Last updated: Jan, 2023 

Your use of the software platform, mobile apps (collectively, the “Platform”), or any related products or  services offered by Perceptly, Inc. (“Perceptly,” “we,” “us” or “our”) is governed by these Terms and  Conditions (“Terms”).  

The Terms include and incorporate the Perceptly Privacy Policy (“Privacy Policy”), found at https://www.perceptly.io/privacy-policy/, and any other terms relating to the Platform to which you and  Perceptly have separately agreed in writing (“Additional Agreements”).  

IMPORTANT NOTICE: 

THE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER COVERING  DISPUTES BETWEEN YOU AND PERCEPTLY (SEE SECTION 19). BY ACCEPTING THESE TERMS, YOU  AND PERCEPTLY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND TO PARTICIPATE IN A CLASS  ACTION. 

YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER  THESE TERMS (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT OR AS OTHERWISE  SET FORTH IN SECTION SECTION 19). A NEUTRAL ARBITRATOR WILL DETERMINE YOUR RIGHTS – NOT A  JUDGE OR JURY (AS SET FORTH IN SECTION 19). ADDITIONALLY, THE PROJECT AGREEMENT  CONTAINS A BINDING ARBITRATION PROVISION COVERING DISPUTES BETWEEN CUSTOMERS AND  CREATORS (SEE PROJECT AGREEMENT, SECTION 10).

1. Acceptance 

By clicking the “I accept” button or by otherwise using the Platform, you indicate that you accept the Terms. If you do not accept the Terms, you cannot use the Platform.  

Perceptly reserves the right to update the Terms at any time. Perceptly will post any changes to the Terms  on this page but is not obligated to notify existing users individually. Changes to the Terms will be effective for existing users five (5) days after notice of such changes is posted on the Platform.

2. The Perceptly Platform 

The Platform provides a variety of digital marketing tools to subscribers and other paid users  (“Customers”), including data-driven analytics for creative content (“Creative Analytics”), and also enables Customers to find and collaborate with creative professionals on  content creation projects (“Creative Services”). Perceptly may also provide you with certain related support,  analytics, or other services (the “Services”) in connection with your use of the Platform.  

3. Your Account  

3a. General

You are required to set up a user account in order to use the Platform (an “Account”). You are responsible  for anything that happens through your Account and must ensure that all information you provide during  Account setup is complete and accurate.  

3b. Content

You retain ownership of the images, audio, video, text, data, information, or other materials (“Content”)  you upload to your Account. You consent to the processing of your Content on hardware owned or  controlled by Perceptly’s third-party hosting providers (e.g. Google Cloud Platform). Perceptly is not  responsible for your Content.  

3c. Access

You control who can access your Account and Content using the Platform’s access control features, by  requesting Perceptly to grant others access via email or the Platform’s messaging features, or via an  Additional Agreement. Persons to whom you grant access (“Authorized Users”) will thereafter be  deemed Authorized Users and will have the right to grant access to others by the same means.

4. Creative Insights

To access Creative Insights, you must connect at least one ad manager account provided by a supported  third-party social media platform (an “Ad Account”). You retain ownership of the Ad Accounts you  connect to the Platform and all Content contained therein (the “Connected Content”). 

5. Creative Reporting 

To access Creative Reporting, you must either connect product feed data from a supported third-party  e-commerce platform (“Feed Data”) to the Platform or upload a file containing Feed Data to the  Platform in a supported format. Feed Data will be deemed Connected Content for purposes of these  Terms.  

You acknowledge that Content produced using Creative Reporting depends on the completeness and  accuracy of the Feed Data, and Perceptly makes no representation or warranty that Content created using  Creative Automation will be accurate or error-free.

6. Creative Services 

6a. Pricing

The price to be paid by the Customer for Creative Services will be indicated in the  Platform or in an Additional Agreement, if applicable. 

