Perl Street Subscription Agreement

‍This SUBSCRIPTION AGREEMENT (“Subscription Agreement”) is effective as of the date of subscription sign-up by Client (the “Effective Date”) and is entered into by and between Perl Street, Inc., a Delaware corporation (“Perl Street”), and the person or legal entity completing the subscription process (“Client”).

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YOU ACKNOWLEDGE THAT, BY SUBMITTING AN ORDER FORM, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT AND THE TERMS AND CONDITIONS. IF YOU ARE AN INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY OR ENTITY AND ITS AFFILIATES, IN WHICH CASE THE TERM “CLIENT” SHALL REFER TO SUCH COMPANY OR ENTITY AND ITS AFFILIATES.

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1.Definitions.

Capitalized terms used in this Agreement are defined below.  Capitalized terms not defined in this Section have the meanings given in the Terms and Conditions.  

Access Credentials means any username, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device used to verify an individual’s identity and authorization to access and use the Platform.

Authorized User means individuals authorized by Client to access and use the Platform and the Services pursuant to this Agreement.

Client has the meaning ascribed thereto in the Preamble to this Agreement.

Client Data means, other than Resultant Data, information, data and other content in any form or medium, that is uploaded to, collected, downloaded or otherwise received, directly or indirectly, from Client by or through the Platform. 

Client Systems means the Client’s information technology infrastructure, including computers, software, hardware, databases, electronic systems, and networks operated directly by the Client or through third-party services.

Deliverables means those items delivered by Perl Street to Client through the Platform pursuant to an Order Form. 

Derived Data means data that is derived by or through the Platform or Services from Processing Client Data that is not also Resultant Data. 

Documentation means any manuals, instructions, or other documents or materials that Perl Street provides or makes available to Client in any form or medium and that describe the functionality, components, features, or requirements of the Platform, including any aspects of installation, configuration, integration, operation, use, support, or maintenance.

Effective Date has the meaning ascribed thereto in the Preamble to this Agreement.

Harmful Code means any software, hardware, or other technology, device or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network, or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data Processed thereby, or (b) prevent Client or any Authorized User from accessing or using the Platform, as intended by this Agreement.   

Intellectual Property Rights means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights Laws, and all similar or equivalent rights or forms of protection, in any part of the world.

Law means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

Order Form means an ordering document submitted by Client and accepted by Perl Street, including any addenda and supplements thereto. 

Party/ies has the meaning ascribed thereto in the Preamble to this Agreement. 

Perl Street has the meaning ascribed thereto in the Preamble to this Agreement.

Perl Street Platform or Platform means the information technology infrastructure used by Perl Street to provide access to Software, perform Services, or make available the Deliverables, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks.

Person means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

Personal Information means any information that does or can identify a specific individual or by or from which a specific individual may be identified, contacted or located.

Platform means the web interface through which Client may access and use the Services and may receive Deliverables. 

Process means to take any action or perform any operation or set of operations taken or performed on any data, information, or other content. Processing and Processed have correlative meanings.

Representatives means, with respect to a Party, that Party’s employees, officers, directors, consultants, agents, independent contractors, subcontractors, and professional advisors.

Resultant Data means information, data, and other content that is derived by or through the Platform or Services from Processing Client Data and is sufficiently different from such Client Data that such Client Data cannot be reverse-engineered or otherwise identified from the inspection, analysis or further Processing of such information, data, or content and excludes Derived Data. 

Services means services provided to Client by Perl Street as set forth in the applicable Order Form, this Agreement, and the Terms and Conditions. 

Software means Perl Street software that is provided to Client and made available by Perl Street subject to the terms and conditions of this Agreement, which includes computer software and may include associated media, online or electronic documentation, or Internet-based services.

Terms and Conditions has the meaning ascribed thereto in the Preamble to this Agreement. 

Third-Party Materials means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, equipment, or components of or relating to the Services, the Deliverables or the Platform, that are not proprietary to Perl Street.

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2.Modules. 

Client understands that the Software consists of various modules.  Client may choose which modules it wishes to access pursuant to an Order Form.

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3. Terms Applicable Generally

3.1 Services and System Control. Perl Street has and will retain sole control over the operation, provision, maintenance, and management of the Platform, Services, Deliverables and Documentation. 

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3.2 Changes. Perl Street reserves the right, in its sole discretion, to make any changes to the Platform, Services, Deliverables or Documentation that it deems necessary or useful to a) maintain or enhance i) the quality or delivery of Platform, Services, Deliverables and Documentation; ii) the competitive strength of or market for the Platform; or iii) cost efficiency or performance; or b) to comply with applicable Law.

