An ISO/IEC27001:2013 and ISO 27018:2019 certified cloud solution
These standard terms and conditions of use along with any other terms and policies referenced herein, and are incorporated herein by reference and form an integral part hereof, as amended from time to time (hereinafter referred to as “Terms”) constitute a valid and legally binding agreement as of the Effective Date (as defined below), governing your access to, and the use of www.perxtech.com and any related website owned or operated by Perx Technologies Pte. Ltd. (hereinafter referred to as “Sites”), and the use of, and registration with the Service (as defined below) with Perx Technologies Pte. Ltd. through the Sites, a mobile application or through any other means.
These Terms are between Perx Technologies Pte. Ltd., a private limited company duly incorporate and validly existing under the laws of the Republic of Singapore and having its registered office at 20A Tanjong Pagar Road, Singapore 088443 (hereinafter referred to as “Perx”, “us”, “we” or “our”) and you, either individually, or on behalf of your employer or any other entity which you represent (“you” or “your”).
Perx may use third-party service providers to process and/ or collect payment from you. In case you represent your company, organization, partnership, or another legal entity (hereinafter referred to as “Company”), you hereby represent that (i) you have the full legal authority to bind your Company to these Terms; and (ii) after reading and understanding these Terms, you agree to these Terms on behalf of your Company, and these Terms shall bind your Company. Please note that you are deemed to be an authorized representative of your Company if you are using your Company’s e-mail address when registering our Services and if you are Administrator (as defined below).
As set out below, there are various types of users for the Service hence, except where indicated otherwise “You” shall refer to the Customer and all types of User(s). You acknowledge that these Terms are binding, and you affirm and signify your consent to these Terms by either i) clicking on a button or ticking a checkbox for the acceptance of these Terms, or ii) registering to, using, or accessing the Service or Sites, whichever is earlier (hereinafter referred to as “Effective Date”).
If you do not agree to comply with, and be bound by these Terms or do not have authority to bind your Company, please do not accept these terms or access or use the Service or the Sites.
These Terms do not replace the separate Perx Standard Terms and Conditions ( ) which govern our relationship with enterprise clients and which are subject to separate, bilateral agreements.
2. Perx Service
The Perx Platform is a cloud-based Software-as-a-Service tool for the provision of services related to loyalty, campaign, gamification, rewards, engagement, and merchant management as well as related analytics, business insights, consulting, and advisory services, inclusive of all related modules, features and functionalities, application programming interface and other tools offered online (hereinafter referred to as “Service”). Specific Terms may apply to You or to some of the Service, such specific terms are incorporated herein by reference and form an integral part hereof.
2.2. Modification or Discontinuation of Service
Perx may add, modify, or discontinue any module, feature, functionality, or any other tool, within the Service or Site, at its own discretion, and without further notice, however, if Perx makes any material adverse change in the core functionality of the Service, then it will notify you by posting an announcement on the Sites and/ or via the Service or by sending you an e-mail.
2.3. No Contingency on Future Releases and Improvements
You hereby acknowledge that your purchase of the Service and/ or Third Party Services (as defined below) hereunder are not contingent on the delivery by us of any future release of any module, functionality, or feature, including without limitation, the continuance of: (i) a certain Service beyond its current Subscription Term; or (ii) Third Party Services, or dependent on any public comments we make, orally or in writing, regarding any future functionality or feature.
2.4. Additional Services.
You may choose to purchase additional services to be provided by Perx, subject to the terms and conditions for additional services as set out in Clause 4 below.
3. Account Registration and Administration
3.1. Account Registration
To register to the Service for the first time, you shall create an account with the Service. By creating an account (hereinafter referred to as “Account”) and registering to the Service you become, either individually or on behalf of your Company, on whose behalf you have created the Account, a Perx customer (hereinafter referred to as “Customer”). The first user of the Account is automatically assigned as the Account administrator (hereinafter referred to as “Administrator”).
3.2. Your Registration Information
When creating an Account or when you are added to an Account and creating your user profile (hereinafter referred to as “User Profile”), you: i) agree to provide us with accurate, complete, and current registration information about yourself; ii) acknowledge that it is your responsibility to ensure that your password remains confidential and secure; iii) agree that you are fully responsible for all activities that occur under your User Profile and password, including any integration or any other use of third party products or services (and associated disclosure of data) in connection with the Service; and iv) undertake to promptly notify us in writing if you become aware of any unauthorized access or use of your Account or User Profile and/ or any breach of these Terms. We may assume that any communications we receive under your User Profile have been made by you. You will be solely responsible and liable for any losses, damages, liability, and expenses incurred by us or a third party, due to any unauthorized usage of the Account by either you or any other User or third party on your behalf.
3.3. User Verification
You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your Account and/ or User Profile. If you or the Administrator lose access to an Account or otherwise request information about an Account, we reserve the right to request from you or such Administrator (as the case may be) any verification we deem necessary before restoring access to or providing information about such Account.
3.4. Account Administrator
The Administrator(s) of an Account are, severally and jointly, deemed as the authorized representatives of you as the Customer, and any decision or action made by any Administrator, is deemed as a decision or action of yours. An Administrator may assign or add other members of the Account as Administrator, which possess important privileges and controls over the use of the Service and the Account, including, without limitation: i) control your (and other Users) use of the Account; ii) purchase, upgrade or downgrade the Service; iii) create, monitor or modify Users’ actions and permissions; iv) manage the access to, control, remove, share posts or otherwise change, all or part of the Customer Data (as defined below); and v) integrate or disable integration with Third Party Services. You also acknowledge that your Account can become managed by a representative of the entity that owns or controls the e-mail address domain with which your Account was created or registered. Administrator rights are further explained in the Perx help center.
3.5. Other Users
There are several types of Account users, such as guests, viewers, and team members, all of whom are defined within the Service and referred to herein as “Authorized Users”, and collectively with the Administrator, the “Users”. The features and functionalities available to the Users are determined by the respective subscription plan governing such Account, and the privileges of each such Authorized User are assigned and determined by the Account Administrator(s). For more information on the rights, permissions, and definitions of each of the various types of Authorized Users, please visit the Perx help center.
3.6. Responsibility for Authorized Users
You are solely liable and responsible for understanding the settings, privileges, and controls for the Service and for controlling whom you permit to become a User and what are the settings and privileges for such User, including without limitation, the right for a User to invite other Users (for either paid or unpaid features and/ or functionalities), the right to incur charges on the Account, the right to access, modify or share boards, etc. You are also responsible for the activities of all of its Users, including orders they may place and how Users use the Customer Data (as defined below), even if those Users are not from the Customer’s Company. Furthermore, you acknowledge that any action taken by a User of a Customer’s Account, is deemed by us as an authorized action by you hence, you shall have no claim in relation thereto.
4. Additional Services
4.1 Perx may provide you with additional onboarding, implementation, integration, or other set-up services through its Customer Success Managers, to help you set up its Account, all as set forth in a separate order form or such other mutually agreed statement of work executed between Perx and you (hereinafter referred to as “SOW”).
4.2 Perx may also provide you with professional consulting and advisory services to assist you to optimize its use of the Service, all as set forth in a separate order form or SOW.
4.3 You may also request certain technical services related to the Service. The precise scope, fees, and services to be provided in connection with such technical services shall be set forth in a mutually agreed SOW.
4.4 Unless otherwise agreed in writing, any Additional Services will be provided for an agreed block of man days or hours and for such period(s), as set forth in a separate order form or SOW, and will be performed, unless agreed otherwise in writing, on a remote basis.
4.5 All fees for Additional Services and the relevant payment terms shall be set forth in a separate order or SOW and any such fees are non-refundable and non-cancellable.
5. Customer Data
5.1. Customer Data
Customer Data shall be defined as any data, file attachments, text, images, reports, personal information, or any other content, that is uploaded or submitted, transmitted, or otherwise made available, to or through the Service by you or any User and is processed by us on your behalf (the “Customer Data”). For the avoidance of doubt, Anonymous Information (as defined below) shall not be regarded as Customer Data. You shall retain all right, title, interest, and control, in and to the Customer Data, in the form submitted to the Service. Subject to these Terms, you grant us a worldwide, royalty-free, limited license to access, use, process, copy, distribute, perform, export, and display the Customer Data, and solely to the extent that reformatting Customer Data for display in the Service constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. The afore-mentioned license is hereby granted solely: i) to maintain and provide you the Service; ii) to prevent or address technical or security issues and resolve support requests; iii) to investigate when we have a good faith belief or have received a complaint alleging, that such Customer Data is in violation of these Terms; iv) to comply with a valid legal order, request, or other lawful process; and v) as expressly permitted in writing by you.
