Terms of Service
Last updated April 2023
PLEASE READ THE FOLLOWING TERMS OF SERVICE AGREEMENT CAREFULLY. BY ACCESSING OR USING OUR WEBSITE (THE "SITE") OR OUR SERVICES, YOU HEREBY AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND ALL TERMS INCORPORATED HEREIN BY REFERENCE. IT IS YOUR RESPONSIBILITY TO READ THE TERMS AND CONDITIONS BEFORE PROCEEDING TO USE THIS SITE. IF YOU DO NOT EXPRESSLY AGREE TO ALL OF THE TERMS AND CONDITIONS, THEN DO NOT ACCESS OR USE OUR SITE OR OUR SERVICES.
The present terms and conditions (this "Agreement" or "Terms") is a legal agreement between you and Perci PBC (“Perci”), a Delaware public benefit corporation located at 1 Washington Mall #1288, Boston, Massachusetts 02108. This Agreement annuls and voids all previous agreements.
This Site (https://perci.app), which includes its subdomains such as Perci Explore (https://explore.perci.app), is owned and operated by Perci. Perci offers this Site, including all information, tools and services available from this Site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here on an as-is basis.
By visiting our Site or using our Services, you agree to be bound by the following terms and conditions, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. In the event of an inconsistency between this Agreement and any additional terms or policies referenced herein, the provisions of the additional terms or policies shall control.
Please read these Terms carefully before accessing or using our Site. By accessing or using any part of the Site, you agree to be bound by these Terms. If you do not agree to all the Terms of this Agreement, do not access the Site or use any of our Services.
You can review the most current version of the Terms at any time on this page at https://perci.app/terms. We reserve the right to update, change or replace any part of these Terms. Continued use of or access to the Site following any changes constitutes acceptance of those changes.
SECTION 1 - GENERAL TERMS
By agreeing to these Terms, you represent that you are at least 13 years of age or that you are at least 18 years of age and you have given us your consent to allow your minor dependents to use this Site.
You may not use our products or Site for any illegal or unauthorized purpose nor may you, in the use of our products or Site, violate any laws in your jurisdiction.
A breach or violation of any of the Terms will result in an immediate termination of your account and right to use our Services.
We have the right to take any of the following actions in our sole discretion at any time and for any reason without giving you any prior notice:
1. Restrict, suspend or terminate your access to all or any part of our Site;
2. Change, suspend or discontinue all or any part of our products or Site;
3. Refuse, move, or remove any content that is available on all or any part of our Site;
4. Deactivate or delete your accounts;
5. Establish general practices and limits concerning use of our Site.
You understand and agree that our Site may include communications such as service announcements and administrative or legal notices from us. You cannot opt out of receiving these notices.
You may not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site without express written permission by us. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Perci or our licensors except as expressly authorized by these Terms.
SECTION 2 - CREATING AN ACCOUNT
Once you create an account with us, you are registered on the Perci Site. The terms "member," "membership," and "account" all refer to this registration as a member on Perci's Site. If you are merely browsing through the Site and have not yet created an account, your use of the Site is still subject to this Agreement; if you do not agree to this Agreement, do not use the Site.
When you create an account, you will provide your email address, which will also serve as your username. We will also ask you to create a password. Because any activities, whether authorized by you or not, that occur under your account are your responsibility, it is important for you to keep your username and password secure. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that Perci is not responsible for third party access to your account that results from theft or misappropriation of your account. Notify us immediately if you believe that someone has used your username, email, or password without your authorization.
Furthermore, the registering party hereby acknowledges, understands and agrees to:
a) furnish factual, correct, current and complete information
b) maintain and promptly update your registration and profile information at all times.
If anyone knowingly provides any information of a false, untrue, inaccurate or incomplete nature, Perci will have sufficient grounds and rights to suspend or terminate the member in violation of this aspect of the Agreement, and as such refuse any and all current or future use of Perci Services, or any portion thereof.
SECTION 3 - CONDUCT
As a user or member of the Site, you herein acknowledge, understand and agree that all information, text, software, data, photographs, music, video, messages, tags or any other content, whether it is publicly or privately posted and/or transmitted, is the expressed sole responsibility of the individual from whom the content originated. You are solely responsible for any and all content posted, uploaded, emailed, transmitted or otherwise made available. Perci does not guarantee the accuracy, integrity or quality of such content. It is expressly understood that by use of our Services, you may be exposed to content including, but not limited to, any errors or omissions in any content posted, and/or any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted or otherwise made available by Perci.