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3.3 Suspension or Termination of Services. Perl Street may, directly or indirectly, and by use of any lawful means, suspend, terminate, or otherwise deny Client’s, any Authorized User’s, or any other Person’s access to or use of all or any part of the Platform or Services, Deliverables or Documentation, without incurring any resulting obligation or liability, if a) Perl Street receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires Perl Street to do so; or b) Perl Street reasonably believes that i) Client or any Authorized User has failed to comply with, any term of this Agreement, or accessed or used the Platform beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any instruction or requirement of the Documentation; ii) Client or any Authorized User is , has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities; or iii) this Agreement expires or is terminated. This Section 3.3 does not limit any of Perl Street’s other rights or remedies, whether at Law, in equity, or under this Agreement.

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4. Authorization and Client Restrictions.

4.1 Authorization. Subject to and conditioned on Client’s payment of the applicable Fees and compliance and performance in accordance with all terms and conditions of this Agreement, Perl Street authorizes Client to access and use, during the Term, the Platform, the Services, the Deliverables and such Documentation as Perl Street may supply or make available from time to time. This authorization is limited, non-sublicensable, non-exclusive, non-transferable, and is revocable by Perl Street in accordance with the terms hereof and of the Terms and Conditions.

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4.2 Authorization Limitations and Restrictions. Client shall not, and shall not permit any other Person to access or use the Platform, Services, Deliverables, or Documentation except as expressly permitted by this Agreement and, in the case of Third-Party Materials, in accordance with the applicable and supplied third-party licenses, agreements, policies, or documents. For purposes of clarity and without limiting the generality of the foregoing, Client shall not, except as this Agreement expressly permits:

1. Copy, modify, or create derivative works or improvements of the Platform, Tool, Services, Deliverables or Documentation;
2. Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform or any Services, Deliverables or Documentation, to any Person, including on or in connection with the internet or any other technology or service;
3. Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Platform, Services, Deliverables, or Documentation, in whole or in part;
4.  Bypass or breach any security device or protection used by the Platform, Services, Deliverables or Documentation or access or use the Platform, Services, Deliverables or Documentation, other than by an Authorized User through the use of his or her own then-valid Access Credentials;
5. Input, upload, transmit, or otherwise provide to or through the Platform, Services, or Deliverables any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
6. Damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Platform, Services, or Deliverables or Perl Street’s provision of Services, or Deliverables to any third party, in whole or in part;
7. Remove, delete, alter, or obscure any trademarks, Documentation, warranties or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services, Deliverables or Documentation or related documentation, including any copy thereof;
8. Access or use the Services, Deliverables, or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party, or that violates any applicable Law;
9. Access or use the Services, Deliverables or Documentation for purposes of competitive analysis of the Services, Deliverables or Documentation, the development, provision or use of a competing service or product or any other purpose that is to Perl Street’s detriment or commercial disadvantage; or
10. Otherwise access or use the Services Deliverables or Documentation beyond the scope of the authorization granted under Section 4.1.

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5. Client Obligations.

5.1 Client Cooperation. Client shall at all times during the Term a) set up, maintain, and operate in good repair and in accordance with the Documentation all Client Systems on or through which the Platform or Services are accessed or used; b) provide Perl Street with such access to Client’s premises and Client Systems as is necessary for Perl Street to perform the Services in accordance with the availability requirement under the Documentation; and c) provide all cooperation and assistance as Perl Street may reasonably request to enable Perl Street to exercise its rights and perform its obligations under and in connection with this Agreement.

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5.2 Client Control and Responsibility. Client has and will retain sole responsibility for a) all Client Data, including its content and use; b) all information, instructions, and materials provided by or on behalf of Client or any Authorized User in connection with the Services or Deliverables; c) Client Systems; d) the security and use of Client’s and its Authorized Users’ Access Credentials; e) all access to and use of the Services and Documentation directly or indirectly by or through the Client Systems or its or its Authorized Users’ Access Credentials, with or without Client’s knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use; f) monitoring Client’s own deployment and management of Services; g) incident management, problem management, and change management for aspects of the Services where Client has administrative level control, including those deployed and managed by Client through such administrative level control, network interfaces implemented by Client, or the protocols configured by Client; and h) creation, modification, and deletion of user accounts, including Client Data, invitations, password modifications, and user rights management.

