User Agreement and Site Terms of Use

This User Agreement (“Agreement”) is 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 website located at www.goperla.com or any part of the rest of the Site (defined in the Site Terms of Use) or the Site Services (including the website and Perla matching platform) or the Site Services (including the matching services, lead generation services, Perla Academy and other services available through the Perla matching platform).

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

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

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

1. USE OF SITE & SERVICES

1.1. For General Use.

By using the site, and/or using the Advisor Search function or Matching Service (as defined below), you represent and warrant that you have a pending matter, consulting matter or issue about which you want the consultation of an advisor and agree to solicit advisors to consult with and represent you in your pending matter, consulting matter or issue by answering automated questions, completing an intake questionnaire, and then getting blindly matched with potential advisor(s).  Your use of the Site and the 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 advisor and wish to solicit an advisor for consulting services, and for advisors who wish to be matched with people in general and more specifically people in the healthcare industry who need the consulting services they offer (“Matching Services”).

1.2. Matching with Advisors.

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

1.3. Treatment of Information Submitted.

You are solely responsible for, and assume all liability regarding the truthfulness and validity of, (i) the information and content you contribute to the Site and Site Services, (ii) the information and content you post, transmit, publish, or otherwise make available (hereinafter “Post”) through the Site and Site Services; and, (iii) your interactions with other users through the Site and Site Services. We do our best to secure and treat the information you provide through our Site in response to our automated questions an intake questionnaire's confidential, 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 sent through the Perla platform establishes a client relationship or is privileged and confidential unless and until the advisor gives you that assurance.

1.4. Risk Assumption and Precautions.

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

1.5. No Guarantees.

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

1.6. Reporting of Violations.

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

1.7. Content Removal.

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

1.8. Posting and Communication Restrictions.

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

1. i. promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual; 
2. ii. is intended to or tends to harass, annoy, threaten or intimidate any other Users of the Site or Site Services;
3. iii. is defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, obscene, or otherwise objectionable;
4. 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;

1. 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;
2. 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;
3. vii. intended to defraud, swindle, or deceive other users of the Services;
4. viii. contains viruses, time bombs, trojan horses, cancelbots, worms or other harmful, or disruptive codes, components, or devices;
5. ix. promotes or solicits involvement in or support of a political platform, religion, cult, or sect;
6. 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;
7. xi. is off-topic, meaningless, or otherwise intended to annoy or interfere with others' enjoyment of the Site and Site Services;
8. xii. impersonates, or otherwise misrepresents affiliation, connection, or association with, any person or entity;
9. xiii. solicits gambling or engages in any gambling or similar activity;
10. xiv. uses scripts, bots, or other automated technology to access the Site or Services;
11. xv. uses the Site or Site Services for chain letter, junk mail or spam e-mails;
12. xvi. collects, solicits, uses, or reveals data or information about anyone under 18; or
13. xvii. is in any way used for or in connection with spamming, spimming, phishing, trolling, or similar activities.

1.9. No False Information.

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

1.10. No Junk or Spam Email.

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

1.11. Unique and Bona Fide Profile.

As a User of the Matching Services, when you are allowed to create a unique profile with your information, you agree to create only one profile, which you commit to keeping up-to-date and accurate. In addition, your use of the Matching Service must be for the purpose of soliciting an advisor to represent or provide consulting to you in a pending matter or issue in order to maintain the integrity of the Matching Service. Not all advisor Users are available for matching at all times. Moreover, from time to time, Perla may create test profiles in order to monitor the operation of the Site Services.

1.12. No Harassment of Perla Employees or Agents.

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

1.13. Social Media.

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

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2. PERLA ACCOUNTS

2.1. Registration and Acceptance. 

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

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

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

2.2. Account Eligibility.

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

2.3. Account Profile.

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

2.4. Account Types.

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

2.5. Client Account.

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

2.6. Advisor, Agency, and Agency Member Account.

You can apply an register for an account or add an account type (if permitted) to use the Site and Site Services as an Advisor (a “Advisor Account”).

2.7. Account Permissions.

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

2.8. Identity and Location Verification.

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

2.9. Usernames and Passwords.

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

3. PURPOSE OF PERLA

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

3.1. Relationship with Perla.

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

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

4. PERLA FEES

4.1. Fees for Advisors.

Service Fees. Advisors will pay Perla a service fee 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.

4.2. Client Fees.

Clients do not pay a fee to use the Site and Services to search for and be matched with Advisors.

5. WARRANTY DISCLAIMER

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

6. LIMITATION OF LIABILITY

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

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

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

7. RELEASE

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

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

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

8. INDEMNIFICATION

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

9. TERM AND TERMINATION

9.1. Termination

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

9.2. Account Data on Closure.

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

9.3. Survival

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

10. PROPRIETARY RIGHTS

10.1. Perla’ Proprietary Information.

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

10.2. No Use of Proprietary Information.

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

10.3. Perla’ Intellectual Property Rights.

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

10.4. Other Users’ Information.

Other Users may post copyrighted information on the Site or through the 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 Services, without first obtaining the express prior written consent of the owner of such proprietary rights.

10.5. License to Posted or Accessed Content.

You may elect to post information or content to any profile pages or other public area of the Site or 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 Services and your profile, and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sub-licenses of the foregoing. From time to time, Perla may create, test, and/or implement new features or programs on the Site in which you may voluntarily choose to participate or may be a part of a test group with special access, in accordance with the additional terms and conditions of such features or programs. By your participation in such features or programs, you grant Perla the rights stated in this subsection in connection with the additional terms and conditions (if any) of such features or programs.

11. USER INFORMATION

11.1. Privacy Statement.

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

11.2. Exchange of Information.

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

11.3. Disclosure by Law.

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

11.4. Use of Anonymous Information for Research.

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

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

12.1. Third Party and Affiliate Sites.

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

2. Third Party Content.

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

13. COMMUNICATION AND PRIVACY

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

14. DISPUTES BETWEEN YOU AND PERLA

14.1. Arbitration of Disputes.

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

14.2. Exceptions to Arbitration.

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

14.3. No Class Actions.

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

14.4. Arbitration Procedure.

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

14.5. Enforcement.

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

14.6. Entry of Judgment.

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

14.7. Choice of Law.

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

14.8. Informal Dispute Resolution.

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

15. GENERAL PROVISIONS

15.1. Right to Seek Injunction.

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

15.2. Entire Agreement.

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

15.3. Modifications; Waiver.

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

15.4. Assignability.

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

15.5. Severability; Interpretation.

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

15.6. Force Majeure.

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

15.7. Prevailing Language and Location.

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

16. DEFINITIONS

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

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

“Advisor” means any authorized User utilizing the Site or Site Services to advertise or provide Advisor Services to Clients. An Advisor is a customer of Perla with respect to use of the Site and Site Services.

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

“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 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.

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