Furthermore, you herein agree not to make use of Perci’s Services for the purpose of:
a) uploading, posting, emailing, transmitting, or otherwise making available any content that shall be deemed unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or invasive of another's privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable;
b) causing harm to minors;
c) impersonating any individual or entity, including, but not limited to, any Perci employees or falsely stating or otherwise misrepresenting any affiliation with an individual or entity;
d) uploading, posting, emailing, transmitting or otherwise offering any such content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any other party;
e) uploading, posting, emailing, transmitting or otherwise offering any content that you do not personally have any right to offer pursuant to any law or in accordance with any contractual or fiduciary relationship;
f) uploading, posting, emailing, transmitting, or otherwise offering any unsolicited or unauthorized advertising, promotional flyers, "junk mail," "spam," or any other form of solicitation, except in any such areas that may have been designated for such purpose;
g) uploading, posting, emailing, transmitting, or otherwise offering any source that may contain a software virus or other computer code, any files and/or programs which have been designed to interfere, destroy and/or limit the operation of any computer software, hardware, or telecommunication equipment;
h) disrupting the normal flow of communication, or otherwise acting in any manner that would negatively affect other users' ability to participate in any interactions;
i) interfering with or disrupting any of our Services, servers and/or networks that may be connected or related to our website, including, but not limited to, the use of any device software and/or routine to bypass the robot exclusion headers;
j) intentionally or unintentionally violating any local, state, federal, national or international law, including, but not limited to, rules, guidelines, and/or regulations decreed by the U.S. Securities and Exchange Commission, in addition to any rules of any nation or other securities exchange, that would include without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law;
k) providing informational support or resources, concealing and/or disguising the character, location, and or source to any organization delegated by the United States government as a "foreign terrorist organization" in accordance to Section 219 of the Immigration Nationality Act;
l) "stalking" or with the intent to otherwise harass another individual; and/or
m) collecting or storing of any personal data relating to any other member or user in connection with the prohibited conduct and/or activities which have been set forth in the aforementioned paragraphs.
Perci PBC herein reserves the right to pre-screen, refuse and/or delete any content currently available through our Services. In addition, we reserve the right to remove and/or delete any such content that would violate the Terms or which would otherwise be considered offensive to other visitors, users and/or members.
Perci PBC herein reserves the right to access, preserve and/or disclose member account information and/or content if it is requested to do so by law or in good faith belief that any such action is deemed reasonably necessary for:
a) compliance with any legal process;
b) enforcement of the Terms;
c) responding to any claim that therein contained content is in violation of the rights of any third party;
d) responding to requests for customer service; or
e) protecting the rights, property or the personal safety of Perci PBC, its visitors, users and members, including the general public.
SECTION 4 - SUBMITTED CONTENT
You hereby grant to Perci PBC worldwide, royalty-free, non-exclusive, continuous, binding and completely sub-licensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and/or publicly display content, whether in whole or in part, that you submit ("Contributions"). This includes submitting ideas, documents, suggestions and/or proposals as feedback to our products and services. You agree that the company will be free to act on feedback and suggestions you provide, and that the company won’t have to notify you that your feedback was used, get your permission to use it, or pay you.
Additionally, you acknowledge and agree that:
a) your Contributions do not contain any type of confidential or proprietary information;
b) Perci shall not be liable or under any obligation to ensure or maintain confidentiality, expressed or implied, related to any Contributions;
c) Perci shall be entitled to make use of and/or disclose any such Contributions in any such manner as they may see fit;
d) your Contributions shall become the sole property of Perci; and
e) Perci is under no obligation to either compensate or provide any form of reimbursement in any manner or nature.
f) you will not wrongly imply that content you submit is sponsored or approved by the company
g) Perci PBC is not obligated to store, maintain, or provide copies of your Contributions.
SECTION 5 - INDEMNITY
All users and/or members agree to insure and hold Perci PBC, our subsidiaries, affiliates, agents, employees, officers, partners and/or licensors blameless or not liable for any claim or demand, which may include, but is not limited to, reasonable attorney fees made by any third party which may arise from any content a member or user of our Site may submit, post, modify, transmit or otherwise make available through our Services, the use of Perci Services or your connection with these Services, your violations of the Terms of Service and/or your violation of any such rights of another person.
SECTION 6 - MODIFICATIONS
Perci PBC reserves the right at any time it may deem fit, to modify, alter and or discontinue, whether temporarily or permanently, our service, or any part thereof, with or without prior notice. In addition, we shall not be held liable to you or to any third party for any such alteration, modification, suspension and/or discontinuance of our Services, or any part thereof.
SECTION 7 - TERMINATION
As a member of our SIte, you may cancel or terminate your account and access to our Services by submitting a cancellation or termination request to us.
