Perisso, LLC – Terms of Service
Effective Date: September 9, 2026
Last Updated: September 9, 2026
These Terms of Service (the "Terms") are abinding agreement between Perisso, LLC, a California limited liability company("Perisso," "we," "us," or "our"), andthe business or other legal entity that registers for, accesses, or uses theServices ("Customer," "you," or "your"). Byclicking "I agree," signing an Order Form that references theseTerms, or accessing or using the Services, you agree to these Terms. If you donot agree, do not use the Services.
IMPORTANT: THESE TERMS INCLUDE DISCLAIMERS OF WARRANTIES (SECTION 15), A LIMITATION OF LIABILITY (SECTION 17), AND A DISPUTE RESOLUTION PROVISION (SECTION 18). PLEASE READ THEM CAREFULLY.
1. The Agreement
1.1 Business Use Only. The Services are offered to businesses and other organizations for use in their trade or business. They are not offered to individuals for personal, family, or household purposes. You represent that you are entering into these Terms on behalf of a business and that you are at least 18 years old.
1.2 Authority. The individual accepting these Terms represents that they have authority to bind the Customer. If you are accepting on behalf of an entity, "you" and "your" refer to that entity.
1.3 Order of Precedence. The "Agreement" consists of these Terms, any Order Form, our Privacy Policy (available at perisso.com/privacy), and any Data Processing Addendum or Service Level Agreement we make available and you accept. If there is a conflict, the following order applies: (a) the Order Form (for that Order only), (b) any Data Processing Addendum, (c) these Terms, (d) the Privacy Policy, and (e) documentation and policies referenced by link.
1.4 Changes to These Terms. We may update these Terms from time to time. For material changes, we will give you at least 30 days' notice by email to your account owner or by a notice within the Services before the change takes effect. Continued use of the Services after the effective date constitutes acceptance. If you do not agree to a material change, you may terminate the Agreement by written notice before the effective date and we will refund any prepaid, unused Fees for the terminated period. Changes required by law or that reduce your obligations may take effect immediately.
2. Definitions
- "Affiliate". means an entity that controls, is controlled by, or is under common control with a party."AI Features".
- "AI Features". means functionality within the Services that uses machine learning or generative artificial intelligence, including automated drafting, prioritization, forecasting, and the Perisso collections assistant described in Section 6.
- "Authorized Users". means your employees, contractors, and agents whom you authorize to access the Services under your account.
- "Customer Data". means all data, content, and information you or your Authorized Users submit to the Services or that the Services retrieve on your behalf from a Third-Party Service, including invoices, contracts, contact information, and Payor Data."Documentation".
- "Documentation". means our then-current user guides, help articles, and technical documentation for the Services."Fees".
- "Fees". means the amounts payable for the Services as set out in an Order Form or our published pricing."Order Form".
- "Order Form". means an ordering document, online checkout, or subscription selection that identifies the Services purchased, the subscription term, and the Fees."Output".
- "Output". means content generated by AI Features in response to your inputs, such as draft communications, summaries, recommendations, and scores."Payor".
- "Payor". means a customer, general contractor, owner, or other party from whom you seek payment using the Services."Payor Data".
- "Payor Data". means Customer Data relating to a Payor, including names, contact details, payment history, and communications."Services".
- "Services". means Perisso's accounts receivable and revenue cycle management platform, including the web application, mobile applications, APIs, AI Features, integrations, and related support, as described in the applicable Order Form and Documentation."Third-Party Service".
- "Third-Party Service". means any product, service, or platform not provided by Perisso that interoperates with the Services, such as accounting, project management, payment, and communications platforms."Usage Data".
- "Usage Data". means technical, diagnostic, and aggregated or de-identified data about how the Services are accessed and used, which does not identify you or any individual.
3. Accounts and Access
3.1 Account Registration. You must provide accurate, current, and complete registration information and keep it updated. You are responsible for all activity under your account, whether or not you authorized it, except to the extent caused by our breach of Section 12.