6b. Creative Services and Acceptance

Each request for Creative Services (a “Project”) uploaded or otherwise entered into the Platform by or on behalf of a Customer constitutes  an offer to engage to work on a Creative Services project. If Perceptly accepts, the Customer and Perceptly will be deemed to have entered into a binding agreement on the terms set out in the Platform  or such other terms as may separately be agreed in writing, provided such other terms  are not inconsistent with the Terms and do not affect any right or obligation of Perceptly, and Perceptly is  notified within three days of execution.  

6c. Payment Timing & Completion

The Customer will be charged a fee at the commencement and completion of each Project. If a Project has been delivered but not accepted by the Customer and no dispute has been submitted within 30 days after the delivery of the work, Perceptly may deem the Project complete and process payment for the Project. 

6d. Third Party Content 

Perceptly may use images, video, sounds, fonts, graphics or other content owned by third parties (“Third Party Content”) in certain Projects. By accepting a delivered Project, Customer accepts any Third Party Content incorporated therein and agrees to adhere to the applicable license terms.  

7. The Creative Process

Projects involve the creative process and the results are inherently subjective. You understand that there  is no guarantee that you will be happy with the results of any given Project.  

Perceptly will have the right to remove Projects if Perceptly learns of inappropriate  behavior, failures of performance, or violations of the Terms.

8. Subscriptions 

8a. Subscription Packages

You may purchase a subscription to the Platform (a “Subscription”) via click-through using the  Platform’s self-serve features where available, or by entering into a written order form with Perceptly (an “Order Form”).

Subscriptions provide Customers with access to packages of products, features, and/or services available  via the Platform. Specific details of a given Subscription will be set forth on the Subscription Packages  page within the Platform or in the relevant Order Form.  

Your Subscription may refer to the following terms, which are defined as follows:

“Seat” means an individual Account permitted to access a given Workspace. 

“Workspace” means a dedicated dashboard within the Platform through which the products, features,  and services included in a Subscription are made available to the Customer. If a Subscription includes  multiple Workspaces, each Workspace will incorporate the same products, features, and services.  

8b. Subscription Term

The term of each Subscription will be 1 month or as stipulated as part of the relevant Subscription Package (the “Subscription Term”) unless otherwise agreed. All Subscriptions will automatically renew for successive 1-month periods on the same terms unless either party provides written notice of nonrenewal at least 10 days before the end of the current Subscription Term.

Customers will have the right to terminate the Subscription upon written notice to Perceptly at any point between the start of the Subscription and the end of the Subscription Term. Customers will remain obligated to pay the Fee for the remaining Subscription Term regardless of when the termination occurs.  

8c. Rate Cards

The cost of products and services available via the Platform will be as set forth on the Platform, or on Rate Cards provided by Perceptly in writing. Perceptly reserves the right to modify these costs at any time.

9. Invoicing and Payment

The applicable fees for Services will be set forth in the applicable Subscription and/or Order Form. Customer will pay all Fees at the date of invoice unless otherwise stipulated. Fees are  nonrefundable.

10. Perceptly’s Rights 

10a. Perceptly Property

Perceptly owns all rights in the Platform or otherwise associated with the platform, including without limitation (i) all related source and object code, creative and usage data, information, graphics, features, algorithms, modifications, updates, and  derivative works thereof, (ii) all best practices information, benchmarks, norms, all attributes tagging and metadata related to creatives, general reference data,  and aggregated datasets (“General Data”), and (iii) all Perceptly names, trademarks,  logos, service marks, and equivalent identifiers (“Marks”). You may not use Perceptly Marks for any  purpose without Perceptly’s advance written consent. 

10b. Licenses You Grant to Perceptly

You grant Perceptly a non-exclusive, worldwide, transferable, sublicensable license to use, copy, and create  derivative works of your Content and use your Marks in connection with providing you the Platform. Perceptly will have the right to retain and use the Connected Content after the Subscription Term for  analytics purposes, provided that Perceptly will not use Connected Content in a manner that could  reasonably enable a third party to identify you or your Connected Content.  

10c. Feedback

If you send Perceptly ideas, suggestions, or feedback relating to the Platform or Perceptly’s other products  and services, Perceptly will have the right to freely use and disclose that information without compensation  to you.  