As a member, you agree that Perci PBC may, without any prior written notice, immediately suspend, terminate, discontinue and/or limit your account, any email associated with your account, and access to any of our Services. The cause for such termination, discontinuance, suspension and/or limitation of access shall include, but is not limited to:
a) any breach or violation of our Terms or any other incorporated agreement, regulation and/or guideline;
b) by way of requests from law enforcement or any other governmental agencies;
c) the discontinuance, alteration and/or material modification to our Services, or any part thereof;
d) unexpected technical or security issues and/or problems;
e) any extended periods of inactivity;
f) any engagement by you in any fraudulent or illegal activities
Furthermore, you herein agree that any and all terminations, suspensions, discontinuances, and or limitations of access for cause shall be made at our sole discretion and that we shall not be liable to you or any other third party with regards to the termination of your account or access to any of our Services.
SECTION 8 - LINKS
Perci PBC and third parties may provide links to other websites and/or resources. You acknowledge and agree that we are not responsible for the availability of any such external sites or resources, and as such, we do not endorse nor are we responsible or liable for any content, products, advertising or any other materials, on or available from such third-party sites or resources. Furthermore, you acknowledge and agree that Perci shall not be responsible or liable, directly or indirectly, for any such damage or loss which may be a result of, caused or allegedly to be caused by or in connection with the use of or the reliance on any such content, goods or Services made available on or through any such site or resource.
SECTION 9 - PROPRIETARY RIGHTS
You do hereby acknowledge and agree that Perci PBC's Services and any essential software that may be used in connection with our Services ("Software") shall contain proprietary and confidential material that is protected by applicable intellectual property rights and other laws. Furthermore, you herein acknowledge and agree that Content may be protected by copyrights, trademarks, patents or other proprietary rights and laws. Therefore, except for that which is expressly permitted by applicable law or as authorized by Perci PBC or such applicable licensor, you agree not to alter, modify, lease, rent, loan, sell, distribute, transmit, broadcast, publicly perform and/or created any plagiaristic works which are based on Perci PBC Services (e.g. Content or Software), in whole or part.
Perci PBC hereby grants you a personal, non-transferable and non-exclusive right and/or license to make use of our Software as long as you do not, and shall not, allow any third party to duplicate, alter, modify, create or plagiarize work from, reverse engineer, reverse assemble or otherwise make an attempt to locate or discern any source code, sell, assign, sublicense, grant a security interest in and/or otherwise transfer any such right in the Software. Furthermore, you do herein agree not to alter or change the Software in any manner, nature or form, and as such, not to use any modified versions of the Software, including and without limitation, for the purpose of obtaining unauthorized access to our Services. Lastly, you also agree not to access or attempt to access our Services through any means other than through the interface which is provided by Perci PBC for use in accessing our Services.
SECTION 10 - WARRANTY DISCLAIMERS
YOU HEREIN EXPRESSLY ACKNOWLEDGE AND AGREE THAT:
a) THE USE OF PERCI PBC SERVICES AND SOFTWARE ARE AT THE SOLE RISK BY YOU. OUR SERVICES AND SOFTWARE SHALL BE PROVIDED ON AN "AS IS" AND/OR "AS AVAILABLE" BASIS. PERCI PBC AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b) PERCI PBC AND OUR SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO SUCH WARRANTIES THAT (i) PERCI PBC SERVICES OR SOFTWARE WILL MEET YOUR REQUIREMENTS; (ii) PERCI PBC SERVICES OR SOFTWARE SHALL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THAT SUCH RESULTS WHICH MAY BE OBTAINED FROM THE USE OF THE PERCI PBC SERVICES OR SOFTWARE WILL BE ACCURATE OR RELIABLE; (iv) QUALITY OF ANY PRODUCTS, SERVICES, ANY INFORMATION OR OTHER MATERIAL WHICH MAY BE PURCHASED OR OBTAINED BY YOU THROUGH OUR SERVICES OR SOFTWARE WILL MEET YOUR EXPECTATIONS; AND (v) THAT ANY SUCH ERRORS CONTAINED IN THE SOFTWARE SHALL BE CORRECTED.
c) ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED BY WAY OF PERCI PBC SERVICES OR SOFTWARE SHALL BE ACCESSED BY YOUR SOLE DISCRETION AND SOLE RISK, AND AS SUCH YOU SHALL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER AND/OR INTERNET ACCESS, DOWNLOADING AND/OR DISPLAYING, OR FOR ANY LOSS OF DATA THAT COULD RESULT FROM THE DOWNLOAD OF ANY SUCH INFORMATION OR MATERIAL.
d) NO ADVICE AND/OR INFORMATION, DESPITE WHETHER WRITTEN OR ORAL, THAT MAY BE OBTAINED BY YOU FROM PERCI PBC OR BY WAY OF OR FROM OUR SERVICES OR SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
e) A SMALL PERCENTAGE OF SOME USERS MAY EXPERIENCE SOME DEGREE OF EPILEPTIC SEIZURE WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS THAT MAY BE CONTAINED ON A COMPUTER SCREEN OR WHILE USING OUR SERVICES. CERTAIN CONDITIONS MAY INDUCE A PREVIOUSLY UNKNOWN CONDITION OR UNDETECTED EPILEPTIC SYMPTOM IN USERS WHO HAVE SHOWN NO HISTORY OF ANY PRIOR SEIZURE OR EPILEPSY. SHOULD YOU, ANYONE YOU KNOW OR ANYONE IN YOUR FAMILY HAVE AN EPILEPTIC CONDITION, PLEASE CONSULT A PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING OUR SERVICES: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.