3.2 Authorized Users and Credentials. You may permit Authorized Users to use the Services up to the number of seats in your Order Form. Credentials are for individual use and may not be shared. Multi-factor authentication is required for all Authorized Users. You must promptly notify us at security@perisso.com of any unauthorized access or suspected compromise of credentials.
3.3 Your Responsibility for Users. You are responsible for your Authorized Users' compliance with the Agreement and for managing their access, including removing access when an individual leaves your organization.
3.4 Affiliates. Your Affiliates may use the Services under your account and Order Form, provided you remain responsible for their compliance and for all Fees.
4. The Services
4.1 Provision of Services. Subject to the Agreement, we will make the Services available to you during the subscription term and grant you a limited, non-exclusive, non-transferable right to access and use the Services for your internal business purposes in accordance with the Documentation.
4.2 Availability and Support. We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for (a) planned maintenance, for which we will try to give advance notice and schedule outside normal business hours where practicable, and (b) unavailability caused by circumstances beyond our reasonable control, including Third-Party Service outages. We provide support by email at support@perisso.com during our normal business hours (Pacific Time, excluding U.S. holidays). Any service-level commitments apply only if stated in an Order Form or a separate Service Level Agreement.
4.3 Changes to the Services. We continually improve the Services and may add, modify, or discontinue features. We will not materially reduce the core functionality of the Services you have purchased during a paid subscription term without providing a substantially equivalent replacement or the refund described in Section 1.4.
4.4 Beta and Early Access Features. We may offer features or programs identified as beta, preview, pilot, early access, or similar ("Beta Services"). Beta Services are provided for evaluation, may be changed or withdrawn at any time, may contain bugs, and are provided "AS IS" without warranties, support commitments, or service levels. We may collect feedback and usage information from Beta Services to improve the Services. Beta Services are excluded from our indemnification obligations in Section 16.1.
4.5 Mobile Applications. Use of our mobile applications is also subject to the terms of the applicable app store. If any app store terms conflict with these Terms, these Terms govern as between you and Perisso to the extent permitted.
4.6 Professional Services. Onboarding, data migration, training, or configuration services, if any, will be described in an Order Form or statement of work and are governed by the Agreement.
5. Customer Data
5.1 Ownership. As between the parties, you own all right, title, and interest in Customer Data. We claim no ownership of Customer Data.
5.2 License to Perisso. You grant us a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, and otherwise use Customer Data solely (a) to provide, maintain, secure, and improve the Services for you, (b) to prevent or address service, security, or technical issues, (c) as required by law, and (d) as otherwise permitted by your written instructions. We will not sell Customer Data or use it to train generalized machine-learning models made available to other customers, except in aggregated or de-identified form that cannot reasonably be used to identify you, your Authorized Users, or your Payors.
5.3 Your Responsibilities. You are solely responsible for the accuracy, quality, legality, and completeness of Customer Data and for having all rights, consents, and lawful bases necessary to submit it to the Services and to have it processed as described in the Agreement, including with respect to Payor Data and any personal information of your employees or Payors' personnel. You will not submit to the Services any protected health information, payment card numbers (other than through a compliant payment integration), Social Security numbers, or other data subject to heightened legal requirements unless we have agreed in writing to receive it.
5.4 Usage Data. We may collect and use Usage Data to operate, secure, benchmark, and improve the Services and to develop new products, provided that we do not disclose Usage Data in a form that identifies you, your Authorized Users, or your Payors.
5.5 Data Retention, Export, and Deletion. During the subscription term you may export Customer Data through the Services' export functionality or via the API. For 60 days after termination or expiration, we will make Customer Data available for export upon request. After that period, we will delete or de-identify Customer Data within a commercially reasonable time, except that (a) we will retain billing and transaction records for up to seven years as required for tax, accounting, and audit purposes, (b) we may retain data in routine backups until those backups are overwritten in the ordinary course, and (c) we may retain data as required by law or legal process.
5.6 Data Processing Addendum. To the extent Customer Data includes personal information subject to data protection laws, the parties agree that our Data Processing Addendum, when made available and accepted, is incorporated into the Agreement.