10d. Marketing

Perceptly may create customer success stories using your Marks and Content, provided Perceptly will not  disparage or negatively portray you in any such material.

11. Perceptly’s Licenses to You

Subject to your compliance with these Terms, Perceptly grants you a limited, revocable, non sublicensable, non-transferable, non-exclusive license to access and use the Platform solely for purposes  of creating and analyzing audiovisual content. 

12. Your Conduct 

You agree to conduct yourself courteously and in a professional manner at all times when using the  Platform, and you agree not to:  

• Distribute, rent, lease, or otherwise sell the Platform or any Content or data produced by the  Platform to any third party (including on a service bureau or similar basis). 
• Modify or create derivative works based on any element of the Platform. 
• Decompile, reverse engineer, or translate any portion of the Platform into human-readable form  (except to the extent this restriction is prohibited by applicable law). 
• Use the Platform in a manner that violates the rights of any third party, any contract to which you  are bound, or applicable law. 
• Interfere with or disrupt the operation of the Platform. 
• Circumvent or disable any security measures or use restrictions. 
• Access the Platform in an unauthorized manner. 
• Use the Platform for purposes of competing with Perceptly. 
• Post, store, or transmit any illegal Content or Content deemed by Perceptly to be offensive,  obscene, or unethical. 
• Harass, mistreat, or abuse any employee of Perceptly or user of the Platform.

13. Violations of the Terms 

Perceptly may take any actions it deems reasonable if Perceptly believes you have violated these Terms,  including suspension or termination of your Account, without liability to you.

14. Maintenance and Monitoring 

Perceptly may update the Platform or perform maintenance at any time. Perceptly has the unlimited right  to monitor all activities on the Platform, but no obligation to do so. Communications made via the  Platform are not confidential.

15. Payments 

15a. Processing

All payments must be made in U.S. Dollars, and you will be responsible for any associated currency  exchange fees. Payments may be processed through the Platform via credit card or may be invoiced as  set forth in an Additional Agreement (“Payment Method”). By providing us with payment information 

for the applicable Payment Method, you agree that we are authorized to charge you for all Fees. You  agree to immediately notify us of any change in relevant information for your Payment Method.  

Perceptly currently uses Stripe for payment services (e.g., card acceptance, merchant settlement, and  related services). By using the Platform, you agree to be bound by Stripe’s policies (available at https://stripe.com/legal/ssa) with respect to the processing of payments and the handling  of personal information, and authorize us and Stripe to share any information and payment  instructions you provide with third parties solely as required to complete your transactions. We reserve  the right at any time to change our billing methods and payment services providers. 

15b. Sales Tax

If Perceptly determines it has a legal obligation to collect Sales Tax from you in connection with the  Platform, Perceptly shall collect such Sales Tax in addition to the Fees. If any Services, or payments for any  Services, under these Terms are subject to any Sales Tax in any jurisdiction and you have not remitted the  applicable Sales Tax to Perceptly, you will be responsible for the payment of such Sales Tax and any related  penalties or interest to the relevant tax authority, and you will indemnify and hold harmless Perceptly from  and against any liability or expense Perceptly may incur in connection with such Sales Taxes. Upon  Perceptly’s request, you will provide official receipts issued by the appropriate taxing authority, or other  such evidence that you have paid all applicable taxes.  

For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by  sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does  not otherwise impose a sales or use tax. 

15c. Withholding and Other Taxes.  

You agree to pay all Fees to Perceptly free and clear of, and without reduction for, any withholding taxes.  Any such taxes imposed on payments of fees to Perceptly will be your sole responsibility, and you will  provide official receipts issued by the appropriate taxing authority, or such other evidence as we may  reasonably request, to establish that such taxes have been paid.