5.2. Responsibility for Customer Data Compliance
You represent and warrant that: i) you have or have obtained all rights, licenses, consents, permissions, power and/or authority, necessary to grant the rights granted herein, for any Customer Data that you submit, post or display on or through the Service; ii) the Customer Data is in compliance with, and subject to, our Acceptable Use Policy as set out in Clause 6 below; and iii) the Customer Data you submit, your use of such Customer Data, and our use of such Customer Data, as set forth in these Terms, do not and shall not (a) infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy, data protection or publicity rights of any third party; (b) violate any applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer and exportation (the “Laws”); (c) violate any of your or third party’s policies and terms governing the Customer Data. Other than our security and data protection obligations expressly set forth in Clause 10, we assume no responsibility or liability for Customer Data, and you shall be solely responsible for Customer Data and the consequences of using, disclosing, storing, or transmitting it. It is hereby clarified that Perx shall not monitor and/ or moderate the Customer Data and there shall be no claim against Perx for not acting so.
5.3. No Sensitive Data.
You shall not submit to the Service any data that is protected under a special law, rules, and regulations and which requires unique treatment, including, without limitation: i) special categories of data, ii) any protected health information, and iii) credit, debit or other payment card data subject to relevant payment card industry data security standards, or any other credit card schemes.
6. Acceptable Use Policy
6.1 You represent and warrant that you shall not do, or cause any other person to do, any of the following activities:
6.1.1. access (or attempt to access), tamper with, or search any portion of the Service and/ or its underlying system, network, and technology, by any means other than through the interface that is or may be provided by us in connection with the Service (e.g. scraping, spidering or crawling), unless you have been specifically allowed to do so in a separate binding agreement with us;
6.1.2. probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measure;
6.1,3. attempt to disrupt or overwhelm our infrastructure by imposing unreasonable requests or burdens on our resources (e.g. using “bots” or other automated systems to send requests to our servers at a rate beyond what could be sent by a human user during the same period of time);
6.1.4. use the Service to transmit malware or host phishing pages. You may not perform activities or upload or distribute materials or content that harm or disrupt the operation of the Service or other infrastructure of Perx or others, including Third Party Services. You may not use the Service for deceptive commercial practices or any other illegal or deceptive activities;
6.1.5. attempt to gain unauthorized access to the Services or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Service;
6.1.6. impersonate any person or entity, including, but not limited to, an employee of ours, an Administrator, the Customer, or any other Authorized User, or falsely state or otherwise misrepresent your affiliation with a person, organization, or entity;
6.1.7. use the Service to violate the privacy of others, including posting private and confidential information of others, without their express permission;
6.1.8. use the Service to perform or encourage others to perform any activities that are defamatory, libelous, or threatening, constitute hate speech, harassment, or stalking;
6.1.9. upload to, or transmit from, the Service any data (including through Customer Data and/ or Public User Submissions), file, software, or link that contains, or redirects to, a virus, Trojan horse, worm, scripting exploits, bots or other harmful component or technology that may or is intended to damage or hijack the operation of any hardware, software (including the Service), or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; and
6.1.10. misuse or otherwise use the Service in an excessive manner compared to the anticipated standard use (examined, at our sole discretion), including without limitation, consuming a massive amount of storage or excessive use of bandwidth.
6.2 The Sites may have certain features that allow you to submit comments, information, and other materials publicly (collectively, “Public User Submissions”) and share such Public User Submissions with other Users, or the public. By submitting Public User Submissions through the Sites, you grant us a license to access, use, copy, reproduce, process, adapt, publish, transmit, host, and display that Public User Submissions for any purpose, business, including without limitation, for publicizing and promoting Perx, the Service, and/ or the Sites and for any other lawful purpose, in any media format (e.g. in-print, websites. electronically, broadcast), and you hereby waive, or to the extent legally prohibited, assign to Perx, any moral rights in your Public User Submissions. You acknowledge and agree that: i) you have or have obtained all rights, licenses, consents, permissions, power and/ or authority, necessary to grant the rights granted herein, for any Public User Submissions that you submit, post, or display on or through the Service; ii) we do not control, and are not responsible for, other content and/or submissions, posted on our Sites and/ or Service by others; iii) by using the Service and/ or Sites, you may be exposed to content and/or submissions by other users or site visitors that is offensive, indecent, inaccurate, misleading, or otherwise unlawful; and iv) any Public User Submissions are submitted in accordance with, and subject to the Acceptable Use Policy set out above.
6.3. You warrant and represent that you are not, and will not encourage others, to upload, transmit or otherwise use in conjunction with the Service, any Customer Data, Public User Submissions, that:
6.3.1. exploit or abuse children, including but not limited to images or depictions of child abuse or sexual abuse, or that present children in a sexual manner;
6.3.2. infringes our or a third party’s (including Third party Service) intellectual property or other rights, including any copyright, trademark, patent, trade secret, moral rights, privacy rights of publicity, or any other intellectual property right or proprietary or contractual right;
6.3.3. is deceptive, fraudulent, illegal, obscene, defamatory, libelous, threatening, harmful, pornographic, indecent, harassing, hateful, or otherwise encouraging any illegal, tortious, or inappropriate conduct; or
6.3.4. attacks or otherwise unlawfully relate to others based on their race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability, or medical condition.
6.4. We are under no obligation to monitor your activities of the Services. However, we may systematically screen and/ or monitor any data, content, or information uploaded and/ or transmitted into our Service and Sites, at any time and for any reason, for compliance with the Acceptable Use Policy set out above and the Terms, with or without notice.
6.5. You acknowledge that it is our policy to respect the legitimate rights of copyright and other intellectual property owners, and we will respond to notices of alleged copyright infringement in accordance with our Copyright and Content Policy.
6.6. In addition to any other remedies that may be available to us, in case we suspect that the Customer Data, Public User Submission, or any of your activities, or use of the Service, are in violation of the Acceptable Use Policy set out above, these Terms or applicable Law, we may i) remove such violating Customer Data or Public User Submission, in whole or in part; and/ or ii) terminate or suspend your Account or your access to the Service, with or without advance notice and without liability for us.
7. Intellectual Property Rights and Licenses
7.1. Our Intellectual Property
The Service and Sites, inclusive of materials, such as software, application programming interface, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks (excluding Customer Data), any and all related or underlying technology and any modifications, enhancements or derivative works of the foregoing (collectively referred to as “Perx Materials”), are the property of Perx and its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. As between you and Perx, we retain all rights, titles, and interests, including all intellectual property rights, in and to the Perx Materials.
7.2. Customer Reference
We may include your name and logo in our digital marketing assets including our Sites among other targeted lead-generation campaigns. We may issue a high-level press release announcing any business relationship or partnership between us highlighting the objectives of the same and the manner in which you will use the Service. Usually upon the successful completion of the implementation and going live of the Service provided by us, we may issue a high-level press release announcing the same with supporting pre-approved key performance indicators showcasing performance. Thereafter and from time to time, we may release a further success story in the form of a high-level case study along with written and/ or video customer testimonials, subject to your optional participation. We shall coordinate all marketing efforts with appropriate communication personnel to secure approval of the press releases, if necessary, however, such approval is not to be unreasonably withheld or delayed. You may revoke such right, at any time, by contacting firstname.lastname@example.org.
7.3. Customer Access and Use Rights
Subject to the terms and conditions of these Terms, and your strict compliance thereof, and specifically in strict compliance with our Acceptable Use Policy, we grant you a limited, worldwide, non-exclusive, non-transferable right to access and use the Service and Sites during the applicable Subscription Term, solely for the Customer’s internal purposes and business use.
7.4. Customer Restrictions
Except as expressly permitted in these Terms, you may not, and shall not allow an Authorized User or any third party to: i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, resell, display, transmit, broadcast, transfer or distribute any portion of the Service or the Sites to any third party, including, but not limited to your affiliates, or use the Service in any service bureau arrangement; ii) circumvent, disable or otherwise interfere with security-related features of the Sites or Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service or Sites; iii) reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of, the Service or Sites, or any components thereof; iv) copy, modify, translate, patch, improve, alter, change or create any derivative works of the Service or Sites, or any part thereof; v) take any action that imposes or may impose (at the sole and absolute discretion of Perx) an unreasonable or disproportionately large load on the Perx infrastructure or infrastructure which supports the Sites or Service; vi) interfere or attempt to interfere with the integrity or proper working of the Service or Sites, or any related activities; vii) remove, deface, obscure, or alter Perx’s or any third party’s identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service or Sites, or use or display logos of the Service or Sites without the prior written approval of Perx; viii) use the Service or Sites for competitive purposes, including to develop or enhance a competing service or product; or ix) encourage or assist any third party (including other Authorized Users) to do any of the foregoing.
