a. Rights. During the term of the Order Form, you, your employees, contractors, agents, franchisees, affiliates, and other representatives (collectively, “Authorized Users”) may access the Services in accordance with this Agreement. You are responsible for compliance with this Agreement by your Authorized Users. With respect to the Platform Services, Pearl-Plaza grants you a limited, non-exclusive, non-transferable, and revocable right to use, copy, reproduce, and display text, audio, visual or audiovisual materials, graphical images, or other copyrightable subject matter provided or made available by Pearl-Plaza (“Proprietary Content”) solely for your internal business purposes. 

b. Limitations. Except as permitted by this Agreement or applicable law, you will not: (i) modify, copy, or share Proprietary Content with third parties; (ii) reverse engineer the Services; (iii) market, distribute, sell, or resell the Services; (iv) use the Services to provide services to unauthorized third parties; (v) introduce or transmit through the Platform Services a virus, worm, trap door, back door, timer, clock, counter, or other limiting routine, instruction, or design; (vi) circumvent or disable any security or technological feature of the Services; (vii) share to any third party the results of any evaluation of the Services; or (viii) remove Pearl-Plaza logos, copyright notice, trademarks, or other materials from the Services without Pearl-Plaza’s prior written consent.   

c. User Identifications and Passwords. Pearl-Plaza may provide your Authorized Users with login credentials or other security code, method, technology, or device to access and use the Services (“Access Credentials”). You are responsible for the security and use of the Access Credentials. You will protect the Services by: (i) keeping Access Credentials secure and confidential from third parties; (ii) promptly notifying Pearl-Plaza if the Access Credentials are lost, stolen, or otherwise compromised or if any other unauthorized access is detected; and (iii) using the Services only in accordance with this Agreement.

a. Your Data. “Your Data” means all: (i) data that you upload or provide to Pearl-Plaza; (ii) data that Pearl-Plaza gathers on your behalf as part of the Services; (iii) any reports or analysis of the data that you create using the Platform Services; and (iv) any output or work product created by Pearl-Plaza as part of the Research Services. You own all intellectual property rights in Your Data. 

b. Benchmarking Data. You grant Pearl-Plaza a perpetual, irrevocable, royalty-free license to use Your Data to generate norms and industry benchmarks as long as it is aggregated, anonymized, and does not identify you in any way (“Benchmarking Data”).

c. Pearl-Plaza Material. Pearl-Plaza owns all intellectual property rights in the Services and in all derivatives or improvements thereof (“Pearl-Plaza Material”). Pearl-Plaza reserves all intellectual property rights not expressly granted to you in this Agreement. Pearl-Plaza may use any skills or knowledge acquired while providing the Services including, without limitation, information publicly known which could be reasonably acquired performing similar work for other clients. 

d. Feedback. You acknowledge that any advice or feedback that you give regarding the Services is given freely. Pearl-Plaza may use your advice and feedback to improve its products and services, and you will have no proprietary right to the advice, feedback, or modified services.

a. Fees. In exchange for the Services, you agree to pay Pearl-Plaza the fees outlined in the Order Form. 

b. Payment. Pearl-Plaza issues all invoices electronically. Unless stated otherwise in the Order Form, you will pay the entire invoice amount within 30 days from the invoice date. Late payments will be subject to a fee of 1.5% of the unpaid balance each month or the highest rate permitted by law, whichever is less. You will reimburse Pearl-Plaza for any costs or expenses incurred by Pearl-Plaza to collect any past due amounts (including reasonable attorney-fees). If you require a purchase order then it is your responsibility to provide one to Pearl-Plaza. Notwithstanding anything to the contrary, any terms and conditions in your purchase order shall have no legally binding effect on either party. Failure to do so will not relieve you of your responsibility to pay invoices on time. If you pay by credit card then Pearl-Plaza may charge a processing fee of 3.75% of the total amount charged. You may reasonably dispute an invoice amount in good faith, but such dispute must be brought within 60 days from the date of the invoice. Pearl-Plaza will work with you to resolve the dispute within a reasonable time period. If you do not dispute the invoice within 60 days, then you will be deemed to have accepted the invoice as correct and are be barred from bringing any future claims against Pearl-Plaza regarding the accuracy of the invoice. Payments will not be subject to set-off. Failure to pay any undisputed fees when due will be a material breach of this Agreement. If you are late in paying undisputed fees then Pearl-Plaza may suspend or terminate the Services (in whole or in part). If Pearl-Plaza terminates the Order Form due to your breach of this section, then you agree to pay Pearl-Plaza liquidated damages, and not as a penalty, which are equal to the remaining unpaid amounts that would be owed through the end of the term had the Order Form not been terminated prior to its normal expiration date.

