Perla Acceptable Use Policy

Last modified:  January 1, 2024

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

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

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

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

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

Previous Versions: None

Master Service Agreement (MSA)

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1. SERVICES
   
   1. Services. Subject to Customer‘s payment of the fees (“Fees”) identified on the Order Form and/or the Statement of Work executed by the parties (“SOW”) and compliance with the terms and conditions of this Master Services Agreement (the “Agreement”), Perla Inc. (“Perla”) will provide Customer the services selected in the Order Form and SOW in accordance with the applicable Service Level Support Terms identified in Exhibit A (collectively, the “Services”) during the term in the Order Form. Upon execution by the parties, each Order Form and SOW is incorporated into this Agreement.
   2. Usage. Customer’s use of the Services is subject to any user account limits, transaction or rate limits, or similar restrictions set forth on the Order Form. If Customer exceeds such limits, then in addition to Perla’s other remedies, Perla may invoice Customer for such excess usage at the unit price set forth in the Order Form and Customer shall pay such invoice not later than 30 days following receipt. 
   3. Registration. As part of the registration process on the Perla platform, Customer will identify at least one administrative username and password for Customer’s account (the “Account”). Customer may use the administrative username and password to create standard users (each with a user password).
   4. Feedback. Customer may provide suggestions, comments or recommendations or similar inputs to Perla with respect to the Services (“Feedback”). Customer grants to Perla a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose and incorporate any Feedback into the Services.
   5. License; Customer Data. Customer hereby grants Perla a worldwide, non-exclusive, royalty-free, fully paid-up license to use, distribute, reproduce, display, perform, and create derivative works of any information, data, multimedia, video, audio, materials, or content that Customer provides to Perla via the Services (collectively, the “Customer Data”) for the purposes of (1) providing the Services to Customer and (2) developing, maintaining, supporting, or improving the Services (including following the termination of this Agreement). Perla may authorize its affiliates and contractors to exercise the foregoing rights, but remains responsible for their acts or omissions in connection with such exercise. Customer retains ownership of Customer Data.
   6. Usage Data. Perla may collect and analyse usage data and other technical information relating to the use and performance of the Services in order to improve the Services. Perla owns such usage data and Perla may use and exploit it in any manner without restriction, provided that Perla may only distribute such data externally in an anonymized and aggregated manner.
2. RESTRICTIONS AND RESPONSIBILITIES
   
   1. Intellectual Property. Customer shall not, and shall not permit, authorize, or assist any third party to: (1) modify, adapt, translate, reverse engineer, decompile, disassemble, or attempt to derive the source code of any part of the Services; (2) use or integrate the Services with any software, hardware, or system other than Customer’s Equipment; (3) sell, resell, license, sublicense, distribute, rent or lease any part of the Services or provide any third party with access to the Services; (4) disclose to any third party any results of any benchmark or other performance tests of the Services; (5) remove, alter, or obscure any proprietary rights notices contained in or affixed to the Services; (6) copy, frame, or mirror any part of the Services; (7) attempt to disrupt, degrade, impair, or violate the integrity or security of the Services, including, without limitation, by executing any form of network monitoring; (8) use the Services to store or transmit any malicious code; (9) interfere with or disrupt the integrity or performance of the Services; or (10) take any action that imposes an unreasonable or disproportionately large load on Perla’s infrastructure. Perla may monitor Customer’s use of the Services and may prohibit any use of the Services that Perla reasonably believes may violate the foregoing; provided, however, that prior to suspending any Services, Perla shall provide Customer with written notice of any such suspected violation and Customer shall have the opportunity to cure such violation during the 30-day period following receipt of such notice.
   2. Prohibited Data. Customer shall not disclose to Perla or process or submit via the Services any information that is: (1) “personal health information,” as defined under the Health Insurance Portability and Accountability Act of the United States of America; (2) financial account or payment card information; (3) biometric information; or (3) “sensitive” personal data.
   3. Equipment. Customer shall (1) obtain, maintain, and secure any equipment and ancillary services needed to connect to, access or otherwise use the Services (collectively, “Equipment”); (2) ensure that the Equipment is compatible with the Services and complies with the the equipment requirements set forth on Exhibit B; and (3) comply with all applicable third-party terms of service and privacy policies for platforms, networks and/or websites applicable to the Equipment.
   4. Third Party Services. Customer represents and warrants that to the extent Customer grants Perla access to a third-party service so that Perla may perform certain Services for Customer, Customer has the right and authority under its agreement with such third party to give Perla access to such third party service.
   5. No Export. Customer may not remove or export from the United States or allow the export or re-export of the Services or anything related thereto in violation of any export laws.
3. CONFIDENTIALITY
   