6. AI Features
6.1 Integral Nature of AI Features. AI Features are a core part of how the Services work and cannot be disabled while continuing to use the Services. By using the Services, you consent to the processing of Customer Data by AI Features, including by third-party model providers acting as our subprocessors under confidentiality and data-use restrictions.
6.2 Human-in-the-Loop Controls. The Services are designed so that certain consequential actions require approval by an Authorized User before they take effect, including (a) release of unconditional lien waivers or similar releases of rights, (b) payment discounts, write-offs, payment plans, or other concessions, and (c) escalation to demand letters, lien or bond claims, or other legal action. You are responsible for configuring approval settings appropriately and for every action approved through the Services. We may add additional approval checkpoints at our discretion.
6.3 Nature of Output. Output is generated by probabilistic systems and may be inaccurate, incomplete, or inappropriate for your situation. Output is provided to assist your personnel, not to replace their judgment. You must review Output before relying on it or sending it to a Payor. Predictions, scores, cash-flow forecasts, and prioritizations are estimates only, not guarantees of any outcome.
6.4 No Legal, Financial, or Tax Advice. The Services, including any Output regarding lien rights, preliminary notices, waiver forms, statutory deadlines, contract interpretation, or collection strategy, do not constitute legal, financial, accounting, or tax advice. Lien and bond laws vary by jurisdiction and change frequently. You are responsible for consulting your own qualified advisors and for verifying all deadlines, forms, and requirements before acting.
6.5 Ownership of Output. As between the parties, and subject to applicable law regarding AI-generated content, you own the Output generated for you. Because Output may not be unique, we do not warrant that Output generated for you will differ from Output generated for other customers.
6.6 Restrictions. You will not use AI Features (a) to develop a competing product or to train models, (b) to generate communications that are false, misleading, harassing, threatening, or that misrepresent your legal rights or a Payor's obligations, or (c) in any manner prohibited by the acceptable use policies of our model providers, which we will make available on request.
7. Communications Sent Through the Services
7.1 Communications in Your Name. The Services may send emails, text messages, reminders, statements, and other communications to Payors on your behalf and in your name, whether initiated manually or through automated workflows you configure. You authorize us to transmit such communications as your agent and technology provider.
7.2 Your Compliance Obligations. You are the sender of every communication transmitted through the Services. You are solely responsible for (a) the content, accuracy, and timing of communications, (b) obtaining any consents required to contact Payors by the chosen channel, including under the Telephone Consumer Protection Act, the CAN-SPAM Act, and applicable state laws, (c) honoring opt-out requests, and (d) complying with any laws governing collection communications applicable to your business. You will not use the Services to contact individuals regarding consumer (personal, family, or household) debts.
7.3 Perisso Is Not a Collection Agency. Perisso provides software that you use to manage and collect your own commercial receivables. Perisso does not purchase receivables, act as a debt collector, or communicate with Payors in its own name, and nothing in the Services creates an agency, fiduciary, or attorney-client relationship for collection purposes. If you engage a third-party collection agency or attorney, that relationship is between you and them.
7.4 Deliverability. We use commercially reasonable efforts to deliver communications but do not guarantee delivery, receipt, or read status, which depend on carriers, email providers, and Payor systems outside our control.
8. Third-Party Services and Integrations
8.1 Integrations. The Services may connect to Third-Party Services such as accounting software, construction project management platforms, supplier and homebuilder portals, payment processors, and email or messaging providers. By enabling an integration, you authorize us to access, retrieve, and transmit Customer Data to and from that Third-Party Service and you represent that you have the right to do so under your agreement with that provider.
8.2 Independent Terms. Third-Party Services are governed by their own terms and privacy policies, and your use of them is at your own risk. We are not responsible for Third-Party Services, including their availability, accuracy, security, data practices, fees, or changes to their APIs or policies.
8.3 Changes and Discontinuation. A Third-Party Service provider may change, restrict, or discontinue its services or our access to them at any time. We may modify or discontinue an integration as a result, and such changes will not constitute a breach of the Agreement or entitle you to a refund unless the integration was expressly identified as a paid, material component in your Order Form.
