BY USING THE PERLU SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING THE PROVISIONS OF SECTION 12 UNDER WHICH YOU AGREE TO ARBITRATE CERTAIN CLAIMS INSTEAD OF GOING TO COURT AND AGREE NOT TO BRING OR PARTICIPATE IN CLASS ACTIONS CLAIMS. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN PLEASE DO NOT USE THE PERLU SERVICE.
Note for Children. The Perlu Service is not for persons under the age of 18. If you are under 18 years of age, then please do not use the Perlu Service. By clicking the “I Agree” button or by otherwise using or registering an account for the Perlu Service, you represent that you are at least 18 years of age.
- The Perlu Service. The Perlu Service is being made available to you to enable you to become part of a community of online influencers with whom you can communicate and share ideas and materials. You will have the ability to create a public profile that will be available to the online influencer community that uses the Perlu Service to enable other online influencers to communicate with you. The Perlu Service will be updated over time thereby adding additional user benefits that may be made available to you.
- Access Rights. Upon registration for the Perlu Service you shall become a “Member” and be granted access to the full Perlu Service. Not all features of the Perlu Service will be available to unregistered users (“Visitors”), and features of the Perlu Service may be changed or removed at any time with or without notice. When you register for the Perlu Service you shall register with your real name and only use an image as part of your profile that is your likeness. You hereby acknowledge that we reserve the right to disable any user account with a profile which we believe (in our sole discretion) is false or misleading (including a profile that impersonates a third party).
- Ownership; Proprietary Rights.
- Perlu-Owned Materials. As between you and Perlu, Perlu owns all worldwide rights, title and interest, including all intellectual property and other proprietary rights, in and to the Perlu Service, and all usage and other data generated or collected in connection with the use thereof (the “Perlu Materials”). You agree not to license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make any unauthorized use of Perlu Materials. You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, algorithm or programs underlying Perlu Materials or the Perlu Service. Perlu reserves the right to modify or discontinue the Perlu Service or any version(s) thereof at any time in its sole discretion, with or without notice.
- User-Owned Materials. As between you and Perlu, you own all worldwide rights, title and interest, including all intellectual property and other proprietary rights, in and to all content contributed to the Perlu Service by you (“User-Owned Materials”). You hereby grant Perlu a royalty-free, nonexclusive, irrevocable worldwide license to copy, use, publicly display and prepare derivative works of the User-Owned Materials as part of the Perlu Service.
- Third Party Sites. The Perlu Service may include advertisements or other links that allow you to access web sites or other online services that are owned and operated by third parties. You acknowledge and agree that Perlu is not responsible and shall have no liability for the content of such third party sites and services, products or services made available through them, or your use of or interaction with them.
- Third-Party Services. The Perlu Service may include features or functionality that interoperate with online services operated by third parties (such services, “Third-Party Services”), pursuant to agreements between Perlu and the operators of such Third-Party Services (such agreements, “Third-Party Agreements” and such operators, “Operators”) or through application programming interfaces or other means of interoperability made generally available by the Operators (“Third-Party APIs”) which Perlu does not control. Third-Party Agreements and Third-Party APIs (and the policies, terms and rules applicable to Third-Party APIs) may be modified, suspended or terminated at any time. Perlu shall have no liability with respect to any such modification, suspension or termination. You are responsible for ensuring that your use of the Perlu Service in connection with any Third-Party Service complies with all agreements, policies, terms and rules applicable to such Third-Party Service.
- Prohibited Uses. As a condition of your use of the Perlu Service, you will not use the Perlu Service for any purpose that is unlawful or prohibited by this Agreement. You may not use the Perlu Service in any manner that in our sole discretion could damage, disable, overburden, impair or interfere with any other party’s use of it. For example, you may not:
- transmit via or through the Perlu Service any information, data, text, images, files, links, software, chat, communication or other materials (“Content”) that is or which Perlu considers in its sole discretion to be unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, hateful or threatening to any group defined by race, religion, gender, national origin or sexual orientation, or otherwise objectionable, including without limitation blatant expressions of bigotry, prejudice, racism, hatred or excessive profanity or post any obscene, lewd, lascivious, excessively violent, harassing or otherwise objectionable Content;
- sell or promote any products or services;
- introduce viruses, worms, Trojan horses and/or harmful code on the Internet;
- display material that exploits children under 18 years of age;
- post any Content that infringes in any way or violates any copyright, patent, trademark, service mark, trade name, trade secret or other intellectual property right of any third party;
- promote, solicit or participate in multi-level marketing or pyramid schemes;
- harass, embarrass or cause distress or discomfort upon another participant, user, or other individual or entity;
- impersonate any other person, including but not limited to, a Perlu officer or employee.
- post or disclose any personally identifying information or private information about children or any third parties without their consent (or their parent's consent in case of a child under 13 years of age);
- post or transmit any unsolicited advertising, promotional materials, or any other forms of solicitation on our bulletin boards, including without limitation solicitations of credit card numbers, solicitations for sponsors, or promotion of raffles or contests;
- intentionally or unintentionally violate any applicable local, state, national or international law, including but not limited to any regulations having the force of law while using or accessing the Perlu Service or in connection with your use of the Perlu Service, in any manner; or
- invade the privacy or violate any personal or proprietary right (including intellectual property rights) of any person or entity.
These are some, though not all, of the activities that may result in removal of Content which you post to the Perlu Service and/or the termination of your access to the Perlu Service.