7.5. Customer Feedback
As a User of the Service and/ or Sites, you may provide suggestions, comments, feature requests, or other feedback to any of Per Materials, the Perx Service, the API (in case you are the Administrator), and/or the Sites (“Feedback”). Such Feedback is deemed an integral part of the Perx Materials and Customer Support, and as such, it is the sole property of Perx without restrictions or limitations on use of any kind. We may either implement or reject such Feedback, without any restrictions or obligations of any kind. You i) represent and warrant that such Feedback is accurate, complete, and does not infringe on any third-party rights; ii) irrevocably assign to Perx any right, title, and interest you may have in such Feedback; and iii) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights, worldwide, in or to such Feedback.
8. API Usage
We may offer an application programming interface that provides additional ways to access and use the Service (hereinafter referred to as “API“). Such API is considered a part of the Service, and its use is subject to all these Terms. You may only access and use our API for your internal business purposes, in order to create interoperability and integration between the Service and other products, services, or systems for your use. When using the API, you should follow our relevant developer guidelines. We reserve the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part of it) with or without notice. The API is subject to changes and modifications, and you are solely responsible to ensure that your use of the API is compatible with the current version.
9. Privacy and Security
Perx implements reasonable and best industry practice security measures and procedures to assist in protecting your Customer Data. Should you wish to learn more details about our security measures and procedures please reach out to email@example.com.
As a part of accessing or using the Service and the Sites, we may collect, access, use and share certain personal data from, and/ or about, you. Clause 10 below provides a detailed description of sour data collection and use practices.
9.3. Data Processing Agreement (“DPA”)
By using the Service, you also accept our Data Processing Agreement, which governs the Processing of Personal Data (as both terms are defined in the DPA) on your behalf, where such Personal Data is subject to the general data protection regulation under applicable laws, rules, and regulations.
9.4. Anonymous or Unidentifiable Information
Notwithstanding any other provision of these Terms, we may collect, use and publish Anonymous Information (as defined below) relating to your use of the Service and/ or Sites, and disclose it for the purpose of providing, improving and publicizing our products and services, including the Sites and Service, and for other business purposes. “Anonymous Information” means information that does not enable the identification of an individual, such as aggregated and analytics information. Perx owns all Anonymous Information collected or obtained by it.
10. Data Privacy
As part of providing its Service, Perx may collect, store, use and discloses the following categories of personal data: i) Customer Data which means personal data that we collect, process, and manage on behalf of Customers, submitted to the Perx Platform and its related products, integrations, add-ons, and extensions services managed and operated by Perx (hereinafter referred to collectively as “Perx Platform”), ii) User Data which personal data concerning our Customers’ internal focal persons who directly engage with Perx concerning their Perx account (e.g. billing contacts and authorized signatories), Customer’s Account Administrators, and authorized users of the Platform (hereinafter collectively referred to as “Users”); and Prospect Data which means data relating to visitors of our websites, participants at our events, and any other prospective customer, user or partner (hereinafter collectively referred to as “Prospects”) who visit or otherwise interact with our websites, digital ads and content, e-mails, or other communications under our control.
We may process such Customer Data on behalf and under the instruction of our Customer in our capacity as a “data processor” as further set out below.
If you are a Customer, User, or Prospect, please read this Clause on Data Policy carefully and make sure that you fully understand it. You are not legally required to provide us with any of your personal data and may do so (or avoid doing so) at your own free will. If you do not wish to provide us with your personal data, or to have it processed by us or any of our service providers, please simply do not visit or interact with our Sites, nor use our Services. You may also choose not to provide us with “optional” personal data (i.e. “not required” fields on forms), but please keep in mind that without it we may not be able to provide you with the full range of our Services or with the best user experience when using our Services.
10.1. Data Collection & Processing
When we use the term “personal data” under this Clause, we mean information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, to an individual. It does not include aggregated or anonymized information that is maintained in a form that is not reasonably capable of being associated with or linked to an individual.
We collect or generate the following categories of personal data in relation to the Services:
- Usage and device information concerning our Users and Prospects: Connectivity, technical and usage data, such as IP addresses and approximate general locations derived from such IP addresses, device and application data (like type, operating system, mobile device or app id, browser version, location and language settings used), activity logs, the relevant cookies and pixels installed or utilized on your device, and the recorded activity (sessions, clicks, use of features, logged activities and other interactions) of Prospects and Users in connection with our Services. We collect and generate this information automatically, including through the use of analytics tools (including cookies and pixels) and which collect data such as: how often Prospects visit or use the Sites, which pages they visit and when, which website, ad, or e-mail message brought them there, and how Users interact with and use the Platform and its various features.
- Contact and profile information concerning our Customers, Users, and Prospects: Name, e-mail, phone number, position, workplace, profile picture, login credentials, contractual and billing details, and any other information submitted by Account Administrators and Users or otherwise available to us when they signup or login to the Perx Platform (either directly or through their social media or organizational Single-Sign-On account), when creating their individual User Profile, or by updating their account. We collect this information directly from you, or from other sources and third parties such as our Customer (your employer), Users and colleagues related to your organizational Perx account, organizers of events or promotions that both you and we were involved in, and through the use of tools and channels commonly used for connecting between companies and individual professionals in order to explore potential business and employment opportunities, such as LinkedIn, and ZoomInfo.
- Communications with our Customers, Users, Prospects: Personal data contained in any forms and inquiries that you may submit to us, including support requests, interactions through social media channels and instant messaging apps, registrations to events that we host, organize, or sponsor, and participation in our online and offline communities and activities); surveys, feedback, and testimonials received; expressed, presumed, or identified needs, preferences, attributes, and insights relevant to our potential or existing engagement; and sensory information including phone call and video conference recordings (e.g., with our customer experience or product consultants), as well as written correspondences, screen recordings, screenshots, documentation, and related information that may be automatically recorded, tracked, transcribed and analyzed, for purposes including analytics, quality control and improvements, training, and record-keeping purposes.
10.2. Data Uses & Legal Bases
We use personal data as necessary for the performance of our Services (hereinafter referred to as “Performance of Contract”), to comply with our legal and contractual obligations (hereinafter referred to as “Legal Obligations”), and to support our legitimate interests in maintaining and improving our Services, e.g. in understanding how our Services are used and how our campaigns are performing, and gaining insights which help us dedicate our resources and efforts more efficiently, in marketing, advertising and selling our Services to you and others, providing customer services and technical support, and protecting and securing our Users, Customers, Prospects, ourselves and our Services (hereinafter referred to as “Legitimate Interests”).
If you reside or are using the Services in a territory governed by privacy laws under which “consent” is the only or most appropriate legal basis for processing personal data as described in this Clause (either in general, based on the types of personal data you expect or elect to process or have processed by us or via the Services, or due to the nature of such processing) (hereinafter referred to as “Consent”), your acceptance of these Terms, in including this Clause on Data Privacy, will be deemed as your consent to the processing of your personal data for all purposes detailed hereunder, unless applicable law requires a different form of consent. If you wish to revoke such consent, please contact us at firstname.lastname@example.org.
Specifically, we use personal data for the following purposes (and in reliance on the legal bases for processing noted next to them, as appropriate):
- Customer and User personal data to i) facilitate, operate, enhance, and provide our Services; (Performance of Contract; Legitimate Interests), ii) provide our Prospects, Users, and Customers with assistance and support, to test and monitor the Services, diagnose or fix technical issues, and to train our Customers’ and Customer-facing staff (Performance of Contract; Legitimate Interests), iii) invoice and process payments (Performance of Contract; Legitimate Interests); and vi) personalize our Services, including by recognizing an individual and remembering their information when they return to our Services, and to provide further localization and personalization capabilities (Performance of Contract; Legitimate Interests).