   1.  Proprietary Information. Each party (“Discloser”) has disclosed or may disclose to the other party (“Recipient”) information relating to Discloser’s business (hereinafter referred to as “Proprietary Information” of Discloser). Notwithstanding the foregoing, nothing (except the Services and underlying software, algorithms and information embodied therein) will be considered “Proprietary Information” of Discloser unless (1) it is or was disclosed in tangible or written form and is conspicuously marked “Confidential”, “Proprietary” (or the like) at the time of disclosure, (2) it is oral information identified as confidential or proprietary at the time of disclosure and is delivered in the appropriately marked written form within thirty (30) days of disclosure, or (3) if not marked, based on the nature of the information Recipient should reasonably understand it to be the confidential or trade secret information of Discloser.
   2. Use; Prohibited Use. Recipient shall not use Proprietary Information except to exercise its rights and perform its obligations under this Agreement and the Acceptable Use Policy (AUP). Recipient shall not disclose Proprietary Information to any third party without the prior written approval of Discloser. Recipient shall disclose Proprietary Information internally only to those employees, consultants, and representatives of Recipient who need to know Proprietary Information in order for Recipient to exercise its rights and perform its obligations under this Agreement and who are bound by written confidentiality obligations at least as protective as this Agreement (“Representatives”). Recipient shall ensure that all Representatives comply with this Section 3 and shall be liable to Discloser for any breach by Recipient’s Representatives. Recipient shall take precautions to prevent disclosure or use of Proprietary Information (other than as authorized in this Agreement) which are at least as effective as those taken by Recipient to protect its own Proprietary Information. Recipient shall promptly notify Discloser of any actual or suspected misuse or unauthorized disclosure of Discloser’s Proprietary Information.
   3. Exceptions. Recipient has no obligations under Section 3.2 with respect to information that (1) was public at the time of disclosure or becomes public thereafter, other than as a result of breach of this Agreement by Recipient, (2) at the time of disclosure was already in the possession of Recipient without an obligation to keep that information confidential, (3) after Discloser discloses it to Recipient, is disclosed to Recipient by a third party not known by Recipient to be under an obligation to Discloser to keep that information confidential, or (4) was independently developed by Recipient without use of or reference to Discloser’s Proprietary Information.
   4. Compelled Disclosure. If Recipient is required to disclose Proprietary Information pursuant to the order or requirement of a court, administrative agency, or other governmental body, Recipient shall, prior to any such disclosure (1) provide prompt notice to Discloser of such disclosure requirement and (2) cooperate with Discloser to obtain a protective order or otherwise prevent public disclosure of such information. Recipient shall limit any required disclosure to the particular Proprietary Information required to be disclosed.
   5. Return, Destruction. Upon termination of this Agreement, Recipient shall return to Discloser or destroy (at Recipient’s discretion) all of Discloser’s Proprietary Information in Recipient’s possession or control, provided that (1) Recipient may retain Proprietary Information that is contained in an automatic archived computer system backup; provided, however, that any such Proprietary Information contained in such automatic archived computer system backup shall be subject to the terms and conditions of this Agreement and shall be accessible only to Recipient’s IT professionals, and (2) Recipient may retain one copy of any of the Proprietary Information with its legal counsel for purposes of compliance with applicable law or legal process.
   6. Injunction. Any breach of Recipient’s obligations with respect to Proprietary Information and intellectual property rights may cause substantial harm to Discloser, which could not be remedied by payment of damages alone. Discloser has the right to seek preliminary and permanent injunctive relief for such breach in any jurisdiction where damage may occur without a requirement to post a bond, in addition to all other remedies available to it for any such breach.
   7. Survival. Recipient shall comply with its obligations under this Section 3 during the term of this Agreement and for three years thereafter, provided that with respect to any trade secret information of Discloser, Recipient’s obligations under this Section 3 shall continue for so long as such information continues to be a trade secret.
4. PAYMENT OF FEES
   