8.4 Data Accuracy Between Systems. Where the Services synchronize data with a Third-Party Service, the Third-Party Service (for example, your accounting system) is the system of record unless the Documentation states otherwise. You are responsible for reviewing synchronized data and resolving discrepancies.
9. Payments and Payment Processing
9.1 Payment Processing. Payment functionality within the Services, including any ability for Payors to pay you, is provided by third-party payment processors (currently Stripe, Inc.). Perisso is not a bank, money transmitter, or payment processor and does not hold, custody, or control funds paid to you. Your use of payment functionality is subject to the processor's terms, and you must complete any onboarding, verification, or underwriting the processor requires.
9.2 Processing Fees and Disputes. You are responsible for processing fees, chargebacks, refunds, and disputes arising from payments made to you, and for any obligations to the processor. We may pass through processing fees or charge platform fees as described in your Order Form or our pricing page.
9.3 Records. Payment records displayed in the Services are for convenience. The processor's records and your bank statements control in the event of a discrepancy.
10. Fees and Billing
10.1 Fees. You will pay the Fees stated in your Order Form or, if none, our then-current published pricing. Except as expressly stated in the Agreement, Fees are non-cancellable and non-refundable, and subscription quantities may not be decreased during a subscription term.
10.2 Billing and Payment. Unless otherwise stated in an Order Form, subscription Fees are billed in advance, monthly or annually, to the payment method on file, and usage-based Fees (if any) are billed in arrears. You authorize us and our payment processor to charge your payment method for all Fees when due. Invoiced amounts are due within 30 days of the invoice date.
10.3 Late Payment. Amounts not paid when due may accrue interest at the lesser of 1.0% per month or the maximum rate permitted by law, plus reasonable costs of collection. If any amount is more than 15 days overdue, we may, after giving at least 10 days' written notice, suspend access to the Services until paid.
10.4 Taxes. Fees exclude taxes. You are responsible for all sales, use, VAT, GST, and similar taxes, other than taxes on our net income. If you are tax-exempt, you must provide a valid exemption certificate.
10.5 Price Changes. We may change Fees for a subscription effective upon renewal by providing at least 30 days' notice before the renewal date. Pricing for the then-current term will not change without your consent.
10.6 Free Trials and Promotional Pricing. Trials and promotional pricing are as described at signup and may be modified or withdrawn. Unless you cancel before a trial ends, your subscription will convert to a paid subscription and the payment method on file will be charged.
11. Term, Renewal, Suspension, and Termination
11.1 Term. The Agreement begins when you first accept it and continues until all subscriptions have expired or been terminated. Each subscription term is as stated in the Order Form and, unless either party gives notice of non-renewal at least 30 days before the end of the then-current term, automatically renews for successive periods equal to the prior term (or one year, if the prior term exceeded one year).
11.2 Termination for Cause. Either party may terminate the Agreement or an affected Order Form if the other party (a) materially breaches the Agreement and fails to cure within 30 days after written notice, or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings not dismissed within 60 days.
11.3 Suspension. We may suspend access to the Services, in whole or part, with as much prior notice as is reasonably practicable, if (a) we reasonably believe your use poses a security risk, may harm the Services or other customers, or violates law or Section 13, (b) Fees are overdue as described in Section 10.3, or (c) a Third-Party Service provider or law enforcement requires it. We will limit any suspension to the extent and duration reasonably necessary and will restore access promptly once the issue is resolved.
11.4 Effect of Termination. Upon termination or expiration, your right to use the Services ends, all unpaid Fees for the remainder of any committed term become due (except where you terminate for our uncured breach, in which case we will refund prepaid, unused Fees for the remaining term), and Section 5.5 governs Customer Data. Sections 5.1, 5.4, 5.5, 6.3, 6.4, 7.2, 7.3, 10, 11.4, 12, 14, 15, 16, 17, 18, and 19 survive.
12. Security and Privacy
12.1 Security Program. We maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data that are reasonable in light of the nature of the data and industry practice for services of our size and type, including encryption in transit and at rest, access controls, logging, and required multi-factor authentication. We host the Services with reputable cloud infrastructure providers.
