Please read these Terms of Service (TOS) carefully before using www.getpera.com (the “Website”) or eu.app.getpera.com (the “Service”).

If a valid agreement exists between you (“Customer”) and Pera People Science B.V. (“Pera”) related to the subject matter hereof, those terms take precedence over these terms unless otherwise agreed by the Parties in relation to a specific Order Form.

Acceptance

These TOS take effect when you click an "I Accept" button or checkbox presented with these TOS or when you use any of the Services or Website, whichever occurs first. If you are agreeing to these TOS on behalf of Customer, you represent to Pera that you have legal authority to bind Customer.

Modifications

Pera may modify these TOS at any time by publishing a revised version at this URL or otherwise providing notice to Customer. By continuing to use the Services after the effective date of any modifications to these TOS, Customer agrees to be bound by the modified terms.

1. Usage rights and restrictions

1. Grant of Rights. Pera grants to Customer a non-exclusive, non-transferable, and world-wide right to use the Cloud Service (including its implementation and configuration), Cloud Materials (as applicable) and Documentation solely for Customer’s and its Affiliates’ internal business operations. Permitted uses and restrictions of the Cloud Service also apply to Cloud Materials and Documentation.
2. Authorized Users. Customer may permit Authorized Users to use the Cloud Service. Usage is limited to the Usage Metrics and volumes stated in the Order Form. Access credentials for the Cloud Service may not be used by more than one individual but may be transferred from one individual to another if the original user is no longer permitted to use the Cloud Service. Customer is responsible for breaches of the Agreement caused by Authorized Users.
3. Acceptable Use Policy. With respect to the Cloud Service, Customer will not:
   1. disassemble, decompile, reverse-engineer, copy, translate or make derivative works,
   2. transmit any content or data that is unlawful or infringes any intellectual property rights, or
   3. circumvent or endanger its operation or security.
4. Verification of Use. Customer will monitor its own use of the Cloud Service and report any use in excess of the Usage Metrics and volume. Pera may monitor use to verify compliance with Usage Metrics, volume, and the Agreement.
5. Suspension of Cloud Service. Pera may suspend or limit use of the Cloud Service if continued use may result in material harm to the Cloud Service or its users. Pera will promptly notify Customer of the suspension or limitation. Pera will limit a suspension or limitation in time and scope as reasonably possible under the circumstances.
6. Third Party Web Services. The Cloud Service may include integrations with web services made available by third parties (other than Pera’s Affiliates) that are accessed through the Cloud Service and subject to terms and conditions with those third parties. These third-party web services are not part of the Cloud Service, and the Agreement does not apply to them.

2. Pera's responsibilities

1. Provisioning. Pera provides access to the Cloud Service as described in the Agreement.
2. Support. Pera provides support for the Cloud Service as referenced in the Order Form.
3. Security. Pera will implement and maintain appropriate technical and organizational measures to protect the personal data processed by Pera as part of the Cloud Service as described in the Data Processing Addendum (“DPA”) for Cloud Services incorporated into the Order Form in compliance with applicable data protection law.
4. Modifications.
   1. The Cloud Service and Pera Policies may be modified by Pera. Pera will inform Customer of modifications by email, the support portal, release notes, Documentation, or the Cloud Service. The information will be delivered by email if the modification is not solely an enhancement. Modifications may include optional new features for the Cloud Service, which Customer may use subject to the then-current Supplement and Documentation.
   2. If Customer establishes that a modification is not solely an enhancement and materially reduces the Cloud Service, Customer may terminate its subscriptions to the affected Cloud Service by providing written notice to Pera within thirty days after receipt of Pera’s informational notice.
5. Analyses. Pera or Pera’s Affiliates may create analyses utilizing, in part, Customer Data and information derived from Customer’s use of the Cloud Service and Consulting Services, as set forth below (“Analyses”). Analyses will anonymize and aggregate information and will be treated as Cloud Materials. Unless otherwise agreed, personal data contained in Customer Data is only used to provide the Cloud Service and Consulting Services. Analyses may be used for the following purposes:
   1. product improvement (in particular, product features and functionality, workflows and user interfaces) and development of new Pera products and services,
   2. improving resource allocation and support,
   3. internal demand planning,
   4. training and developing machine learning algorithms,
   5. improving product performance,
   6. verification of security and data integrity
   7. identification of industry trends and developments, creation of indices and anonymous benchmarking

