export control laws and regulations, including (a) the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, (b) trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, and (c) the International Traffic in Arms Regulations ("ITAR") maintained by the U.S. Department of State.
14.19.19. "Fees" means (i) the product of the amount of the Services used or ordered by Customer multiplied by the Prices.
14.19.20. "High Risk Activities" means activities where the use or failure of the Services would reasonably be expected to lead to death, personal injury, or environmental or property damage (such as the creation or operation of nuclear facilities, air traffic control, life support systems, or weaponry).
14.19.21. "HIPAA" means the Health Insurance Portability and Accountability Act of 1996 as it may be amended from time to time, and any regulations issued under it.
14.19.22. "Including" means including but not limited to.
14.19.23. "Indemnified Liabilities" means any (i) settlement amounts approved by the indemnifying party and (ii) damages and costs finally awarded against the indemnified party by a court of competent jurisdiction.
14.19.24. "Intellectual Property Rights" means all patent rights, copyrights, trademark rights, rights in trade secrets (if any), design rights, database rights, domain name rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world.
14.19.25. "Legal Process" means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, or other valid legal authority, legal procedure, or similar process.
14.19.26. "Liability" means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.
14.19.27. "Notification Email Address" means the email address(es) designated by Customer in the Admin Console.
14.19.28 "Order Form" means the online order page or pages, or other ordering document acceptable to Perla under this Agreement, issued by Perla and accepted or executed by Customer, specifying the Services Customer is ordering from Perla under the Agreement.
14.19.29. "Order Term" means the period of time starting on the Services Start Date for the Services and continuing for the period indicated on the Order Form unless terminated in accordance with this Agreement.
14.19.30. "Other Services" means the then-current "Other Services" as described in the Services Summary, excluding any Third-Party Offerings.
14.19.31. "Prices" means the then-current applicable prices for the Services described for each respective product listed at www.goperla.com under each product category, such as Perla Medical Suite, Perla Dental Suite, or Perla Leads, unless otherwise agreed in an addendum or Order Form. Prices do not include Taxes.
14.19.32. "Services" means the then-current Core Services and Other Services.
14.19.33. "Services Start Date" means either the start date stated in the Order Form or, if none is specified in the Order Form, the date Perla makes the Services available to Customer.
14.19.34. "Services Summary" means the then-current description set out at https://terms.goperla.com/coreservices.
14.19.35. "SLA" means the then-current service level agreement(s) at https://terms.goperla.com/SLA.
14.19.36. "Suspend" or "Suspension" means disabling access to or use of the Services or components of the Services.
14.19.37. "Taxes" means all government-imposed taxes, except for taxes based on Perla's net income, net worth, asset value, property value, or employment.
14.19.38. "Term" has the meaning stated in Section 8 (Term and Termination) of this Agreement.
14.19.39. "Third-Party Legal Proceeding" means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).
14.19.40. "Third-Party Offerings" means third-party services, software, products, and other offerings that are not incorporated into the Services.
14.19.41. "Trademark Guidelines" means Perla's then-current Guidelines for Third Party Use of Perla Brand Features at https://terms.goperla.com/TrademarkGuide.
14.19.42. "URL Terms" means, collectively, the AUP, Cloud Data Processing Addendum, and SLA.
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:
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
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|
|< 99.9% - >= 99.0%||3|
|< 99.0% - >= 95.0%||7|
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
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 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.
None currently available.
"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" 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" 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" 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.
None is currently provided.
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.
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.
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
11 Cloud Data Protection Team; Processing Records 1
Appendix 1: Subject Matter and Details of the Data Processing
Appendix 2: Security Measures
This Addendum will be effective and replace any terms previously applicable to the processing of Customer from the Addendum Effective Date (as defined below).
2.1. Capitalized terms used but not defined in this Addendum shall have the meaning given to them in the Agreement:
in each case, other than on the basis of an optional data protection framework.
(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.
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.
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.
4.1. 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.
5.1. 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.
6.1. 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.
7.1. 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).
8.1. 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.
9.1. 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
10.1. 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:
(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.