12.2 Security Incidents. If we become aware of unauthorized access to Customer Data in our possession that compromises its confidentiality, integrity, or availability (a "Security Incident"), we will notify you without undue delay and, in any event, within the time required by applicable law, and will provide information reasonably available to us to help you meet your own notification obligations. Notification of a Security Incident is not an admission of fault.
12.3 Privacy Policy. Our Privacy Policy describes how we collect and use personal information in connection with the Services. The Privacy Policy governs personal information of Authorized Users and website visitors; Customer Data (including Payor Data) is processed on your behalf as described in Section 5 and any Data Processing Addendum.
12.4 Subprocessors. We use third-party subprocessors, including cloud hosting, AI model providers, communications delivery, and payment processing vendors, to provide the Services. A current list is available on. We remain responsible for our subprocessors' performance of our obligations under the Agreement.
13. Acceptable Use
You will not, and will not permit anyone to:
- copy, modify, create derivative works of, reverse engineer, decompile, or attempt to derive source code or underlying models or algorithms of the Services, except to the extent permitted by law notwithstanding this restriction;
- sell, resell, sublicense, rent, lease, time-share, or provide the Services to third parties outside your organization and Affiliates, or use the Services to operate a service bureau;
- access the Services to build a competitive product or to benchmark for publication without our written consent;
- use the Services to store or transmit malicious code, infringing or unlawful material, or material that violates third-party privacy or publicity rights;
- interfere with or disrupt the integrity or performance of the Services, circumvent usage limits or security controls, or attempt to gain unauthorized access to the Services or related systems;
- use automated scripts or scraping to extract data from the Services other than through documented APIs and within published rate limits;
- use the Services in violation of applicable law, including export control, sanctions, anti-corruption, consumer protection, and data protection laws; or
- remove or obscure any proprietary notices in the Services or Documentation.
14. Intellectual Property and Confidentiality
14.1 Perisso IP. We and our licensors own all right, title, and interest in and to the Services, Documentation, Usage Data, and all related technology, including all improvements, derivatives, and intellectual property rights therein. Except for the limited rights expressly granted in the Agreement, no rights are granted to you, by implication, estoppel, or otherwise. The Perisso name, logo, and product names are our trademarks and may not be used without our written permission.
14.2 Feedback. If you provide suggestions, ideas, or feedback about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use them for any purpose without obligation to you. We will not identify you as the source of feedback without your consent.
14.3 Confidential Information. "Confidential Information" means non-public information disclosed by one party to the other under the Agreement that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is your Confidential Information; the Services, Documentation, pricing, and roadmap information are our Confidential Information. Confidential Information excludes information that is or becomes public through no fault of the recipient, was known to the recipient before disclosure, is independently developed without use of the discloser's information, or is rightfully received from a third party without restriction.
14.4 Obligations. The recipient will (a) use Confidential Information only to perform under or exercise rights under the Agreement, (b) protect it with at least the same degree of care it uses for its own similar information and no less than reasonable care, and (c) disclose it only to employees, Affiliates, contractors, and advisors who need to know it and are bound by obligations at least as protective. A recipient may disclose Confidential Information to the extent required by law or legal process, provided it gives the discloser prompt notice (where legally permitted) and reasonable assistance in seeking protective treatment. These obligations continue for three years after the Agreement ends, except for Customer Data and trade secrets, which remain protected for as long as they qualify as such.
14.5 Publicity. You agree that we may identify you as a customer, including by using your name and logo on our website and in marketing materials, subject to any trademark usage guidelines you provide. You may opt out at any time by emailing sales@perisso.com. Any case study, quote, or press release will require your prior written approval.
15. Warranties and Disclaimers
15.1 Mutual Warranties. Each party represents and warrants that it has the legal authority to enter into the Agreement and that doing so will not violate any other agreement to which it is a party.