3. Customer and personal data

1. Customer Data. Customer is responsible for the Customer Data and entering it into the Cloud Service. Customer grants to Pera (including Pera’ Affiliates and subcontractors) a nonexclusive right to process Customer Data solely to provide and support the Cloud Service.
2. Personal Data. Customer will collect and maintain all personal data contained in the Customer Data in compliance with applicable data privacy and protection laws.
3. Security. Customer will maintain reasonable security standards for its Authorized Users’ use of the Cloud Service. Customer will not conduct or authorize penetration tests of the Cloud Service without advance approval from Pera.
4. Access to Customer Data.
   1. During the Subscription Term, Customer can access its Customer Data at any time. Customer may export and retrieve its Customer Data in a standard format. Export and retrieval may be subject to technical limitations, in which case Pera and Customer will find a reasonable method to allow Customer access to Customer Data.
   2. Before the Subscription Term expires, if available, Customer may use Pera’ self-service export tools (as available) to perform a final export of Customer Data from the Cloud Service. Alternatively, Customer may request data export through a support ticket.
   3. At the end of the Agreement, Pera will delete or anonymize the Customer Data remaining on servers hosting the Cloud Service unless applicable law requires retention. Retained data is subject to the confidentiality provisions of the Agreement.
   4. In the event of third-party legal proceedings relating to the Customer Data, Pera will cooperate with Customer and comply with applicable law (both at Customer’s expense) with respect to handling of the Customer Data.

4. Fees and taxes

1. Fees and Payment. Customer will pay fees as stated in the Order Form. After prior written notice, Pera may suspend Customer’s use of the Cloud Service until payment is made. Customer cannot withhold, reduce or set-off fees owed nor reduce Usage Metrics during the Subscription Term. All Order Forms are non-cancellable and fees non-refundable.
2. Taxes. Fees and other charges imposed under an Order Form will not include taxes, all of which will be for Customer’s account. Customer is responsible for all taxes, other than Pera’ income and payroll taxes. Customer must provide to Pera any direct pay permits or valid tax-exempt certificates prior to signing an Order Form. If Pera is required to pay taxes (other than its income and payroll taxes), Customer will reimburse Pera for those amounts and indemnify Pera for any taxes and related costs paid or payable by Pera attributable to those taxes.

5. Term and termination

1. Term. The Subscription Term is as stated in the Agreement or Order Form and remains in force for the term as specified in the Order Form or Agreement. In case the Agreement remains in force for a definite period of time, the Agreement shall be automatically renewed for the same term, unless terminated by either Party by providing the other Party written notice of termination of the Agreement, taking into account a notice period of no less than three (3) months.
2. Termination. A party may terminate the Agreement:
   1. upon thirty days written notice of the other party’s material breach unless the breach is cured during that thirty day period,
   2. as permitted under Sections 3.4(b), 6.3(b), 6.4(c), or 7.1(c) (with termination effective thirty days after receipt of notice in each of these cases), or
   3. immediately if the other party files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors, or otherwise materially breaches Sections 10 or 11.6.
3. Refund and Payments. Pera will not refund the prepaid fees upon termination unless there is a breach of contract (as described in Clause 6.4).
4. Effect of Expiration or Termination. Upon the effective date of expiration or termination of the Agreement:
   1. Customer’s right to use the Cloud Service and all Pera Confidential Information will end,
   2. Confidential Information of the disclosing party will be returned or destroyed as required by the Agreement, and
   3. termination or expiration of the Agreement does not affect other agreements between the parties.
5. Survival. Definitions and Sections 4, 5.3, 5.4, 5.5, 7, 8, 9, 10, and 11 will survive the expiration or termination of the Agreement.

6. Warranties

1. Compliance with Law. Each party warrants its current and continuing compliance with all laws and regulations applicable to it in connection with:
   1. in the case of Pera, the operation of Pera's business as it relates to the Cloud Service, and
   2. in the case of Customer, the Customer Data and Customer’s use of the Cloud Service.
2. Good Industry Practices. Pera warrants that it will provide the Cloud Service:
   1. in substantial conformance with the Documentation; and
   2. with the degree of skill and care reasonably expected from a skilled and experienced global supplier of services substantially similar to the nature and complexity of the Cloud Service.
3. Remedy. Customer’s sole and exclusive remedies and Pera's entire liability for breach of the warranty under Section 6.2 will be:
   1. the re-performance of the deficient Cloud Service, and
   2. if Pera fails to re-perform, Customer may terminate its subscription for the affected Cloud Service. Any termination must occur within three months of Pera's failure to re-perform.
4. System Availability.
   1. Pera warrants to maintain an average monthly system availability for the production system of the Cloud Service as defined in the applicable service level agreement or Supplement (“SLA”).
   2. Customer’s sole and exclusive remedy for Pera's breach of the SLA is the issuance of a credit in the amount described in the SLA. Customer will follow Pera’s posted credit claim procedure. When the validity of the service credit is confirmed by Pera in writing (email permitted), Customer may apply the credit to a future invoice for the Cloud Service or request a refund for the amount of the credit if no future invoice is due.
   3. In the event Pera fails to meet the SLA (i) for four consecutive months, or (ii) for five or more months during any twelve months period, or (iii) at a system availability level of at least 95% for one calendar month, Customer may terminate its subscriptions for the affected Cloud Service by providing Pera with written notice within thirty days after the failure.
5. Warranty Exclusions. The warranties in Sections 6.2 and 6.4 will not apply if:
   1. the Cloud Service is not used in accordance with the Agreement or Documentation,
   2. any non-conformity is caused by Customer, or by any product or service not provided by Pera, or
   3. the Cloud Service was provided for no fee.
6. Disclaimer. Except as expressly provided in the Agreement, neither Pera nor its subcontractors make any representation or warranties, express or implied, statutory or otherwise, regarding any matter, including the merchantability, suitability, originality, or fitness for a particular use or purpose, non-infringement or results to be derived from the use of or integration with any products or services provided under the Agreement, or that the operation of any products or services will be secure, uninterrupted or error free. Customer agrees that it is not relying on delivery of future functionality, public comments or advertising of Pera or product roadmaps in obtaining subscriptions for any Cloud Service.