- Customer, User, and Prospect personal data to i) gain a better understanding of how Users and Prospects evaluate, use, and interact with our Services, to utilize such information to continuously improve our Services, the overall performance, user experience, and value generated therefrom. We collect such information automatically through their usage of the Services (Legitimate Interests), ii) create aggregated, statistical data, inferred non-personal data, or anonymized or pseudonymized data (rendered non-personal), which we or others may use to provide and improve our respective Services, or for any other business purpose such as business intelligence (Legitimate Interests), iii) facilitate and optimize our marketing campaigns, ad management, and sales operations, and to manage and deliver advertisements for our Services more effectively, including on other websites and applications. Such activities allow us to highlight the benefits of using our Services, and thereby increase your engagement and overall satisfaction with our Services. This includes contextual, behavioral and interests-based advertising based on User and Prospect activities, preferences or other data available to us or to our Services Providers (as defined below), and business partners (Legitimate Interests; Consent); iv) contact our Customers, Users and Prospects with general or personalized Services-related messages, as well as promotional messages that may be of specific interest to them (Performance of Contract; Legitimate Interests; Consent); v) support and enhance our data security measures, including for the purposes of preventing and mitigating the risks of fraud, error or any illegal or prohibited activity (Performance of Contract; Legitimate Interests; Legal Obligation); vi) explore and pursue growth opportunities by facilitating a stronger local presence and tailored experiences, including through partnerships with local distributors, resellers, business partners and providers of professional services related to our Services (“Partners”, as further described below) (Legitimate Interests); vii) facilitate, sponsor and offer certain events, webinars, contests and promotions (Legitimate Interests), viii) publish your feedback and submissions to our Sites, public forums, and blogs (Performance of Contract; Legitimate Interests); ix) comply with our contractual and legal obligations and requirements, and maintain our compliance with applicable laws, regulations, and standards (Performance of Contract; Legitimate Interests; Legal Obligation); and x) for any other lawful purpose, or other purpose that you consent to in connection with provisioning our Services. (Legal Obligation; Consent).
10.3 Data Location & Retention
We and our authorized Service Providers (defined below) may maintain, store, and process personal data in different locations around the world as is reasonably necessary for the proper performance and delivery of our Services, or as may be required by applicable laws, rules and regulations. Perx is headquartered in Singapore, a jurisdiction that is considered to be providing an adequate level of protection for the personal data of individuals residing in different countries. While privacy laws vary between jurisdictions, Perx, and its Service Providers are each committed to protecting personal data in accordance with these Terms, customary and reasonable industry standards, and such appropriate lawful mechanisms and contractual terms requiring adequate data protection, regardless of any lesser legal requirements that may apply in the jurisdiction to which such data is transferred.
We may retain your personal data for as long as it is reasonably needed in order to maintain and expand our relationship and provide you with our Services and offerings; in order to comply with our legal and contractual obligations; or to protect ourselves from any potential disputes (i.e. as required by laws applicable to log-keeping, records, and bookkeeping, and in order to have proof and evidence concerning our relationship, should any legal issues arise following your discontinuance of use), all in accordance with our data retention policy and at our reasonable discretion. To determine the appropriate retention period for personal data, we consider the amount, nature, and sensitivity of such data, the potential risk of harm from unauthorized use or disclosure of such data, the purposes for which we process it, and the applicable legal requirements. If you have any questions about our data retention policy, please contact us by email at email@example.com.
10.4 Data Disclosure
We may disclose personal data in the following instances however, such disclosure is not strictly necessary:
- Service Providers: We engage selected third-party companies and individuals as “Service Providers”, to perform services on our behalf or complementary to our own. These include providers of Third Party Services such as: hosting and server co-location services, communications and content delivery networks (CDNs), data and cyber security services, billing and payment processing services, fraud detection, investigation and prevention services, web and mobile analytics, e-mail and communication distribution and monitoring services, session or activity recording services, call recording, analytics, and transcription services, event production and hosting services, remote access services, performance measurement, data optimization and marketing services, social and advertising networks, content, lead generating and data enrichment providers, email, voicemails, video conferencing solutions, support and customer relationship management systems, third-party customer support providers, and our legal, compliance and financial advisors and auditors. Our Service Providers may have access to personal data, depending on each of their specific roles and purposes in facilitating and enhancing our Services or other activities, and may only use the data as determined in our agreements with them.
- Application Providers and Event Sponsors: If so instructed or permitted by you or your Account Administrator, we may share your personal data (such as your User Profile and contact details, as well as relevant usage data) with the provider(s) of any 3rd party applications or integrations added to your Account. Similarly, if you register for any event that we host, organize, or sponsor, then with your permission we may share your registration details with others, including the hosts, organizers, speakers, services providers, and sponsors of that event, so that they may contact you with relevant information and offers, or to fulfill any promotions related to the event.
- Customers and other Users: Your personal data may be shared with the Customer owning the Account to which you are subscribed as a User (including data and communications concerning your User Profile), as well as other Users of that Account. Your personal data and activity within the Services may also be monitored, processed, and analyzed by the Account Admin. This includes instances where you contact us for help in resolving an issue specific to a team of which you are a member (and which is managed by the same Customer). Also, in cases where your personal data appears in boards within that Account that are set as “private” or with limited view privileges, the Account Administrator(s) may still access it on behalf of the Customer. Any content submitted by you to private boards may still be accessed, copied, and processed by the Account Administrator(s). Your User Profile and personal data will also be made available to all the authorized Users who can view the same board(s) as you. Please note that Perx is not responsible for and does not control any further disclosure, use, or monitoring by or on behalf of the Customer (including sharing of boards or use of broadcast features within the Services), which itself acts as the “Data Controller” of such data (as further described below). If you register or access the Services using an e-mail address at a domain that is owned by your Company (our Customer), and another team within such Customer’s organization wishes to establish an account on the Services, certain information about you including your name, profile picture, contact info and general use of your Account will become accessible to the Account Administrator and Users.
- Services integrations: You or your Account Admin may choose to integrate your Account on the Services with a third-party service provider (provided that such integration is supported by our Services). The provider of these integrated third-party services may receive certain relevant data about or from your Account on the Services or share certain relevant data from the account on the third-party provider’s services with our Services, depending on the nature and purpose of such integration. Note that we do not receive or store your passwords for any of these third-party Services (but do typically require your API key to integrate with them). If you do not wish your data to be shared with such third-party Services(s), please contact your Account Administrator.
- Feedback or Recommendations: If you submit a public review or feedback, note that we may (at our discretion) store and present your review publicly, on our Sites and Services. If you wish to remove your public review, please contact us at firstname.lastname@example.org. If you choose to send others an e-mail or message inviting them to use the Services, we may use the contact information you provide us to automatically send such invitation email or message on your behalf. Your name and email address may be included in the invitation email or message.
- Community Forum: Our Sites include public blogs or forums. We also manage and participate in various social channels and communities on other platforms. Any information you submit on these forums, blogs, and communities, including profile information associated with the User Profile you use to post the information, may be read, collected, and used by others who access these Sites. Due to the nature of such public forums, your posts and certain profile information may remain visible to all even after you terminate your User Profile. To request the removal of your information from publicly accessible Sites operated by us, please contact us at email@example.com and note the Sites from which you would like your information to be removed. In some cases, we may not be able to remove your information, in which case we will let you know if we are unable to and why.
- Legal Compliance: In exceptional circumstances, we may disclose or allow government and law enforcement officials access to your personal data, in response to an order, search warrant, or similar requirement, or in compliance with applicable laws, rules and regulations. Such disclosure or access may occur if we believe in good faith that: a) we are legally compelled to do so; b) disclosure is appropriate in connection with efforts to investigate, prevent, or take action regarding actual or suspected illegal activity, fraud, or other wrongdoing; or c) such disclosure is required to protect the security or integrity of our products and Services.
- Protecting Rights and Safety: We may share your personal data with others if we believe in good faith that this will help protect the rights, property, or safety of Perx, the Perx Platform, any of our Users or Customers, or any members of the general public.
- For the avoidance of doubt, Perx may share your personal data in additional manners, pursuant to your explicit approval, or if we are legally obligated to do so, or if we have successfully rendered such data non-personal and anonymous.
10.5 Cookies and Tracking Technologies
Please note that we do not change our practices in response to a “Do Not Track” signal in the HTTP header from a browser or mobile application, however, most browsers allow you to control cookies, including whether or not to accept them and how to remove them. You may set most browsers to notify you if you receive a cookie, or to block or remove cookies altogether.
11. Third-Party Services and Links
11.1. Third-Party Services
The Service enables you to engage and procure certain third-party services, products, apps, and tools in connection with the Service, including, without limitation, third-party applications and widgets offered via our integrations offering or which you decide to connect through our API, as part of the Service (hereinafter collectively referred to as “Third Party Services”).
11.2. Independent Relationship
You acknowledge and agree that regardless of the manner in which such Third Party Services may be offered to you, we merely act as an intermediary platform between you and such Third Party Services, and we do not, in any way, endorse any such Third Party Services, or shall be in any way responsible or liable with respect to any such Third Party Services. Your relationship with such Third Party Services and any terms governing your payment for, and use of, such Third Party Services, including without limitation, the collection, processing, and use of your data by such Third Party Services, are subject to a separate contractual arrangement between you and the provider of a Third Party Service (the “Third Party Agreement”). We are not a party to, or responsible, in any manner, for the compliance by you or by the provider of the Third Party Service with the Third Party Agreement.