15.2 Perisso Warranties. We warrant that (a) the Services will perform materially in accordance with the Documentation during the subscription term, and (b) we will not materially decrease the overall security of the Services during the subscription term. If the Services do not conform to warranty (a), your exclusive remedy and our sole obligation will be for us to use commercially reasonable efforts to correct the non-conformity, and if we cannot do so within a reasonable time, you may terminate the affected Order Form and receive a refund of prepaid, unused Fees for the remainder of the term. This warranty does not apply to Beta Services, Output, Third-Party Services, or issues caused by misuse or by modifications not made by us.
15.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 15, THE SERVICES, DOCUMENTATION, OUTPUT, AND ANY OTHER MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT OUTPUT WILL BE ACCURATE OR COMPLETE, THAT ANY PAYOR WILL PAY OR PAY SOONER, THAT ANY FORECAST WILL BE REALIZED, OR THAT ANY LIEN, BOND, OR OTHER RIGHT WILL BE PRESERVED. YOU ASSUME ALL RISK FOR DECISIONS MADE BASED ON THE SERVICES.
16. Indemnification
16.1 By Perisso. We will defend you against any third-party claim alleging that the Services, as provided by us and used in accordance with the Agreement, infringe or misappropriate that third party's U.S. patent, copyright, trademark, or trade secret, and will pay damages, costs, and reasonable attorneys' fees finally awarded or agreed in a settlement we approve. This obligation does not apply to claims arising from Customer Data, Output, Third-Party Services, Beta Services, your specifications, modifications not made by us, or combinations with products not provided by us. If a claim is made or we believe one is likely, we may (a) procure the right for you to continue using the Services, (b) modify or replace the Services to be non-infringing, or (c) if neither is commercially reasonable, terminate the affected subscription and refund prepaid, unused Fees. This Section 16.1 states our entire liability for infringement claims.
16.2 By Customer. You will defend us and our Affiliates, officers, employees, and contractors against any third-party claim arising from (a) Customer Data, including any claim that Customer Data or our processing of it in accordance with the Agreement violates law or third-party rights, (b) communications sent through the Services in your name, including claims under the TCPA, CAN-SPAM, or debt-collection or consumer-protection laws, (c) actions you or your Authorized Users take or approve through the Services, including lien waivers, concessions, and legal escalations, (d) your use of Third-Party Services, or (e) your breach of Section 13, and will pay damages, costs, and reasonable attorneys' fees finally awarded or agreed in a settlement you approve.
16.3 Procedure. The indemnified party must (a) give prompt written notice of the claim (delay excuses the indemnifying party only to the extent of prejudice), (b) give the indemnifying party sole control of the defense and settlement, provided any settlement that imposes obligations on or admits fault by the indemnified party requires its consent, not to be unreasonably withheld, and (c) provide reasonable cooperation at the indemnifying party's expense.
17. Limitation of Liability
17.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE UNDER THE AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF USE, LOSS OF DATA, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR CLARITY, DELAYED OR UNCOLLECTED RECEIVABLES, MISSED LIEN OR NOTICE DEADLINES, AND LOSS OF LIEN OR BOND RIGHTS ARE CONSEQUENTIAL DAMAGES FOR PURPOSES OF THIS SECTION.
17.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO US IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (OR, IF THE CLAIM ARISES DURING A FREE TRIAL OR BETA PERIOD FOR WHICH NO FEES ARE PAID, US $1,000).
17.3 Exceptions. Sections 17.1 and 17.2 do not limit (a) either party's indemnification obligations under Section 16, (b) your obligation to pay Fees, (c) liability arising from a party's gross negligence, willful misconduct, or fraud, (d) a party's breach of Section 14.3 and 14.4 (Confidentiality), or (e) any liability that cannot be limited under applicable law.
17.4 Basis of the Bargain. The parties agree that the limitations in this Section 17 are an essential basis of the bargain and that the Fees reflect this allocation of risk.
18. Governing Law and Dispute Resolution
18.1 Governing Law. The Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.
18.2 Informal Resolution. Before filing a claim, the party raising a dispute will give the other party written notice describing the dispute, and the parties will attempt in good faith to resolve it through discussion between representatives with authority to settle for at least 30 days.