7. Third party claims

1. Claims Brought Against Customer.
   1. Pera will defend Customer against claims brought against Customer and its Affiliates by any third party alleging that Customer’s and its Affiliates’ use of the Cloud Service infringes or misappropriates a patent claim, copyright, or trade secret right. Pera will indemnify Customer against all damages finally awarded against Customer (or the amount of any settlement Pera enters into) with respect to these claims.
   2. Pera's obligations under Section 7.1 will not apply if the claim results from (i) Customer’s breach of Section 1, (ii) use of the Cloud Service in conjunction with any product or service not provided by Pera, or (iii) use of the Cloud Service provided for no fee.
   3. In the event a claim is made or likely to be made, Pera may (i) procure for Customer the right to continue using the Cloud Service under the terms of the Agreement, or (ii) replace or modify the Cloud Service to be non-infringing without a material decrease in functionality. If these options are not reasonably available, Pera or Customer may terminate Customer’s subscription to the affected Cloud Service upon written notice to the other.
2. Claims Brought Against Pera. Customer will defend Pera against claims brought against Pera and its Affiliates and subcontractors by any third-party related to Customer Data. Customer will indemnify Pera against all damages finally awarded against Pera and its Affiliates and subcontractors (or the amount of any settlement Customer enters into) with respect to these claims.
3. Third Party Claim Procedure.
   1. The party against whom a third-party claim is brought will timely notify the other party in writing of any claim, reasonably cooperate in the defence and may appear (at its own expense) through counsel reasonably acceptable to the party providing the defence.
   2. The party that is obligated to defend a claim will have the right to fully control the defence.
   3. Any settlement of a claim will not include a financial or specific performance obligation on, or admission of liability by, the party against whom the claim is brought.
4. Exclusive Remedy. The provisions of Section 7 state the sole, exclusive, and entire liability of the parties, their Affiliates, Business Partners and subcontractors to the other party, and is the other party’s sole remedy, with respect to covered third party claims and to the infringement or misappropriation of third-party intellectual property rights.

8. Limitation of liability

1. Unlimited Liability. Neither party will exclude or limit its liability for damages resulting from:
   1. the parties’ obligations under Section 7.1(a) and 7.2,
   2. unauthorized use or disclosure of Confidential Information,
   3. either party’s breach of its data protection and security obligations that result in an unauthorized use or disclosure of personal data,
   4. death or bodily injury arising from either party’s gross negligence or wilful misconduct, or
   5. any failure by Customer to pay any fees due under the Agreement.
2. Liability Cap. Subject to Sections 8.1 and 8.3, the maximum aggregate liability of either party (or its respective Affiliates or Pera's subcontractors) to the other or any other person or entity for all events (or series of connected events) arising in any twelve month period will not exceed the annual subscription fees paid for the applicable Cloud Service directly causing the damage for that twelve month period. Any “twelve-month period” commences on the Subscription Term start date or any of its yearly anniversaries.
3. Exclusion of Damages. Subject to Section 8.1:
   1. neither party (nor its respective Affiliates or Pera's subcontractors) will be liable to the other party for any special, incidental, consequential, or indirect damages, loss of good will or business profits, work stoppage or for exemplary or punitive damages, and
   2. Pera will not be liable for any damages caused by any Cloud Service provided for no fee.
4. Risk Allocation. The Agreement allocates the risks between Pera and Customer. The fees for the Cloud Service and Consulting Services reflect this allocation of risk and limitations of liability.