c. Travel Expenses. If Pearl-Plaza needs to travel to provide the Services, then you will reimburse Pearl-Plaza for all reasonable travel expenses (including air and ground transportation, hotel, meals, beverages, etc.). 

d. Taxes. Unless otherwise specified by Pearl-Plaza in the Order Form, Pearl-Plaza’s fees do not include any taxes, levies, duties or similar government assessments of any nature, including but not limited to value added, sales, use or withholding taxes assessable by any local, state, provincial, federal, or foreign jurisdictions (“Taxes”). You are responsible for paying all Taxes associated with your purchases from Pearl-Plaza or use of the Services. If Pearl-Plaza has a legal obligation to pay or collect Taxes for which you are responsible, then the appropriate amount may be invoiced by Pearl-Plaza and paid by you. You may provide Pearl-Plaza an exemption certificate acceptable to the relevant taxing authority, in which case, Pearl-Plaza will not collect the Taxes covered by the certificate. For clarity, Pearl-Plaza will be responsible for all other taxes or fees arising (including interest and penalties) assessable against Pearl-Plaza based on its income, property, and employees. If you reasonably determine that you are obligated to deduct or withhold any Taxes from amounts payable to Pearl-Plaza then you will notify Pearl-Plaza immediately, and Pearl-Plaza reserves the right to adjust the invoice accordingly. 

a. Termination for Cause. If either party materially breaches this Agreement or an Order Form, then the non-breaching party shall send written notice of the breach to the breaching party. If the breaching party fails to cure the breach within 30 days of receiving notice, then the non-breaching party may terminate the applicable Order Form without liability.

b. Effect of Termination. If an Order Form is terminated for any reason, then: (i) you will immediately discontinue all use of the Services; and (ii) pay Pearl-Plaza any owed and unpaid fees. Pearl-Plaza’s exercise of its termination rights will not entitle you to a refund or relieve you of any obligation to pay any fees owed. You may access and download Your Data during the term of the Order Form subject to the functionality available within the Services. Except as provided by applicable laws, rules, and regulations (collectively, “Laws”), upon termination of this Agreement Pearl-Plaza shall delete Your Data within a reasonable time period.

a. Pearl-Plaza will provide the Services in a professional manner, consistent with industry standards.

b. Pearl-Plaza represents and warrants that the Services will conform to the specifications outlined in the Order Form. If there is a defect in the Services then you may provide written notice of the defect to Pearl-Plaza, and Pearl-Plaza will correct the defect at no cost to you within a commercially reasonable time period.

c. Pearl-Plaza will take commercially reasonable actions to screen for viruses and similar programs designed to harm the systems used by Pearl-Plaza to provide the Services.

d. Each party will comply with all applicable Laws while performing their obligations in the Agreement and Order Form. If you provide Pearl-Plaza with personal data (“Information”), you represent and warrant that you: (i) will only provide the Information necessary for Pearl-Plaza to perform its obligations in this Agreement and the Order Form; (ii) obtained the Information in accordance with all applicable Laws; and (iii) Pearl-Plaza’s use of the Information to provide the Services, including to contact the individuals on your behalf when applicable, will not violate any Laws.  

e. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT OR PROHIBITED BY APPLICABLE LAWS, INMOMENT DISCLAIMS ALL WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. INMOMENT DOES NOT REPRESENT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. INMOMENT IS NOT RESPONSIBLE FOR THE RESULTS OF YOUR USE OF THE SERVICES. INMOMENT IS NOT RESPONSIBLE FOR THE FLOW OF DATA OVER THE INTERNET TO THE EXTENT THAT SUCH FLOW IS OUTSIDE INMOMENT’S CONTROL OR DEPENDS ON THE PERFORMANCE OF THE INTERNET OR NETWORK SERVICES PROVIDED OR CONTROLLED BY YOU OR THIRD PARTIES.

a. Confidential Information. “Confidential Information” means all information that the Discloser designates as confidential, or given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered confidential. Confidential Information includes, without limitation: Your Data, Pearl-Plaza Material, business or marketing methods, pricing information, financial information, clients, potential clients, products, services, designs or plans, patent applications, and trade secrets. “Discloser” means the party disclosing the Confidential Information, and “Recipient” means the party receiving the Confidential Information. Confidential Information does not include information that is: (i) publicly known without breach of this Agreement; (ii) already known by the Recipient before disclosure to the Recipient as evidenced by written records; (iii) discovered or developed independently by the Recipient without reference to the Discloser’s Confidential Information; or (iv) received from a third party without obligation of confidentiality.