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5.3 Access and Security. Client shall employ such physical, administrative, and technical controls, screening and security procedures, and other safeguards as are necessary to a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Platform, Services or Deliverables; and b) control the content and use of Client Data, including the uploading or other provision of Client Data for Processing by through the Platform.

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5.4 Effect of Client Failure or Delay. Perl Street is not responsible or liable for any delay or failure of performance caused in whole or in part by Client’s delay in performing, or failure to perform, any of its obligations under this Agreement.

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5.5 Corrective Action and Notice. If Client becomes aware of any actual or threatened activity prohibited by Section 4.2, Client shall, and shall cause its Authorized Users immediately to a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Platform, Services and Documentation and permanently erasing from their respective systems and destroying any data to which any of them have gained unauthorized access); and b) notify Perl Street of any such actual or threatened activity.

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6. Data Backup.

None of the Platform, or Services replaces the need for Client to maintain regular data backups or redundant data archives. PERL STREET HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CLIENT DATA UNLESS PERL STREET HAS ACTED FRAUDULENTLY, NEGLIGENTLY, IN WILFUL DEFAULT, OR,  IS IN MATERIAL BREACH OF A DATA PROTECTION TERM OF THIS AGREEMENT (INCLUDING THOSE SET FORTH IN THE GENERAL TERMS AND CONDITIONS, SERVICE LEVEL AGREEMENT AND ORDER FORM).

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7. Security.

7.1 Privacy Policy. This Agreement includes Perl Street’s privacy policy (the “Privacy Policy”), as amended from time to time, posted at https://www.perlstreet.com/privacy (or such other redirected webpage or alternate URL as designated by Perl Street), which is incorporated herein by reference. By agreeing to this Agreement, Client also agrees to Perl Street’s Privacy Policy.

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7.2 Perl Street’s Systems and Security Obligations. Perl Street will employ security measures in accordance with the Privacy Policy and any applicable Laws. Perl Street will use commercially reasonable efforts to ensure that the Platform will not be accessed by unauthorized third parties. Perl Street must use commercially reasonable efforts to ensure that the Platform cannot or will not be accessed by unauthorized third parties.

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7.3 Data Breach Procedures. In the event of a data breach, Perl Street will notify the Client immediately and use its commercially reasonable best efforts to implement procedures as required under applicable Law to detect and prevent unauthorized third parties from accessing the Platform. 

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7.4 Prohibited Data. Unless explicitly agreed in writing by the Parties, Client acknowledges and agrees that the Services are not designed with security and access management for Processing the following categories of information a) Personal Information; b) medical information; c) data that is classified or used on the U.S. Munitions list, including software and technical data; d) articles, services, and related technical data designed as defense articles or defense services; and e) International Traffic in Arms Regulation (ITAR) related data, (each of the foregoing, “Prohibited Data”). Client shall not, and shall not permit any Authorized User or other Person to, provide any Prohibited Data to, or Process any Prohibited Data through Perl Street, the Platform, or Services. Client is solely responsible for reviewing all Client Data and shall ensure that no Client Data constitutes or contains any Prohibited Data.

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8. Fees; Payment Terms.

8.1 Fees. Client shall pay Perl Street the fees (“Fees”) set forth on the applicable Order Form, in accordance herewith and with the Terms and Conditions. Perl Street may increase Fees upon sixty (60) days prior notice to Client, which may be conveyed by a notice on the Platform. 

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8.2 No Deduction or Setoffs. All amounts payable to Perl Street under this Agreement shall be paid by Client to Perl Street in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason other than any deduction or withholding of tax as may be required by applicable Law.

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9. Intellectual Property Rights.

9.1 Reservation of Rights. All right, title, and interest in and to the Platform, Services, Deliverables and Documentation, including all Intellectual Property Rights therein, are and will remain with Perl Street and the respective rights holders in the Third-Party Materials. Client has no right, license, or authorization with respect to any of the Platform, Services, Deliverables, or Documentation (including Third-Party Materials) or the applicable third-Party license. All other rights in and to the Platform, Services, Deliverables, and Documentation (including Third-Party Materials) are expressly reserved by Perl Street and the respective third-Party licensors. For the avoidance of doubt, this clause does not apply to Derived Data.

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9.2 Client Data and Derived Data. As between Client and Perl Street (to the extent Perl Street is ab, Client is and will remain the sole and exclusive owner of all right, title, and interest in and to all Client Data and Derived Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 9.3.