11.1. 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:
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.
a) To the extent of any conflict or inconsistency between:
b) For clarity, if Customer has entered more than one Agreement, this Addendum will amend each of the Agreements separately.
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 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.
As from the Addendum Effective Date, Perla will implement and maintain the Security Measures described in this Appendix 2.
(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:
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.
(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.
(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.
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.
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:
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).
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”).
Perla Marketplace 1
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
2.1 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
3.1 Relationship with Perla. 12
4.1 Fees for Advisors. 13
4.2 Client Fees 14
9.1 Termination. 17
9.2 Account Data on Closure. 17
9.3 Survival. 17
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
11.1 Privacy Statement. 19
11.2 Exchange of Information. 19
11.3 Disclosure by Law. 20
11.4 Use of Anonymous Information for Research. 20
12.1 Third Party and Affiliate Sites. 20
12.2 Third Party Content. 21
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
15.1 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
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”).
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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”).
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.
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.
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.
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.
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.
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.
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.
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.
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.
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:
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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 firstname.lastname@example.org.
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.
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).
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.
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.
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.
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 email@example.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.
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.
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.
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.
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.
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.
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.
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.
“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.
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.
“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.
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.
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.
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.
|Purposes of processing||Your consent||Contract performance||Legal obligation||Legitimate interests (user or a third party)|
|a) Corresponding with you, responding to your requests, enquiries and/or complaints|
(to respond to you in relation to such matters)
|b) Confirming and processing leads that you may make with us|
(to process your orders)
|c) Confirming and processing credit purchases that you may make with us|
(to process your orders)
|d) Sending you service information (including direct marketing)|
(to keep you updated on requests with other helpful updates and direct marketing in other cases)
|Background and Identity Check Information|
|e) Performing ID, background and verification checks|
(to ensure that the contacts details of Buyer/Professionals are verified)
|f) Ensure and improve the operation and performance of the Website|
(to ensure the Website functions correctly and improve its functionality for the benefit of Website users)
|g) To identify your approximate geographical location|
(to provide relevant services to you and to optimize your experience)
|h) To monitor and analyze use of our services|
(to provide relevant services to you and to optimize your experience)
|i) To facilitate set up and use of your account|
(to grant you access to your account where you can securely and easily access information relevant to you)
|Buyers and Professionals|
|j) To deal with your request for a service|
(to fulfill our contractual obligation where you represent your employer or organization)
|k) To recommend suggested searches to you|
(to encourage you to use our services)
|l) To understand and analyze how users engage with and use our services|
(to personalize and improve your experience and to better understand your needs and interests)
|m) To take payment from you or the business you represent or to receive services from you or the business you represent, to deal with any complaints|
(to perform the contract where you represent your employer or organization)
|n) To share feedback and statistics on Professionals with potential Buyers|
(to provide guidance for potential Buyers selecting Professionals)
|o) To enable Professionals to provide their services through our website and otherwise to Buyers who have submitted leads to us|
(to enable Professionals to provide their services)
|p) To onboard you as a Buyer and/or Professional (which may also include background and verification checks as referred to above)|
(to be able to offer you services and, where applicable, enter into a contract where you represent your employer or organization)
|q) Establishing and enforcing our legal rights and obligations and monitoring to identify and record fraudulent activity|
(to protect our business, other buyers and the public from fraud and crime, and to enable us to deal with legal claims)
|r) Complying with requests, orders and instructions from law enforcement agencies, regulators, any court, parties to proceedings or otherwise deal with obligations required by law or regulators and to ensure good governance and compliance|
(where not binding but good governance and in the public interest)
|s) For our general record-keeping and relationship management|
(where you represent your employer or organization)
|t) To keep records required by law or to evidence our compliance with laws, including tax laws, consumer protection laws and data protection laws|
|u) Managing the proposed sale, restructuring or merging of any or all part(s) of our business, including to respond to queries from the prospective buyer or merging organization|
(to sell any part of our business)
|v) Resolving any complaints from or disputes with you|
(to try and resolve any complaint or dispute you might raise with us and to deal with legal claims)
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.
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;
(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.
|Category||Types of Personal Data|
Basic contact information and identity information
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.
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).
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.
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:
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.
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 firstname.lastname@example.org.
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