   1. Fees. Customer will pay Perla the Fees for the Services as listed on the applicable Order Form. The fees for any renewal term shall be at the lesser of Perla’s then-standard rates currently in effect or if applicable, as otherwise stated in the Order Form. Except as otherwise specified in an Order Form, (1) all Fees are based on subscriptions purchased and may include fees based on actual usage of certain features, (2) payment obligations are not cancelable and Fees paid are non-refundable, and (3) quantities purchased cannot be decreased during the applicable subscription term.
   2. Invoices. Perla will issue an invoice to Customer for the Fees. Customer shall pay invoiced amounts not later 30 days after the date of the invoice, or the Services may be terminated. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance not subject to a good faith dispute pursuant to the terms of Section 4.3 below, or the maximum permitted by law, whichever is lower, plus all expenses of collection. All Fees are exclusive of all taxes, duties, tariffs, and other governmental charges (“Taxes”). Customer is responsible for all Taxes resulting from its use of the Services other than taxes based on Perla’s net income.
   3. Disputes. If Customer believes that Perla has billed Customer incorrectly, Customer must contact Perla no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to be eligible to receive an adjustment or credit. Inquiries should be directed to Perla’s Account Manager. Perla shall respond within 5 business days after receipt of an inquiry.
5. TERM AND TERMINATION
   
   1. Term. Subject to earlier termination as provided below, this Agreement is for the initial service term as specified in the applicable Order Form (the “Initial Service Term”), and shall be automatically renewed for additional periods of the same duration as the Initial Service Term, unless either party requests termination at least 30 days prior to the end of the then-current term.
   2. Termination. In addition to any other remedies it may have, either party may terminate this Agreement upon 10 days’ written notice if the other party materially breaches any of the terms or conditions of this Agreement, and if the breach is capable of remedy, fails to promptly remedy that breach within 30 days of such notice. If this Agreement is terminated as a result of a material breach by Customer during the Initial Service Term, Customer will pay in full all remaining Fees payable through the remainder of the Initial Service Term. If this Agreement is terminated as a result of a material breach by Customer after the Initial Service Term, the Customer will pay in full for the Services up to and including the last day on which the Services are provided.
   3. Remedies. Termination of this Agreement shall not limit either party from pursuing other remedies available to it, including injunctive relief, nor shall such termination relieve Customer’s obligation to pay all fees that have accrued or are otherwise owed by Customer under any Order Form.
   4. Survival. The parties’ rights and obligations under Sections 2 (“Restrictions and Responsibilities”), 3 (“Confidentiality”), 4 (“Payment of Fees”), 6 (“Indemnification”), 7 (“Warranty and Disclaimer”), 8 (“Limitation of Liability”), and 9 (“Miscellaneous”) shall survive termination.
   5. Suspension. Without prejudice to any of its other remedies under this Agreement or at law, Perla may suspend the Services and Customer’s or any of its users’ access thereto in the event of any breach by Customer of Sections 2.1-2.5 or 7.1 of this Agreement. Any such suspension shall not be deemed a violation of this Agreement, and does not relieve Customer from its payment obligations under this Agreement. Perla shall use reasonable efforts to provide Customer with notice prior to any such suspension, and will restore access when the event giving rise to such suspension has been resolved.
6. INDEMNIFICATION; INSURANCE
   
   1. Perla Indemnity. Perla agrees, at its own expense, to indemnify, defend and hold Customer harmless against any damages, losses, liabilities, settlements and expenses (including without limitation attorneys’ fees and other costs of legal defense) in connection with any third-party suit, claim, or proceeding brought against Customer (i) alleging that the use of Services in accordance with this Agreement infringes any U.S. copyright, U.S. trademark or issued U.S. patent, or (ii) to the extent based on Perla’s gross negligence or wilful misconduct, in the case of each of (i) and (ii) provided that Customer (1) promptly notifies Perla in writing of any such suit, claim or proceeding, (2) allows Perla, at Perla’s own expense, to direct the defense of such suit, claim or proceeding, (3) gives Perla all information and assistance necessary to defend such suit, claim or proceeding, and (4) does not enter into any settlement of any such suit, claim or proceeding without Perla’s written consent. The foregoing obligations do not apply with respect to the Services or portions or components thereof (a) not supplied by Perla, (b) made in whole or in part in accordance to Customer specifications, (c) combined with other products, processes or materials where the alleged infringement would not have occurred without such combination, or (d) modified by anyone other than Perla. If the Services are held by a court of competent jurisdiction to be infringing or are believed by Perla to be infringing, Perla may, at its option and expense (i) replace or modify the Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (ii) obtain for Customer a license to continue using the Services, or (iii) if neither of the foregoing is commercially practicable, terminate this Agreement and provide Customer a proportional refund of any prepaid fees for the Services for the period following such termination. This section states Perla’s entire liability and Customer’s exclusive remedy for infringement or misappropriation of intellectual property of a third party.
   2. Customer Indemnity. Customer hereby agrees, at its own expense, to indemnify, defend and hold Perla harmless against any damages, losses, liabilities, settlements and expenses (including without limitation attorneys’ fees and other costs of legal defense) in connection with any third- party demand, claim, action, suit or proceeding that arises from (i) the Customer Data, any alleged violations of Sections 2.1 to 2.5, or otherwise from Customer’s use of Services in a manner excluded from Perla’s indemnity obligations in Section 6.1(a)-(d) above, or (ii) Customer’s gross negligence or wilful misconduct.
   3. Insurance. During the Term, Perla shall maintain commercial general liability, cyber, and such other insurance in such amounts and coverages as determined in Perla’s reasonable discretion.
7. WARRANTY AND DISCLAIMER. 