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9.3 Consent to Use Client Data. Client hereby irrevocably grants a worldwide, perpetual, royalty-free, fully paid-up, non-exclusive license to Client Data and Derived Data a) to Perl Street and its affiliates as necessary or useful to perform the Services or create and deliver the Deliverables personal to the Client and b) to Perl Street as necessary or useful to enforce this Agreement and exercise its rights and perform its hereunder.

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9.4 Removing Client Data. Perl Street may remove Client Data if Perl Street reasonably believes that Client Data a) breaches any terms of this Agreement; b) violates applicable Law; or c) could harm other users, third parties, or Perl Street, on the condition that if the Client Data is removed, it must first be returned or provided to the Client in a form that is reasonably acceptable to the Client.

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10. Term and Termination.

10.1 This Agreement shall commence as of the Effective Date and will continue in effect for a period of one (1) year (the “Initial Term”), unless earlier terminated pursuant to this Agreement. The Agreement shall automatically renew for successive one-year periods unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term (collectively, the “Term”).

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10.2 Termination. In addition to any other express termination right set forth elsewhere in this Agreement:

1. Perl Street may terminate this Agreement, effective on written notice to Client, if Client i) fails to pay any amount when due hereunder, and such failure continues more than thirty (30) days after Perl Street’s delivery of written notice thereof 
2. Either Party may terminate this Agreement, effective on written notice to the other Party, if such other Party materially breaches this Agreement, and such breach i) is incapable of cure; or ii) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; and
3. Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if such other Party i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntary or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; iii) makes or seeks to make a general assignment for the benefit of its creditors; or iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
   
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10.3 Effect of Expiration or Termination. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:

1. All rights, licenses, consents, and authorizations granted by either Party to the other hereunder will immediately terminate;
2. Perl Street shall immediately cease all use of any Client Data or Client’s Confidential Information except as permitted under Section 10.3(e);
3. Client shall on reasonable notice, cease all use of any Platform, Services or Documentation and i) promptly return to Perl Street, or at Perl Street’s written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on Perl Street’s Confidential Information ii) permanently erase all Documentation and Perl Street’s Confidential Information from all systems Client directly or indirectly controls and iii) certify to Perl Street in a signed written instrument that it has complied with the requirements of this Section 10.3;
4. Perl Street shall promptly return to the Client all Client Data and Derived Data in a form as reasonably requested by the Client and promptly return to the Client, or at the Client’s written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on the Client’s Confidential Information and certify to the Client in a signed written instrument that it has complied with the requirements of this section 10.3.
5. Notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control Perl Street may retain Client Data and Derived Data to the extent and for so long as required by applicable Law. Perl Street may also retain Client Data and Derived Data in its backups, archives, and disaster recovery systems until such Client Data is deleted in the ordinary course, and all information and materials described in this Section 10.3(e) will remain subject to all confidentiality, security, and other applicable requirements of this Agreement;
6.  Perl Street may disable, on written notice to the Client, all Client and Authorized User access to the Services and Documentation;
7.  If Perl Street terminates this Agreement, all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Client shall pay such Fees, together with all previously accrued but not yet paid Fees and any reimbursable expenses immediately on receipt of Perl Street’s invoice therefor.
8. If the Client terminates this Agreement in accordance with the terms of this Agreement, Perl Street acknowledges that Fees and any reimbursable expenses will only be payable to the date of termination on a pro rata basis.
9. All provisions of this Agreement which would logically survive a termination of this Agreement shall survive any termination or expiration of this Agreement.  

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11. Mutual Indemnification.

Both Parties shall indemnify, defend and hold the other Party harmless from and against any liabilities, losses, and expenses (including, but not limited to, reasonable attorneys' fees) resulting from any claim, suit, action, or proceeding brought against the other Party alleging the infringement of any third party registered copyright or issued patent resulting from the provision of Services, Software or Platform pursuant to this Agreement (but excluding any infringement contributorily caused by said Party’s business. 

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12. Representations and Warranties.

12.1 General Mutual Representations and Warranties. Each Party represents and warrants to the other Party that a) it is duly organized, validly existing, and in good standing under the Laws of the jurisdiction of its organization; b) it has the necessary right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement; c) the execution of this Agreement by its Representative whose signature is set forth at the end of 

this Agreement has been duly authorized by all necessary corporate or organizational action of such Party; and d) when executed and delivered by both Parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

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12.2 Additional Representations, Warranties and Covenants by Client. Client represents, warrants and covenants to Perl Street that Client owns or otherwise has and will have the necessary rights and consents in and relating to the Client Data so that, as received by Perl Street and Processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights or any privacy or other rights of any third Party or violate any applicable Law.