18.3 Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to the Agreement or the Services that is not resolved under Section 18.2 will be finally resolved by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures (or, for claims under US $250,000, its Streamlined Arbitration Rules and Procedures) then in effect. The arbitration will be conducted by a single neutral arbitrator with experience in commercial software agreements, seated in [Walnut Creek], California, and conducted in English. The arbitrator may award any relief a court could award to an individual party, and judgment on the award may be entered in any court of competent jurisdiction. The parties will bear the arbitration filing and administrative fees and arbitrator compensation equally, subject to reallocation by the arbitrator under Section 18.5. The arbitration and all related proceedings and filings are Confidential Information of both parties.
18.4 Exceptions to Arbitration. Notwithstanding Section 18.3, either party may (a) bring an individual claim in small claims court if it qualifies, and (b) seek temporary, preliminary, or permanent injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property rights or Confidential Information, or to prevent unauthorized access to or use of the Services, without first engaging in arbitration or the informal process in Section 18.2. Any court action permitted by this Section will be brought exclusively in the state or federal courts located in Contra Costa County, California, and each party consents to personal jurisdiction and venue there.
18.5 Class Action and Jury Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT DISPUTES WILL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS AND WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS. EACH PARTY ALSO WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING PERMITTED IN COURT UNDER SECTION 18.4. If the class action waiver is found unenforceable as to a particular claim, that claim will be severed and litigated in court under Section 18.4 and the remainder arbitrated.
18.6 Attorneys' Fees. In any arbitration or court proceeding to enforce the Agreement, the prevailing party will be entitled to recover its reasonable attorneys' fees and costs, including arbitration fees, as determined by the arbitrator or court.
18.7 Federal Arbitration Act. This Section 18 is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and survives termination of the Agreement.
19. General
19.1 Notices. Notices to Perisso must be sent to Perisso, LLC, 1485 Civic Court, Suite 1200, Concord, California94520, with a copy to legal@perisso.com. Notices to you will be sent to the email address of your account owner or posted within the Services. Notices are effective upon receipt (for email, when sent, absent a bounce).
19.2 Assignment. Neither party may assign the Agreement without the other's written consent, except that either party may assign it without consent to an Affiliate or to a successor in a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes all obligations. Any other attempted assignment is void.
19.3 Force Majeure. Neither party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, labor disputes, governmental action, utility or internet failures, and failures of Third-Party Services.
19.4 Export and Sanctions. You represent that you are not located in, and are not a national or resident of, a country subject to comprehensive U.S. sanctions, and are not on any U.S. government restricted-party list. You will comply with all applicable export and sanctions laws in using the Services.
19.5 U.S. Government Users. The Services are "commercial computer software" and "commercial computer software documentation" as those terms are used in applicable U.S. federal acquisition regulations, and government users acquire only the rights specified in the Agreement.
19.6 Independent Contractors. The parties are independent contractors. The Agreement does not create a partnership, joint venture, agency, franchise, or employment relationship, except that we act as your limited agent solely for the purpose of transmitting communications under Section 7.
19.7 No Third-Party Beneficiaries. There are no third-party beneficiaries to the Agreement, except that our Affiliates, officers, employees, and contractors are beneficiaries of Section 16.2.
19.8 Waiver and Severability. A waiver is effective only if in writing and does not waive any later breach. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect.
19.9 Entire Agreement. The Agreement is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous proposals, quotes, negotiations, and agreements, written or oral. No terms in any purchase order, vendor registration portal, or other Customer document will apply, and any such terms are rejected. Except as provided in Section 1.4, amendments must be in writing and signed (electronically or otherwise) by both parties.
19.10 Electronic Acceptance; Counterparts. The Agreement may be accepted electronically and, where signed, executed in counterparts, each of which is deemed an original. Electronic signatures and records are binding to the same extent as handwritten ones.
19.11 Headings and Interpretation. Headings are for convenience only. "Including" means "including without limitation." The Agreement will not be construed against the drafting party.
Contact
Perisso, LLC · 1485 Civic Court, Suite 1200, Concord, California 94520 · legal@perisso.com · perisso.com