b. Use. The Recipient will: (i) only use the Discloser’s Confidential Information as necessary to perform its obligations under this Agreement; (ii) not disclose any Confidential Information to third parties without prior written consent, except as otherwise provided in this Agreement; (iii) protect the Confidential Information from unauthorized disclosure by using the same degree of care the Recipient uses to protect its own Confidential Information, but not less than a reasonable standard of care; (iv) limit the disclosure of the Confidential Information to its representatives who need to know the Confidential Information in order to perform obligations under this Agreement; and (v) advise its representatives of the proprietary nature of the Confidential Information and its obligations under this Agreement. Recipient will be responsible for any breach of this Agreement by its representatives.

c. Compelled Disclosure. If the Recipient is legally compelled to disclose Confidential Information, then the Recipient will, to the extent legally permissible, provide: (i) prompt written notice of the requirement to allow the Discloser to, at its sole cost and expense, oppose the compelled disclosure or seek other remedies; and (ii) reasonable assistance, at the Discloser’s sole cost and expense, in opposing the compelled disclosure or seeking other remedies. 

d. Remedies. A breach of this Agreement could cause irreparable harm or injury to both parties. Therefore, in addition to remedies available at law and under this Agreement, each party may seek injunctive relief to prevent or remedy unauthorized disclosure of Confidential Information. Each party’s obligations regarding confidentiality will survive this Agreement for 5 years. However, if Confidential Information constitutes a trade secret under applicable law then the confidentiality obligations will survive as long as the Confidential Information remains a trade secret.

a. EXCLUSION OF INDIRECT DAMAGES. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAWS, INMOMENT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION: COSTS OF DELAY; LOSS OF RECORDS, DATA, OR INFORMATION; LOST PROFITS, AND; THE COST OF REPLACEMENT SERVICES) EVEN IF INMOMENT HAS BEEN ADVISED, KNOW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

b. TOTAL LIMIT ON LIABILITY. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAWS, INMOMENT’S LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER IN TORT, CONTRACT, OR OTHERWISE) WILL NOT EXCEED THE FEE(S) PAID OR PAYABLE BY YOU PURSUANT TO THE APPLICABLE ORDER FORM THAT GAVE RISE TO THE LIABILITY.

a. By Pearl-Plaza. Pearl-Plaza will indemnify, defend, and hold you harmless against third-party claims: (i) arising from or related to Pearl-Plaza failure to comply with the Laws; and (ii) alleging that Pearl-Plaza Material infringes a third party’s intellectual property right. Pearl-Plaza will pay all reasonable costs, damages, and attorney-fees. If Pearl-Plaza determines that Pearl-Plaza Material is likely to become the subject of an infringement claim, then Pearl-Plaza may: (i) procure the right to continue to use the infringing Pearl-Plaza Material; or (ii) modify or replace the Pearl-Plaza Material to become non-infringing provided that such modification or replacement is substantially similar in terms of functionality as required by this Agreement or the Order Form. If neither alternative is reasonably available, then Pearl-Plaza may terminate the Order Form and refund prepaid and unused fees without further liability. Pearl-Plaza is not liable to the extent that the alleged infringement arises from the use or combination of the Services with unauthorized third parties, the unauthorized use of the Services or the use of the Services for a purpose or in a manner which the Services were not designed, or Pearl-Plaza’s reliance on Your Data or compliance with your designs, specifications, or technical information. This section contains your sole remedy for third-party intellectual property infringement claims.  

b. By You. You will indemnify, defend, and hold Pearl-Plaza harmless against third-party claims: (i) arising from or related to your failure to comply with the Laws; and (ii) alleging that Your Data infringes a third party’s intellectual property right. You will pay all reasonable costs, damages, and attorney-fees.

c. Conditions to Indemnification. The party seeking indemnification will: (i) promptly notify the indemnifying party of the third party claim; (ii) allow the indemnifying party to assume complete control of the defense or settlement of the claim provided that no settlement is made without the consent of the indemnified party, such consent not to be unreasonably withheld or delayed; and (iii) reasonably cooperate in the defense or settlement. The indemnified party may participate in the defense or settlement at its own expense by seeking independent counsel.