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12.3 Additional Representations, Warranties and Covenants by Perl Street: Perl Street represents, warrants and covenants to the Client that Perl Street owns or otherwise has and will have the necessary rights and consents in and relating to the Platform and Software, so that, the Client will not infringe, misappropriate or otherwise violate any Intellectual Property Rights or any privacy or other rights of any third Party or violate any applicable Law.

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12.4 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTIONS 12.1 and 12.2 AND EXCEPT TO THE EXTENT REQUIRED BY LAW, THE PLATFORM, AS WELL AS ALL SERVICES, DELIVERABLES AND DOCUMENTATION, ARE PROVIDED “AS IS” AND PERL STREET HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND PERL STREET SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, 

12.5 FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PERL STREET MAKES NO WARRANTY OF ANY KIND THAT THE PLATFORM, SERVICES, DELIVERABLES OR DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR-FREE. ALL THIRD PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY MATERIALS IS STRICTLY BETWEEN CLIENT AND THE THIRD PARTY OWNER OR DISTRIBUTOR OF THE THIRD PARTY MATERIALS.

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13. Miscellaneous Provisions

13.1 Force Majeure.  Neither Party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet, provided that the delayed Party: (a) gives the other Party prompt notice of such cause, and (b) uses its reasonable commercial efforts to correct promptly such failure or delay in performance.

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13.2 Government Regulations.  Client shall not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction Client operates or does business.

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13.3 Governing Law; Dispute Resolution, Severability; Waiver.  This Agreement is made under and will be governed by and construed in accordance with the laws of Delaware, excluding conflict of laws rules, and specifically, specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods.  Any dispute relating to the terms, interpretation or performance of this Agreement (other than claims for preliminary injunctive relief or other pre-judgment remedies) (Dispute) will be resolved as follows: : (a) the parties shall exert their best efforts to arrive at an amicable settlement of any Dispute which may arise between them with respect to this agreement; (b) if no such settlement is reached after a period of 30 days from when either party first provides written notice to the other of the Dispute, then upon written notice from either party to the other, said dispute shall be finally resolved by mediation between the parties and shall be held in New York City, New York. Each party is responsible for their own expenses associated with mediation under this clause.

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13.4 Assignment.  Client may not assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of Perl Street, except that Perl Street may assign this Agreement in whole as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets. Any attempted assignment or delegation without such consent will be void.  Perl Street may assign this Agreement in whole or part. This Agreement will bind and inure to the benefit of each Party's successors and permitted assigns.

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13.5 Notices.  Any notice or communication required or permitted to be given hereunder may be delivered by hand, emailed, deposited with an overnight courier, or mailed by registered or certified mail, return receipt requested, postage prepaid, if to Perl Street, to the address below, and if to Client, to the address indicated the Order, or at such other address as may hereafter be furnished in writing by either Party hereto to the other.  Such notice will be deemed to have been given as of the date it is delivered, mailed, or sent, whichever is earlier. 

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13.6 Security Breach Notification. Perl Street agrees to notify Client as soon as it becomes aware of any suspected or actual unintended access of any Perl Street system that may access, process, or store data, files, work product, Confidential Information, or Personal Data produced under, provided under, or related to this Agreement or any Order Form subject to this Agreement. Unintended access includes but is not limited to search engine web crawlers, password compromises, or access by an unauthorized individual or automated program. Perl Street will always attempt to provide immediate notice without any delay and should not exceed seventy-two (72) hours of the discovery of the actual or suspected unintended access.

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13.7 Relationship of Parties. Perl Street and Client are independent contractors, and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between them. Neither Perl Street nor Client will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided herein.

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13.8 Entire Agreement; Counterparts.  This Agreement, including all documents incorporated herein by reference, constitutes the complete and exclusive agreement between the Parties with respect to the subject matter hereof and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings, and agreements, written and oral, regarding such subject matter. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument. In the event that the language of this Agreement conflicts with any and all license agreements between Client and Perl Street, including but not limited to shrink-wrap or click-wrap agreements, where the language conflicts, this Agreement shall prevail. 

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13.9 Acceptance. By subscribing to the Perl Street Platform, Client agrees to be bound by the terms of this Agreement. 

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