Perla warrants during the Term that (a) Perla will not materially decrease the overall security of the Services, (b) Perla will not materially decrease the functionality of the Services and (c) the Services will perform materially in accordance with the applicable Documentation. Customer’s sole and exclusive remedy for any breach of the warranties set forth herein will be Perla’s commercially reasonable efforts to modify the Services to correct the material non-conformity. In the event that Perla is unable to correct the material non-conformity in a reasonable period, Customer may terminate the Agreement and receive a proportional refund for the period of non-conformity. EXCEPT AS PROVIDED ABOVE, PERLA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR MEET CUSTOMER’S REQUIREMENTS; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS PROVIDED ABOVE, THE SERVICES ARE PROVIDED “AS IS” AND PERLA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. LIMITATION OF LIABILITY. 

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR LOSS OF BUSINESS OR PROFITS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND A PARTY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO PERLA FOR THE APPLICABLE SERVICES UNDER THIS AGREEMENT OR RELATING TO ANY SUBJECT MATTER OF THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING TYPES OF LOSSES OR DAMAGES. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION AND THE PARTIES’ INDEMNIFICATION OBLIGATIONS IS TO ALLOCATE RISKS BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF PERLA WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN.

9. GENERAL PROVISIONS. 

Perla may use subcontractors to perform its obligations under this Agreement so long as Perla remains responsible for its obligations hereunder and for the actions and omissions of such subcontractors in the provision of the Services. This Agreement shall be governed by the laws of the Commonwealth of Virginia without regard to its conflict of laws provisions. Any action or proceeding arising from or relating to this Agreement must be brought in a federal or state court in Fairfax County, Virginia, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by either party without the other party’s prior written consent, provided that Perla may assign this Agreement in connection with a change of control (whether resulting from merger, consolidation, stock transfer, asset sale or otherwise) without the prior written consent of Customer. Both parties agree that this Agreement, together with all Order Forms and SOWs, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. Any waiver or modification of this Agreement must be in a writing signed on behalf of both parties by their duly authorized representatives. In the event of a conflict between the terms of this Agreement in the absence of its Order Forms or SOWs, and the terms of such Order Forms or SOWs, the terms of such Order Forms or SOWs shall control. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind or attempt to bind Perla in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Customer shall not, directly or indirectly, solicit for employment any employees of Perla or any of its affiliated entities during the term of this Agreement and for one (1) year after termination of the Agreement, except for general solicitations for employment not targeted at Perla’s employees. Notwithstanding anything to contrary in this Agreement or any separate non-disclosure agreement between the parties, Perla may identify Customer as a customer of Perla’s services on Perla’s website and its marketing/promotional materials. Upon approval by Customer, (1) Perla may produce and publish a case study on its website regarding the Customer’s use of the Services and (2) Customer shall provide a mutually agreeable quote with respect to Perla and the Services, that Perla may use, reproduce, and distribute for Perla’s marketing and publicity purposes.