11.3. Integration with a Third Party Service and your Customer Data
11.4. Use Conditions and Limitations
Both Perx and a Third Party Service may impose, each at its sole and absolute discretion, additional conditions or limitations on your access and use of certain Third Party Services, including without limitation, imposing a limited quota on the number of actions or other uses (as the case may be). Such additional conditions or limitations shall be indicated wherever relevant within the Service or the Third Party Service or otherwise notified to you or to any other relevant User of the Account.
11.5. Payment for Third Party Services
Third Party Services may be offered free of charge or for a certain fee, either charged directly by the Third Party Service or by Perx. Wherever the Third Party Service requires a payment, it shall be indicated next to the offering of the Third Party Service, unless such price is included within the Subscription Plan (as defined below) for the Service. Whenever Perx charges you on behalf of itself and not as an agent on behalf of the Third Party Service, the payment terms, including the payment of fees, renewal, and refund policy, are governed by these Terms. Whenever Perx charges you on behalf of the Third Party Services, then you acknowledge that Perx serves only as an intermediary role in facilitating or collecting the applicable fees and taxes from you, for the Third Party Service, thus all payment-related issues, including the payment of fees, renewal, and refund policy, are governed by the Third Party Agreement.
11.6. Change of Fees
You hereby acknowledge that Perx and any Third Party Service, may change the fees for the Third Party Service from time to time, including imposing a new charge on a Third Party Service that was provided for free.
11.7. Discontinuation of a Third Party Service.
Both Perx and the Third Party Service each reserve their respective right to discontinue the use or suspend the availability of any Third Party Service, for any reason and with no obligation to provide any explanation or notice. Such discontinuation may result in the inability to utilize certain features and actions of the Third Party Service along with our Service.
11.8. Limitation of Liability
Perx bears no responsibility and/ or liability for any Third Party Services, including without limitation, such Third Party Service’s operability or interoperability with our Service, security, accuracy, reliability, data protection, and processing practices and the quality of its offerings, as well as any acts or omissions by third parties. By accessing and/ or using the Third Party Services, you acknowledge that your access and use of the Third Party Services are at your sole discretion and risk, and you are solely responsible for ensuring such Third Party Service’s operation and practices and its respective third party agreement, meets your needs.
12. Subscription Term, Renewal, and Fees Payment
Our order for Services with Perx may be completed and placed in various ways, among which, an online form or in-product screens or any other mutually agreed upon offline form delivered by you or any of the other Users to Perx, including via mail, e-mail or any other electronic or physical delivery mechanism (hereinafter referred to as the “Order Form”). Such Order Form will list, at the least, the Service ordered, the subscription plan, the term, and the associated fees.
12.2. Subscription Term
The Service is provided on a subscription basis for the term specified in your Order Form, in accordance with the respective subscription plan purchased under such Order Form (hereinafter referred to as the “Subscription Term” and the “Subscription Plan”, respectively, and collectively the “Subscription”).
12.3. Subscription Fees
In consideration for the provision of the Service (except for specific Trial Service), you shall pay us the applicable fees per the purchased Subscription, as set forth in the applicable Order Form (hereinafter referred to as the “Subscription Fees”). Unless indicated otherwise, Subscription Fees are stated in US Dollars. You hereby authorize us, either directly or through our payment processing service or our affiliates, to charge such Subscription Fees via your selected payment method, upon the due date. Unless expressly set forth herein, the Subscription Fees are non-cancelable and non-refundable. We reserve the right to change the Subscription Fees at any time, upon notice to you if such change may affect your existing subscriptions upon renewal. In the event of failure to collect the Fees owed by you, we may, at our sole discretion (but shall not be obligated to) retry to collect at a later time, and/ or suspend or cancel the Account, without notice.
The Subscription Fees are exclusive of any and all taxes (including without limitation, value added tax, sales tax, use tax, excise, goods and services tax, etc.), levies, or duties, which may be imposed in respect of these Terms and the purchase or sale, of the Service hereunder (hereinafter referred to as “Taxes”), except for Taxes imposed on our income. If you are located in a jurisdiction that requires you to deduct or withhold Taxes or other amounts from any amounts due to us, please notify us, in writing, promptly and we shall join efforts to avoid any such Tax withholding, provided, however, that in any case, you shall bear the sole responsibility and liability to pay such Tax and such Tax should be deemed as being added on top of the Subscription Fees, payable by you.
12.5. Subscription Upgrade
During the Subscription Term, you may upgrade your Subscription Plan by either: i) adding Authorized Users; ii) upgrading to a higher type of Subscription Plan; iii) adding additional modules, features, and functionalities; iv) based on a higher level of Perx Platform utilization; and/ or v) upgrading to a longer Subscription Term (collectively hereinafter referred to as “Subscription Upgrades”). Some Subscription Upgrades or other changes may be considered as a new purchase hence, will restart the Subscription Term and some will not, as indicated within the Service and/ or the Order Form.
Upon a Subscription Upgrade, you will be billed for the applicable increased amount of Subscription Fees, at our then-current rates (unless indicated otherwise in an Order Form), either: 1) pro-rated for the remainder of the then-current Subscription Term, or 2) whenever the Subscription Term is being restarted due to the Subscription Upgrade, then the Subscription Fees already paid by you will be reduced from the new upgraded Subscription Fees, and the difference shall be due and payable by you upon the date on which the Subscription Upgrade was made.
12.6. Excessive Usage
We shall have the right, including without limitation where we, at our sole and absolute discretion, believe that Customer and/ or any of its Users, have misused the Service or otherwise use the Service in an excessive manner compared to the anticipated standard use (at our sole and absolute discretion), to offer the Subscription in different pricing and/ or impose additional restrictions as for the upload, storage, download, and use of the Service, including, without limitation, restrictions on Third Party Services, network traffic and bandwidth, size and/ or length of content, quality and/ or format of content, sources of content, volume of download time, etc.
As part of registering, or submitting billing information, to the Service, you agree to provide us with updated, accurate, and complete billing information, and you authorize us (either directly or through third parties) to charge, request and collect payment (or otherwise charge, refund or take any other billing actions) from your payment method or designated banking account, and to make any inquiries that we (or third-parties acting on our behalf) may consider necessary to validate your designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from your credit card company or banking account (e.g., updated expiry date or card number as may be provided to us by your credit card company).
12.8. Subscription Auto-Renewal
In order to ensure that you will not experience any interruption or loss of Service, your Subscription includes an automatic renewal option by default, according to which, unless you disable the auto-renewal option or cancels its Subscription prior to its expiration, the Subscription will automatically renew upon the end of the then applicable Subscription Term, for a renewal period equal in time to the original Subscription Term (excluding extended periods) and, unless otherwise notified to you, at the same price (subject to applicable Tax changes and excluding any discount or other promotional offer provided for the first Subscription Term). Accordingly, unless either you or us cancel the Subscription prior to its expiration, we will attempt to automatically charge you the applicable Subscription Fees upon or immediately prior to the expiration of the then applicable Subscription Term. If you wish to avoid such auto-renewal, you shall cancel its Subscription (or disable the auto-renewal option), prior to its expiration, at any time through the Account settings or by contacting our Customer Success team. Except as expressly set forth in these Terms, in case you cancel your Subscription, during a Subscription Term, the Subscription will not renew for an additional period, but you will not be refunded or credited for any unused period within the Subscription Term.
12.9. Discounts and Promotions.
Unless expressly stated otherwise in a separate legally binding agreement, if you received a special discount or other promotional offer, you acknowledge that upon renewal of its Subscription, Perx will renew such Subscription, at the full applicable Subscription Fee at the time of renewal.
Any credits that may accrue to your Account with Perx, for any reason (hereinafter referred to as “Credits”), will expire and be of no further force and effect, upon the earlier of: i) the expiration or termination of the applicable Subscription under the Account for which such Credits were given; or ii) in case such Credits accrued for an Account with a Trial Subscription (as defined below) that was not upgraded to a Subscription Plan, then upon the lapse of 30 (thirty) days of such Credits’ accrual. Unless specifically indicated otherwise, Credits may be used to pay for the Services only and not for any Third Party Service or other payment of whatsoever kind. Whenever fees are due for any Services, accrued Credits will be first reduced against the Subscription Fees and the remainder will be charged from your payment method. Credits shall have no monetary value (except for the purchase of Services under the limited terms specified herein) nor exchange value and will not be transferable or refundable.