SECTION 11 - LIMITATION OF LIABILITY
YOU EXPLICITLY ACKNOWLEDGE, UNDERSTAND AND AGREE THAT PERCI PBC AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES WHICH MAY BE RELATED TO THE LOSS OF ANY PROFITS, GOODWILL, USE, DATA AND/OR OTHER INTANGIBLE LOSSES, EVEN THOUGH WE MAY HAVE BEEN ADVISED OF SUCH POSSIBILITY THAT SAID DAMAGES MAY OCCUR, AND RESULT FROM:
a) THE USE OR INABILITY TO USE OUR SERVICE;
b) THE COST OF PROCURING SUBSTITUTE GOODS AND SERVICES;
c) UNAUTHORIZED ACCESS TO OR THE ALTERATION OF YOUR TRANSMISSIONS AND/OR DATA;
d) STATEMENTS OR CONDUCT OF ANY SUCH THIRD PARTY ON OUR SERVICE;
e) AND ANY OTHER MATTER WHICH MAY BE RELATED TO OUR SERVICE.
SECTION 12 - NOTICE
Perci PBC may furnish you with notices, including those with regards to any changes to the Terms, including but not limited to email, regular mail, text messaging, postings on our website Services, or other reasonable means currently known or any which may be herein after developed. Any such notices may not be received if you violate any aspects of the Terms by accessing our Services in an unauthorized manner. Your acceptance of this Agreement constitutes your agreement that you are deemed to have received any and all notices that would have been delivered had you accessed our Services in an authorized manner.
SECTION 13 - INTELLECTUAL PROPERTY RIGHTS
You herein acknowledge, understand and agree that all Perci trademarks, copyright, trade name, service marks, logos and any brand features, and/or product and service names are trademarks and as such, are and shall remain the property of Perci PBC. You herein agree not to display and/or use in any manner the our logo or marks without obtaining our prior written consent.
Perci PBC will always respect the intellectual property of others, and we ask that all of our users do the same. With regards to appropriate circumstances and at its sole discretion, Perci PBC may disable and/or terminate the accounts of any user who violates our Terms and/or infringes the rights of others. If you feel that your work has been duplicated in such a way that would constitute copyright infringement, or if you believe your intellectual property rights have been otherwise violated, you should provide to us the following information:
a) The electronic or the physical signature of the individual that is authorized on behalf of the owner of the copyright or other intellectual property interest;
b) A description of the copyrighted work or other intellectual property that you believe has been infringed upon;
c) A description of the location of the site which you allege has been infringing upon your work;
d) Your physical address, telephone number, and email address;
e) A statement, in which you state that the alleged and disputed use of your work is not authorized by the copyright owner, its agents or the law;
f) And finally, a statement, made under penalty of perjury, that the aforementioned information in your notice is truthful and accurate, and that you are the copyright or intellectual property owner, representative or agent authorized to act on the copyright or intellectual property owner's behalf.
The Perci PBC agent for notice of claims of copyright or other intellectual property infringement can be contacted at:
Attn: Copyright Agent
1 Washington Mall #1288
Boston, Massachusetts 02108
SECTION 14 - ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between you and Perci and shall govern the use of our Services, superseding any prior version of this Agreement between you and us with respect to Perci PBC Services. You may also be subject to additional terms and conditions that may apply when you use or purchase certain other Perci PBC Services, affiliate Services, third-party content or third-party software.
SECTION 15 - CHOICE OF LAW AND FORUM
It is at the mutual agreement of both you and Perci with regard to the Agreement that the relationship between the parties shall be governed by the laws of the state of Delaware without regard to its conflict of law provisions and that any and all claims, causes of action and/or disputes, arising out of or relating to the Agreement, or the relationship between you and Perci PBC, shall be filed within the courts having jurisdiction in Delaware or the U.S. District Court located in said state. You and Perci PBC agree to submit to the jurisdiction of the courts as previously mentioned, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.
SECTION 16 - WAIVER AND SEVERABILITY OF TERMS
At any time, should Perci fail to exercise or enforce any right or provision of the Agreement, such failure shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.
SECTION 17 - GOVERNMENT REQUESTS
SECTION 18 - FOREIGN ACCESS OF SITE
The Site is controlled, operated and administered by Perci from our offices within the USA. If you access the Site from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use Perci's content accessed through the Site in any country or in any manner prohibited by any applicable laws, restrictions or regulations.