Exhibit A to Master Services Agreement

Service Level and Support Terms

1. Up-Time and Reliability. Perla will use commercially reasonable efforts to ensure that the Services will be available and operational to Customer for 99% of all Scheduled Availability Time. “Scheduled Availability Time” shall be defined as twenty-four (24) hours a day, seven (7) days a week, excluding: (1) scheduled maintenance downtime and (2) any downtime due to defects caused by Customer, one of its vendors, third party connections, utilities, or caused by other forces beyond the control of Perla (such as internet outages or outages with respect to Customer’s network or internet access). Perla shall use reasonable efforts to provide at least 5 days’ advance notice in writing (email sufficient) of any scheduled service maintenance downtime. Scheduled service maintenance downtime will only be performed between the hours of 12:01 am - 11:59 pm EST on Sundays. In the event of any unexcused downtime, Perla will issue a prorated credit to the Customer’s next regular invoice.
2. Maintenance. Perla will make available to Customer, as part of the Services, all generally available enhancements, updates and bug fixes to the Services.
3. Customer Responsibility. In addition to other responsibilities contained herein, Customer will be responsible for ongoing maintenance, management and accuracy of the customer profile data. Customer will be responsible for communicating and managing the internal onboarding and change management process.
4. Support. Perla is available to receive product support inquiries via email or the Perla website. Perla Standard Support Hours are 08:00 to 17:00 Eastern Time Monday through Friday (excluding U.S. bank holidays) for technical information, technical advice and technical consultation regarding Customer’s use of the Services.
5. Customer Support Contacts. Customer shall provide and keep current on the Accounts page in the Perla platform a list of designated contacts and contact information for Perla to contact for support services.
6. Support Types and Escalation Procedures. Customer may escalate support issues as follows and Perla will use commercially reasonable efforts to address the problem in accordance with below.

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7. Service Levels. Perla will use commercially reasonable efforts to provide the service levels for the Services as described in this Exhibit A.
8. Service Accountability and Credit. If, within any three-month period, Perla fails to meet the service levels set forth in this Exhibit A at the percentages set forth in the table below, Customer may request an invoice credit against contract consumption for such three-month period with respect to the Service for which the service level was missed. Customer may not request credits during the testing period, if applicable.

Customer will not be entitled to a consumption credit if it is in breach of the Agreement, including payment obligations.

Perla’s obligations under this Exhibit A do not apply to any downtime, suspension or termination of the Services that results from:

• Customer’s breach of the Agreement.
• Unscheduled, emergency maintenance on Perla’s Platform or an emergency caused by factors outside Perla’s reasonable control, including force majeure events such as acts of God, acts of government, flood, fire, earthquake, civil unrest, acts of terror, or Internet service provider failures or delays.
• A Customer Equipment failure, incompatibility, or misconfiguration.
• Customer’s or a provider’s submission of incomplete or inaccurate information which causes Perla to resubmit or redo such submission, application, or request.
• Any applications, requests or submissions that were not originally submitted by Perla or were transferred to Perla from a different service provider.
• Any applications, requests, or submissions that were modified by Customer after they were submitted by Perla, or for which Customer has asked Perla to resubmit other than due to an error by Perla.

If, with respect to a Services, Customer is entitled to a consumption credit three (3) or more times in any twelve (12) month period, Customer shall have the right to terminate, upon 30 days written notice to Perla and will be reimbursed any Fees Customer prepaid for such terminated Service for the period following such termination. 

Exhibit B to Master Services Agreement

Equipment Requirements

• Network Configuration: Customer shall ensure that their network configuration, including firewalls, routers, and any IP blacklist/whitelist settings, does not restrict or block access to the Services.
• Access Control: Customer is responsible for ensuring that access to any equipment used to connect to the Services is strictly controlled. Access should be granted solely to authorized individuals who require it for their specific job functions associated with the use of the Services.‍
• General Compatibility: Customer is responsible for ensuring that they use mainstream operating systems and web browsers. While specific versions and requirements may vary, adherence to widely adopted standards and regular updates will help ensure uninterrupted access to the Services.

Rules for proper usage of Perla Brand Features

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

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

Perla trademark “Do’s”:

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

Perla Brand Features “Don’ts”:

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

Website Privacy Policy

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

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

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

2. Our data protection responsibilities

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

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

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

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

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

(a) prospective, current or past customers of Perla who subscriber with or register an account (“Subscribers”); and/or

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

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

4. Personal Data Categories

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

Table 1

5. How we use personal data and why?

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

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

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

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

Table 2

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

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

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

We may use certain trusted third-party companies and individuals to help us provide, analyze, and improve our services (including but not limited to Subscriber 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, as permissible by law, we will also disclose your personal data to:

(a) business partners and joint ventures;

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

(c) insurers;

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

(e) 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; and,

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

Table 3 – Data Categories

7. Where is your personal data transferred to?

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

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

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

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

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

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

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

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

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

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

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

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

10. General

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

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