9. Intellectual property rights

1. Pera Ownership. Pera, Pera’s Affiliates or licensors own all intellectual property rights in and related to the Cloud Service, Cloud Materials, Documentation, Consulting Services, design contributions, related knowledge or processes, and any derivative works of them. All rights not expressly granted to Customer are reserved to Pera and its licensors.
2. Customer Ownership. Customer retains all rights in and related to the Customer Data. Pera may use Customer-provided trademarks solely to provide and support the Cloud Service.
3. Non-Assertion of Rights. Customer covenants, on behalf of itself and its successors and assigns, not to assert against Pera and its Affiliates or licensors, any rights, or any claims of any rights, in any Cloud Service, Cloud Materials, Documentation, or Consulting Services.

10. Confidentiality

1. Use of Confidential Information,
   1. The receiving party will protect all Confidential Information of the disclosing party as strictly confidential to the same extent it protects its own Confidential Information, and not less than a reasonable standard of care. Receiving party will not disclose any Confidential Information of the disclosing party to any person other than its personnel, representatives or Authorized Users whose access is necessary to enable it to exercise its rights or perform its obligations under the Agreement and who are under obligations of confidentiality substantially similar to those in Section 10. Customer will not disclose the Agreement or the pricing to any third party.
   2. Confidential Information of either party disclosed prior to execution of the Agreement will be subject to Section 10.
   3. In the event of legal proceedings relating to the Confidential Information, the receiving party will cooperate with the disclosing party and comply with applicable law (all at disclosing party’s expense) with respect to handling of the Confidential Information.
2. Exceptions. The restrictions on use or disclosure of Confidential Information will not apply to any Confidential Information that:
   1. is independently developed by the receiving party without reference to the disclosing party’s Confidential Information,
   2. is generally available to the public without breach of the Agreement by the receiving party,
   3. at the time of disclosure, was known to the receiving party free of confidentiality restrictions, or
   4. the disclosing party agrees in writing is free of confidentiality restrictions.
3. Publicity. Customer grants Pera the right to use the name and the right to display the logo of Customer in its marketing materials, and website or other oral, electronic, or written promotions, which shall include naming Customer as a client of Pera and a brief scope of services provided. Customer agrees that Pera may share information on Customer with its Affiliates for marketing and other business purposes and that it has secured appropriate authorizations to share Customer employee contact information with Pera.

11. Miscellaneous

1. Severability If any provision of the Agreement is held to be invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of the Agreement.
2. No Waiver. A waiver of any breach of the Agreement is not deemed a waiver of any other breach.
3. Electronic Signature. Electronic signatures that comply with applicable law are deemed original signatures.
4. Regulatory Matters. Pera Confidential Information is subject to export control laws of various countries, including the laws of the Netherlands, Brazil and China. Customer will not submit Pera Confidential Information to any government agency for licensing consideration or other regulatory approval, and will not export Pera Confidential Information to countries, persons or entities if prohibited by export laws.
5. Notices. All notices will be in writing and given when delivered to the address set forth in an Order Form. Notices by Pera relating to the operation or support of the Cloud Service and those under Sections 2.4 and 4.1 may be in the form of an electronic notice to Customer’s authorized representative or administrator identified in the Order Form.
6. Assignment. Without Pera's prior written consent, Customer may not assign or transfer the Agreement (or any of its rights or obligations) to any party. Pera may assign the Agreement to Pera Affiliates.
7. Subcontracting. Pera may subcontract parts of the Cloud Service or Consulting Services to third parties. Pera is responsible for breaches of the Agreement caused by its subcontractors.
8. Relationship of the Parties. The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created by the Agreement.
9. Force Majeure. Any delay in performance (other than for the payment of amounts due) caused by conditions beyond the reasonable control of the performing party is not a breach of the Agreement. The time for performance will be extended for a period equal to the duration of the conditions preventing performance
10. Governing Law. The Agreement and any claims relating to its subject matter will be governed by and construed under the laws of the Netherlands, without reference to its conflicts of law principles. All disputes will be subject to the exclusive jurisdiction of the courts located in the Netherlands.
11. Entire Agreement. The Agreement constitutes the complete and exclusive statement of the agreement between Pera and Customer in connection with the parties’ business relationship related to the subject matter of the Agreement. All previous representations, discussions, and writings (including any confidentiality agreements) are merged in and superseded by the Agreement and the parties disclaim any reliance on them. The Agreement may be modified solely in writing signed by both parties, except as permitted under Section 2.4. An Agreement will prevail over terms and conditions of any Customer-issued purchase order, which will have no force and effect, even if Pera accepts or does not otherwise reject the purchase order.
12. Data Processing Addendum. Where Customer is processing personal data using the Services, the DPA shall govern the processing of such personal data.