12.11. Payment through Reseller.
If you purchased a Service from a reseller or distributor authorized by us (hereinafter referred to as “Reseller”), then to the extent there is any conflict between these Terms and the agreement entered between you and the respective Reseller, including any purchase order (hereinafter referred to as “Reseller Agreement”), then, as between you and Perx, these Terms shall prevail. Any rights granted to you and/ or any of the other Users in such Reseller Agreement which are not contained in these Terms, apply only in connection with the Reseller. In that case, you must seek redress or realization or enforcement of such rights solely with the Reseller and not Perx. For the avoidance of doubt, your and any Users’ access to the Service is subject to our receipt from the Reseller of the payment of the applicable Fees paid by you to the Reseller. You hereby acknowledge that at any time, at our sole and absolute discretion, the billing of the Subscription Fees may be assigned to us, such that you shall pay us directly the respective Subscription Fees.
13. Refunds and Chargebacks
13.1. Refund Policy.
If you are not satisfied with its initial purchase of a Service, you may terminate such Service by providing us a written notice, within 10 (ten) days of having first ordered such Services (hereinafter referred to as the “Refund Period”). In the event that you terminate such initial purchase of a Service within the Refund Period, we will refund you the pro-rata portion of any unused and unexpired Subscription Fees pre-paid by you in respect of such terminated period of the Subscription, unless such other sum is required by applicable law, in the same currency we were originally paid (hereinafter referred to as the “Refund”).
The Refund is applicable only to the initial purchase of the Service by you and does not apply to any additional purchases, upgrades, modifications, or renewals of such Service. Please note that we shall not be responsible to Refund any differences caused by changes in currency exchange rates or fees that you were charged by third parties, such as wire transfer fees. After the Refund Period, the Subscription Fees are non-refundable and non-cancellable. To the extent permitted by law, if we find that a notice of cancellation has been given in bad faith or in an illegitimate attempt to avoid payment for Services actually received and enjoyed, we reserve our right to reject your refund request.
Subject to the foregoing, upon termination by you under this Clause all outstanding payment obligations shall immediately become due for the used Subscription Term and you will promptly remit to Perx any fees due to it under these Terms.
13.2. Non-Refundable Services.
Certain Services may be non-refundable. In such event, we will identify such Services as non-refundable, and you shall not be entitled, and we shall not be under any obligation, to terminate the Service and give a Refund.
If, at any time, we record a decline, chargeback, or other rejection of a charge of any due and payable Subscription Fees on your Account (hereinafter referred to as “Chargeback”), this will be considered as a breach of your payment obligations hereunder, and your use of the Service may be disabled or terminated and such use of the Service will not resume until you re-subscribe for any such Service, and pay any applicable Subscription Fees in full, including any fees and expenses incurred by us and/ or any Third Party Service for each Chargeback received (including handling and processing charges and fees incurred by the payment processor), without derogating from any other remedy that may be applicable to us under these Terms or applicable law.
14. Trial Service and Pre-Released Services.
14.1. Trial Service
We may offer, from time to time, part or all of our Services on a free, no-obligation trial version (hereinafter referred to as “Trial Service”). The term of the Trial Service shall be as communicated to you, within the Service, in an Order Form, unless terminated earlier by either you or us, for any reason or for no reason. We reserve the right to modify, cancel and/ or limit this Trial Service at any time and without liability or explanation to you. In respect of a Trial Service that is a trial version of the Subscription Plan (hereinafter referred to as “Trial Subscription”), upon the termination of the Trial Subscription, we may change the Account web address at any time without any prior written notice.
14.2. Pre-Released Services.
Perx may offer, from time to time, certain Services in Alpha or Beta versions (hereinafter referred to as “Pre-Released Services”) and we use best endeavors to identify such Pre-Released Services as such. Pre-Released Services are Services that are still under development, and as such they may be inoperable or incomplete and may contain bugs, suffer disruptions, and/ or not operate as intended and designated, more than usual.
14.3. Governing Terms of Trial Service and Pre-Released Services.
The Trial Service and Pre-Released Services are governed by these Terms, provided that notwithstanding anything in these Terms or elsewhere to the contrary, in respect of Trial Service and Pre-Released Services: i) such services are licensed hereunder on as “As-Is”, “With All Faults” “As Available” basis, with no warranties, express or implied, of any kind; ii) the indemnity undertaking by us set forth in these Terms shall not apply; and iii) in no event shall the total aggregate liability of Perx or its Third Party Services Providers, under, or otherwise in connection with, these Terms (including the Sites, the Service, and the Third Party Services), exceed US$50 (US Dollar fifty). We make no promises that any Trial Service and/ or Pre-Released Services will be made available to you and/ or generally available.
15. Term, Termination, and Suspension
These Terms are in full force and effect, commencing upon the Effective Date, until the end of the Service underlying the Account, either paid or unpaid, unless terminated otherwise in accordance with these Terms.
15.2. Termination for Cause.
Either you or us may terminate the Service and these Terms, upon written notice, in case that (a) the other party is in material breach of these Terms and to the extent, curable, fails to cure such breach, within a reasonable cure period, which shall not be less than 10 days following a written notice from by the non-breaching party; or (b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 60 (sixty) days.
15.3. Termination by you
You may terminate your Subscription to the Service by canceling the Service and/ or deleting the Account, whereby such termination shall not derogate from your obligation to pay applicable Subscription Fees except where such termination is made within the Refund Period. Unless mutually agreed otherwise by you and us in a written instrument, the effective date of such termination will take effect at the end of the then-current Subscription Term, and your obligation to pay the Subscription Fees throughout the end of such Subscription Term shall remain in full force and effect, and you shall not be entitled to a refund for any pre-paid Subscription Fees.
15.4. Effect of Termination of Service.
Upon termination or expiration of these Terms, your Subscription and all rights granted to you hereunder shall terminate, and we may change the Account’s web address. It is your sole liability to export the Customer Data prior to such termination or expiration. In the event that you did not delete the Customer Data from the Account, we may continue to store and host it until either you or we, at our sole and absolute discretion, delete such Customer Data, and during such period, you shall still be able to make limited use of the Service in order to export the Customer Data (hereinafter referred to as “Read-Only Mode”), but note that we are not under any obligation to maintain the Read-Only Mode period hence, such period may be terminated by us, at any time, with or without notice to you, and subsequently, the Customer Data will be deleted. You acknowledge the foregoing and your sole responsibility to export and/ or delete the Customer Data prior to the termination or expiration of these Terms, and therefore we shall not have any liability either to you or to any User or third party, in connection thereto. Unless expressly indicated herein otherwise, the termination or expiration of these Terms shall not relieve you from your obligation to pay due Subscription Fees.
Clauses 3.6 (Responsibility for Authorized Users), 5 (Customer Data), 9 (Privacy and Security), 11 (Third Party Services and Links), 12 (Subscription Term, Renewal, and Fees Payment) in respect of unpaid Subscription Fees, 14 (Trial Services and Pre-Released Services), 15 (Term, Termination, and Suspension), 16 (Confidentiality), 17 (Warranty), 18 (Limitations of Liability), 19 (Indemnification), 23 (Law and Jurisdiction), and 30 (Data Retention) shall survive the termination or expiration of these Terms, and continue to be in force and effect in accordance with their applicable terms.
Without derogating from our termination rights above, we may decide to temporarily suspend the Account and/ or a User Profile (including any access thereto) and/ or our Service, in the following events: i) we believe, at our sole and absolute discretion, that you or any third party, are using the Service in a manner that may impose a security risk, may cause harm to us or any third party, and/ or may raise any liability for us or any third party; ii) we believe, at our sole and absolute discretion, that you or any third party, are using the Service in breach of these Terms or applicable Law; iii) your payment obligations, in accordance with these Terms, are or are likely to become, overdue; or iv) your or any of any Users’ breach of the acceptable use policy as set out above. The aforementioned suspension rights are in addition to any remedies that may be available to us in accordance with these Terms and/ or applicable Law.
16.1. Confidential Information.
In connection with these Terms and the Service (including the evaluation thereof), each party (hereinafter referred to as “Disclosing Party”) may disclose to the other party (hereinafter referred to as “Receiving Party”), non-public business, product, technology, and marketing information, including without limitation, customers lists and information, know-how, software and any other non-public information that is either identified as such or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, whether disclosed prior or after the Effective Date (hereinafter referred to as “Confidential Information”). For the avoidance of doubt, i) Customer Data is regarded as your Confidential Information, and ii) our Site, Service, Trial Service, and/or Pre-Released Services, inclusive of their underlying technology, and their respective performance information, as well as any data, reports, and materials we provided to you in connection with your evaluation or use of the Service, are regarded as our Confidential Information. Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without any use or reference to the Confidential Information.