- Additional Terms. When you use certain features or materials on the Perlu Service, such use or participation may be subject to additional terms and conditions posted on the Perlu Service. Such additional terms and conditions are hereby incorporated within this Agreement, and you agree to comply with such additional terms and conditions with respect to such use or participation.
- Termination. You agree that Perlu, in its sole discretion and for any or no reason, may terminate this Agreement or your use of the Perlu Service, at any time and without notice. Perlu may also in its sole discretion and at any time discontinue providing the Perlu Service, or any part thereof, with or without notice. You agree that Perlu shall not be liable to you or any third-party for any such termination. Sections 3 through 14 will survive any termination of this Agreement.
- Disclaimers; No Warranties. THE PERLU SERVICE AND ANY MEDIA, INFORMATION OR OTHER MATERIALS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE PERLU SERVICE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, PERLU AND ITS LICENSORS AND PARTNERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. PERLU AND ITS LICENSORS AND PARTNERS DO NOT WARRANT THAT THE FEATURES AND FUNCTIONALITY OF THE PERLU SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PERLU SERVICE OR THE SERVERS THAT MAKE AVAILABLE THE FEATURES AND FUNCTIONALITY THEREOF ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
- Indemnification. You agree to indemnify and hold Perlu and its affiliated companies, and each of their officers, directors and employees, harmless from any claims, losses, damages, liabilities, costs and expenses, including reasonable attorney’s fees, (any of the foregoing, a “Claim”) arising out of or relating to your use or misuse of the Perlu Service, breach of this Agreement or infringement, misappropriation or violation of the intellectual property or other rights of any other person or entity, provided that the foregoing does not obligate you to the extent the Claim arises out of Perlu’s willful misconduct or gross negligence. Perlu reserves the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.
- Limitation of Liability and Damages. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL PERLU OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SITE PROVIDERS, BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT ARISE OUT OF OR RELATE TO THE PERLU SERVICE, INCLUDING YOUR USE THEREOF, OR ANY OTHER INTERACTIONS WITH PERLU, EVEN IF PERLU OR A PERLU AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, IN WHICH CASE PERLU’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW. IN NO EVENT SHALL THE TOTAL LIABILITY OF PERLU OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR THIRD PARTY PARTNERS OR LICENSORS TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE PERLU SERVICE EXCEED ONE HUNDRED U.S. DOLLARS.
- Agreement to Arbitrate. This Section 12 is referred to herein as the “Arbitration Agreement.” The parties that any and all controversies, claims, or disputes between you and Perlu arising out of, relating to, or resulting from this Agreement, shall be subject to binding arbitration pursuant to the terms and conditions of this Arbitration Agreement, and not any court action (other than a small claims court action to the extent the claim qualifies and other than claims for injunctive or other equitable relief). The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
- Class Action Waiver. THE PARTIES AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S).
- Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's (“AAA”) rules and procedures (the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between the AAA Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would, including without limitation, the limitation of liability provisions in Section 11.
- Venue. The arbitration shall be held in Syracuse, New York or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or Perlu may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on each party, but subject to the arbitrator's discretion to require an in-person hearing if the circumstances warrant. Attendance at any in-person hearing may be made by telephone by either or both parties unless the arbitrator requires otherwise.
- Governing Law. The arbitrator will decide the substance of all claims in accordance with the laws of the State of New York, without regard to its conflicts of laws rules, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Perlu Service users, but is bound by rulings in prior arbitrations involving you to the extent required by applicable law.
- Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA’s Rules. Each party will be responsible for all other fees it incurs in connection with the arbitration, including without limitation, all attorney fees.
- Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.
- Severability. If a court decides that any term or provision of this Arbitration Agreement other than Section 12.2 is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court decides that any of the provisions of Section 12.2 is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of this Agreement will continue to apply.
- Notice and Take Down Procedures; Copyright Agent
If you believe any materials accessible on or from the Perlu Service infringe your copyright, you may request removal of those materials (or access thereto) from the Perlu Service by contacting Perlu’s copyright agent (identified below) and providing the following information:
- Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.
- Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.
- 13.3 Your name, address, telephone number and (if available) e-mail address.
- A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.
- A statement that the information that you have supplied is accurate, and indicating that “under penalty of perjury,” you are the copyright owner or are authorized to act on the copyright owner’s behalf.
- A signature or the electronic equivalent from the copyright holder or authorized representative.
- Perlu’s agent for copyright issues relating to Perlu Service can be reached as follows:
By email at firstname.lastname@example.org
Or by mail at,
Perlu Copyright Agent
333 West Washington Street
Syracuse, NY 13202
- Miscellaneous. Perlu may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time. Changes will be effective: (i) thirty (30) days after Perlu provides notice of the Changes, whether such notice is provided through the Perlu Service user interface, is sent to the e-mail address associated with your account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first. Under this Agreement, you consent to receive communications from Perlu electronically. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to this Agreement or the Perlu Service that is not subject to arbitration under Section 12 shall be filed only in the state or federal courts in the State of New York (or a small claims court of competent jurisdiction) and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. Notwithstanding the foregoing, either party may petition any court of competent jurisdiction for injunctive or other equitable relief. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Perlu without restriction. This is the entire agreement between us relating to the subject matter herein and shall not be modified except in a writing, signed by both parties, or by a change to this Agreement made by Perlu as set forth herein.