16.2. Confidentiality Undertakings by the Receiving Party.
The Receiving Party will i) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates, service providers, and agents, on a need-to-know basis and who are bound by confidentiality obligations at least as restrictive as those contained herein; and ii) not use or disclose any Confidential Information to any third party, except as part of its performance under these Terms and as required to be disclosed to legal or financial advisors to the Receiving Party or in connection with a due diligence process that the Receiving Party is undergoing, provided that any such disclosure shall be governed by confidentiality obligations at least as restrictive as those contained herein.
16.3. Compelled Disclosure.
Notwithstanding the above, Confidential Information may be disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body provided, however, that to the extent legally permissible, the Receiving Party shall make best efforts to provide prompt written notice of such court order or requirement to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.
NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
17.1. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SITES AND THE SERVICE ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND. WE AND OUR AFFILIATES, SUBCONTRACTORS, AGENTS, AND VENDORS (INCLUDING THIRD-PARTY SERVICE PROVIDERS) HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, WARRANTIES AND/ OR REPRESENTATIONS OF MERCHANTABILITY, FUNCTIONALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY.
17.2. WE AND OUR VENDORS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION THAT THE SERVICE AND SITES, INCLUDING THE ACCESS THERETO AND USE THEREOF, WILL BE UNINTERRUPTED, TIMELY, SECURED, ERROR-FREE, THAT DATA WILL NOT BE LOST, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES AND/OR SERVICE ARE FREE FROM VIRUSES OR OTHER HARMFUL CODE. WE AND OUR VENDORS FURTHER DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY DELAYS, FAILURES, INTERCEPTION, ALTERATION, LOSS, OR OTHER DAMAGES THAT YOU AND/OR YOUR DATA (INCLUDING CUSTOMER DATA) MAY SUFFER, THAT ARE BEYOND OUR CONTROL.
17.3. EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION I) THAT OUR SERVICE (OR ANY PORTION THEREOF) IS COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY OF YOUR CONTEMPLATED ACTIVITIES, DEVICES, OPERATING SYSTEMS, BROWSERS, SOFTWARE OR TOOLS (OR THAT IT WILL REMAIN AS SUCH AT ANY TIME), OR COMPLY WITH ANY LAWS APPLICABLE TO YOU; AND/ OR II) REGARDING ANY CONTENT, INFORMATION, REPORTS OR RESULTS THAT YOU OBTAIN THROUGH THE SERVICE AND/OR THE SITES.
17.4 Except as expressly stated in these Terms, we make no representations or warranties that your use of the Service is appropriate in your jurisdiction. Other than as indicated herein, you are responsible for your compliance with any local and/or specific applicable Laws, as applicable to your use of the Service.
17.5 You hereby acknowledge and confirm that the limitations of liability and warranty disclaimers contained in these Terms are agreed upon by you and us and we both find such limitations and allocation of risks to be commercially reasonable and suitable for our engagement hereunder, and both you and Perx have relied on these limitations and risk allocation in determining whether to enter these Terms.
18 Limitation of Liability.
NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
18.1. IN NO EVENT SHALL EITHER PARTY HERETO AND ITS AFFILIATES, SUBCONTRACTORS, AGENTS, AND VENDORS (INCLUDING, THE THIRD PARTY SERVICE PROVIDERS), BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH THESE TERMS FOR I) ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES; II) ANY LOSS OF PROFITS, COSTS, ANTICIPATED SAVINGS; III) ANY LOSS OF, OR DAMAGE TO DATA, USE, BUSINESS, REPUTATION, REVENUE OR GOODWILL; AND/ OR IV) THE FAILURE OF SECURITY MEASURES AND PROTECTIONS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
18.2. EXCEPT FOR THE INDEMNITY OBLIGATIONS OF EITHER PARTY UNDER SECTION 19 (INDEMNIFICATION) HEREIN, YOUR PAYMENT OBLIGATIONS HEREUNDER OR BREACH OF OUR ACCEPTABLE USE POLICY BY EITHER YOU OR IN CASE OF A CUSTOMER, ANY OF THE USERS UNDERLYING ITS ACCOUNT, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY, ITS AFFILIATES, SUBCONTRACTORS, AGENTS, AND VENDORS (INCLUDING, THE ITS THIRD-PARTY SERVICE PROVIDERS), UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SITES AND THE SERVICE), EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU (IF ANY) DURING THE 6 (SIX) CONSECUTIVE MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
19.1. By Customer
Customer hereby agrees to indemnify, defend and hold harmless Perx and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, obligations, liabilities, losses, reasonable expenses, or costs (collectively hereinafter referred to as “Losses”) incurred as a result of any third party claim arising from i) Customer’s and/ or any of its Users’, violation of these Terms or applicable Law; and/ or ii) Customer Data, including the use of Customer Data by Perx and/ or any of its subcontractors, infringes or violates, any third party’s rights, including, without limitation, intellectual property, privacy and/ or publicity rights.
19.2. By Perx.
We hereby agree to defend the Customer, its affiliates, officers, directors, and employees, in and against any third-party claim or demand against the Customer, alleging that the Customer’s authorized use of the Service infringes or constitutes misappropriation of any third party’s copyright, trademark or registered patent (hereinafter referred to as “IP Claim”), and we will indemnify the Customer and hold the Customer harmless against any reasonable damages and costs finally awarded on such IP Claim by a court of competent jurisdiction or agreed to via settlement we agreed upon, including reasonable attorney’s fees.
Perx’s indemnity obligations under this Clause shall not apply if: i) the Service (or any portion thereof) was modified by Customer or any of its Users or any third party, but solely to the extent the IP Claim would have been avoided by not doing such modification; ii) if the Service is used in combination with any other service, device, software or products, including, without limitation, Third Party Services, but solely to the extent that such IP Claim would have been avoided without such combination; and/ or iii) any IP Claim arising or related to, the Customer Data or to any events giving rise to Customer’s indemnity obligations above. Without derogating from the foregoing defense and indemnification obligation, if we believe that the Service, or any part thereof, may so infringe, then Perx may in its sole and absolute discretion: (a) obtain (at no additional cost to you) the right to continue to use the Service; (b) replace or modify the allegedly infringing part of the Service so that it becomes non-infringing while giving substantially equivalent performance; or (c) if Perx determines that the foregoing remedies are not reasonably available, then Perx may require that use of the (allegedly) infringing Service (or part thereof) shall cease and in such an event, Customer shall receive a prorated refund of any Subscription Fees paid for the unused portion of the Subscription Term. THIS CLAUSE 19.2 STATES PERX’S SOLE AND ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY, FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION BY PERX AND/ OR ITS SERVICE AND UNDERLYING TECHNOLOGY.
19.3. Indemnity Conditions.
The defense and indemnification obligations of the indemnifying party under this Clause 19 are subject to: i) the indemnified party shall promptly provide a written notice of the claim for which an indemnification is being sought, provided that such indemnitee’s failure to do so will not relieve the indemnifying party of its obligations under this Clause 19, except to the extent the indemnifying party’s defense is materially prejudiced thereby; ii) the indemnifying party being given immediate and exclusive control over the defense and/ or settlement of the claim, provided however, that the indemnifying party shall not enter into any compromise or settlement of any such claim that that requires any monetary obligation or admission of liability or any unreasonable responsibility or liability by an indemnitee without the prior written consent of the affected indemnitee, which shall not be unreasonably withheld or delayed; and iii) the indemnified party providing reasonable cooperation and assistance, at the indemnifying party’s expense, in the defense and/ or settlement of such claim and not taking any action that prejudices the indemnifying party’s defense of, or response to, such claim.
20. Third-Party Components within Our Service
Our Service may include third-party codes and libraries that are subject to third-party open-source license terms (hereinafter referred to as “Open Source Code” and the “Open Source Terms” respectively). Some of such Open Source Terms determine that to the extent applicable to the respective Open Source Code licensed thereunder, such terms prevail over any conflicting license terms, including these Terms. We use our best endeavors to identify such Open Source Code, within our Service, hence we encourage the Customer to familiarize himself with such Open Source Terms. Note that we use best efforts to use only Open Source Codes that do not impose any obligation or affect the Customer Data or related intellectual property (beyond what is stated in the Open Source Terms and herein), on an ordinary use of our Service that does not involve any modification, distribution or independent use of such Open Source Code. Notwithstanding anything to the contrary, we make no warranty or indemnity hereunder with respect to any Open Source Codes.
21. Export Controls and Sanctions.
The Service may be subject to export controls, Laws, and regulations (hereinafter referred to as “Export Controls”), and you acknowledge and confirm that: i) you are not located or use, export, re-export or import the Service (or any portion thereof) in or to, any person, entity, organization, jurisdiction or otherwise, in violation of the Export Controls; ii) you are not: (a) organized under the laws of, operating from, or otherwise ordinarily resident in a country or territory that is the target of comprehensive economic or trade sanctions, (b) identified on a list of prohibited or restricted persons, such as the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons, or (c) otherwise the target of sanctions. The Customer is solely responsible for complying with applicable Export Controls and sanctions which may impose additional restrictions, prohibitions, or requirements on the use, export, re-export, or import of the Services and/ or the Customer Data; and iii) Customer Data is not controlled under the U.S. International Traffic in Arms Regulations or similar Laws in other jurisdictions, or otherwise requires any special permission or license, in respect of its use, import, export or re-export hereunder.
Occasionally we may make changes to these Terms for valid reasons, such as adding new modules, functions, or features to the Service, technical adjustments, typos or error fixing, for legal or regulatory reasons, or for any other reasons as we deem necessary, at our sole discretion. When we make material changes to these Terms, we shall provide Customer with notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Service or by sending Customer an e-mail. Your continued use of the Service after the changes have been implemented will constitute your acceptance of the changes.
23. Law and Jurisdiction
23.1 The Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Republic of Singapore.
23.2 You hereby irrevocably consent to the nonexclusive jurisdiction of, and venue in, any court of competent jurisdiction located in Singapore for the purposes of adjudicating any action or proceeding to enforce the Terms.
23.3 Any Dispute arising out of or in connection with the Terms, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. Perx and you agree that any arbitration commenced pursuant to this clause shall be conducted in accordance with the Expedited Procedure set out in Rule 5.2 of the SIAC Rules. The seat of the arbitration shall be Singapore. The Tribunal shall consist of 3 (three) arbitrators, 1 (one) appointed by you and us, and 1 (one) appointed by the SIA. The language of the arbitration shall be English.
24. Force Majeure
24.1 Neither Perx nor you shall be responsible for any failure to perform their respective obligations, if it is prevented or delayed in performing those obligations by a force majeure event being defined as an event of force majeure is an event or circumstance which is beyond the control and without the fault or negligence of the party affected and which by the exercise of reasonable diligence the party affected was unable to prevent provided that event or circumstance is limited to the following: (a) riot, war, invasion, insurrection, act of foreign enemies, hostilities (whether war be declared or not) acts of terrorism, civil war, rebellion, revolution, insurrection of military or usurped power, requisition or compulsory acquisition by any governmental or competent authority; (b) ionising radiation or contamination, radio activity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel, radioactive toxic explosive or other hazardous properties of any explosive assembly or nuclear component; (c) pressure waves caused by aircraft or other aerial devices travelling at sonic or supersonic speeds; (d) earthquakes, flood, fire or other physical natural disaster, but excluding weather conditions regardless of severity; (e) delays in failure to obtain government approvals, embargoes, epidemics, pandemics; and (f) strikes at national level or industrial disputes at a national level, or strike or industrial disputes by labour not employed by the affected party, its subcontractors or its suppliers and which affect an essential portion of the works but excluding any industrial dispute which is specific to the performance of the Services under these Terms (“Force Majeure Event”).
24.2 Where there is a Force Majeure Event, the party prevented from or delayed in performing its obligations must immediately notify the other party giving full particulars of the Force Majeure Event and the reasons for the Force Majeure Event preventing that party from or delaying that party in performing its obligations and that party must use its reasonable efforts to mitigate the effect of the Force Majeure Event upon its or their performance and to fulfill its or their obligations.
24.3 Upon completion of the Force Majeure Event, the party affected must as soon as reasonably practicable, recommence the performance of its obligations. Where the party affected is Perx, we shall provide a revised program rescheduling the Services to minimize the effects of the prevention or delay caused by the Force Majeure Event.
24.4 A Force Majeure Event does not relieve a party from liability for an obligation that arose before the occurrence of that event, nor does that event affect the obligation to pay money in a timely manner that matured prior to the occurrence of that event.
24.5 If the performance of the affected Party’s obligations under the Terms is not resumed within ten (10) Business Days after the occurrence of a Force Majeure Event, you may terminate the Terms by notice to Perx, without any liability to you.
We shall use your contact details that we have in our records, in connection with providing you notices, subject to this Clause 25. Our contact details for any notices are detailed below. You acknowledge notices that we provide you, in connection with these Terms and/ or as otherwise related to the Service, shall be provided as follows: via the Service, including by posting on our Sites or posting in your account, e-mail, phone or first-class airmail, or overnight courier. You further acknowledge that an electronic notification satisfies any applicable legal notification requirements, including that such notification will be in writing. Any notice to you will be deemed given upon the earlier of: i) receipt; or ii) 24 hours of delivery. Notices to us shall be provided to Perx Technologies Pte. Ltd., attention: Chief Executive Officer, or sent to 20A Tanjong Pagar Road, Singapore 088443.
These Terms, and any and all rights and obligations hereunder, may not be transferred or assigned by you without our written approval, provided that you may assign these Terms to your successor entity or person, resulting from a merger, acquisition, or sale of all or substantially all of your assets or voting rights, except for an assignment to a competitor of Perx, and provided that you provide us with prompt written notice of such assignment and the respective assignee agrees, in writing, to assume all of your obligations under these Terms. We may assign our rights and/ or obligations hereunder and/ or transfer ownership rights and title in the Service to a third party without your consent or prior notice to you. Subject to the foregoing conditions, these Terms shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns. Any assignment not authorized under Clause 26 shall be null and void.
These Terms shall be enforced to the fullest extent permitted under applicable Law. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in force and effect.
28. No Waiver
No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
29. Transition Assistance
29.1 If upon or after expiration of any subscription period or termination (as the case may be) of the Terms for any reason, you determine that transition assistance is necessary, we shall, upon written notification to you, provide you with reasonable transition assistance for such transition period as may be requested by you in writing however, in any case for a maximum period of up 2 (two) months (“Transition Period”).
29.2 Transition assistance will commence upon i) the expiration of any subscription period for the Services; or ii) termination of the Terms; or iii) if requested by you, during any notice period being served for termination.
29.3 Except where termination is caused by the default of Perx, in which case the transition assistance shall be at no charge to you, you agree to pay us the fees not more than the rates as set out under the Terms or relevant Order Form.
29.4 During the Transition Period, you shall be entitled to request that we continue to host Customer Data on our system on the terms and conditions of the Terms, including at the same standards; and we shall endeavor to continue maintaining all Customer Data, information, data and functionality of the Services so as to not interrupt any use or expected use of the Services by you.
30. Data Retention
30.1 We seek to ensure that we retain only data necessary to effectively conduct our Services. The need to retain data varies widely with the type of data and the purpose for which it was collected. We strive to ensure that data is only retained for the period necessary to fulfill the purpose for which it was collected and it shall be deleted when no longer required.
30.2 Data may be retained by systems and/ or media leased or owned by us, regardless of location. It applies to both data collected and held electronically (including photographs, video, and audio recordings) and data that is collected and held as hard copy or paper files. The need to retain certain information may be mandated by applicable laws, rules, or regulations as well as legitimate business purposes of Perx.
30.3 We may retain data for: i) providing an ongoing Service to you, ii) compliance with applicable laws, rules, and regulations associated with our business activities and customers, iii) compliance with applicable laws, iv) other regulatory requirements, v) security incident management or other investigation, vi) intellectual property preservation, and vii) litigation.
30.4. We seek to avoid duplication in data storage whenever possible, though there may be instances in which for the provision of Services or other business reasons it is necessary for data to be held in more than one place. This policy applies to all data in our possession, including duplicate copies of data.
30.5 We have set the following guidelines for the retaining of data:
- a) Website visitor data will be retained as long as necessary to provide the Services requested/ initiated through the Perx website.
- b) Event participant data will be retained for the period of the event, including any follow-up activities, such as the distribution of reports, plus a period of 1 (one) year;
- c) Operational data related to our Services, reporting, and program management will be held for a period of up to 5 (five) years.
30.6 Data destruction ensures that we manage the data we control and process it in an efficient and responsible manner. When the retention period for the data as outlined above expires, we will destroy the data. If any customer of ours believes that there exists a legitimate business reason why certain data should not be destroyed at the end of a retention period, they should identify this data and provide us with relevant information as to why the data should not be destroyed. Any exceptions to this data retention policy must be approved by us in advance in writing. In rare circumstances, a litigation hold may be issued by legal counsel prohibiting the destruction of certain documents. A litigation hold remains in effect until released by legal counsel and prohibits the destruction of data subject to the hold.