16. Infringement Complaints 

16a. General

Perceptly respects the intellectual property rights of others and we expect you to do the same. If you are a  copyright owner and believe a user of the Platform is infringing your copyright or the copyright of any  third party, please notify our designated copyright agent in writing at the following address: support@perceptly.io

 16b. Notice Requirements

Each notification must include the following information: (i) a physical or electronic signature of a person  authorized to act on behalf of the owner of the right that is allegedly infringed, (ii) a description of the  work claimed to have been infringed, or, if multiple works are covered by a single notification, a  representative list of such works, (iii) identification of the material that is claimed to be infringing, and  information reasonably sufficient to permit Perceptly to locate the material, (iv) information reasonably 

sufficient to permit Perceptly to contact you, such as an address, telephone number, and, email address,  (v) a written statement that you have a good faith belief that use of the material in the manner complained  of is not authorized by the copyright owner, its agent, or the law, and (vi) a statement made under penalty  of perjury that the information in the notification is accurate and that you are the copyright owner or  authorized to act on the owner’s behalf. 

16c. Trademarks  

The above process may be used to inform us of potential or suspected violations of other intellectual  property rights, including unauthorized use of trademarked material.  

16d. Rights and Remedies

We may remove Content alleged to be infringing from the Platform and terminate or suspend the Account  of any user who infringes the intellectual property rights of another person or entity, in each case without  prior notice and at our sole discretion.

17.Your Representations and Warranties 

17a. Authorities

You represent and warrant to Perceptly that (i) you are at least 18 years of age and have the authority  to enter into these Terms on your own behalf or, if you are acting on behalf of an entity, on behalf of that  entity, (ii) you have the authority to grant all rights and fully perform all applicable obligations under these  Terms, (iii) no Content you transmit, store, or otherwise use in connection with the Platform will infringe  the rights of any third party, violate applicable law, or contain viruses or other malicious or harmful  software, (iv) your use of the Platform as contemplated in these Terms does not violate any agreements  between you and any third parties, (v) you have the legal right to transmit, post, store, and otherwise use  your Content on the Platform as contemplated in these Terms without approval of or payment to any  third party, and (vi) you have fully complied with all applicable privacy laws with respect to all personal  data you use, upload, or transmit in connection with the Platform, including without limitation any  personal data contained in any Connected Content. 

17b. Account rights

If you have connected Ad Accounts or Feed Data to the Platform, you further represent and warrant  that you have the rights to link the Ad Accounts and Feed Data to the Platform, and that neither linking  the Ad Accounts and Feed Data to the Platform nor the rights granted herein to Perceptly will violate the  terms of any agreements between you and any third party.

18. Indemnification 

You agree to indemnify, defend, and hold harmless Perceptly, its affiliated companies, contractors,  employees, officers, agents and third-party suppliers, licensors, and partners (the “Perceptly Parties”) from  and against all third-party claims, expenses, or liabilities of any kind (including legal fees) arising out of  your use or misuse of the Platform, any breach of these Terms, and your violation of any applicable laws,  rules or regulations. Your foregoing obligation to indemnify, defend, and hold harmless the Perceptly 

Parties will survive any expiration or termination of these Terms, as well as any termination of your  Account or of the Platform.

19. DISCLAIMERS AND LIMITATION OF LIABILITY 

19a. DISCLAIMERS

THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND YOU USE THE PLATFORM  AT YOUR OWN RISK. THE PERCEPTLY PARTIES DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES  REGARDING THE PLATFORM, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY,  NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THE PERCEPTLY PARTIES DO NOT  WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.  

THE FOREGOING DISCLAIMERS ARE MADE THE FULLEST EXTENT PERMITTED BY LAW.

19b. LIMITATION OF LIABILITY 

EXCEPT IN THE CASE OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT: (i) THE LIABILITY THE PERCEPTLY PARTIES RELATING TO THESE TERMS WILL NOT EXCEED FIVE HUNDRED DOLLARS ($500), AND (ii) THE  PERCEPTLY PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL  DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO  THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY  NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  

NONE OF THE PERCEPTLY PARTIES SHALL BE LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD ANY OF THE  PERCEPTLY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES. 

THE FOREGOING LIMITATIONS OF LIABILITY ARE MADE TO THE FULLEST EXTENT PERMITTED BY LAW.

20. Dispute Resolution 

PLEASE READ THIS SECTION (“ARBITRATION AGREEMENT”) CAREFULLY. IT AFFECTS YOUR LEGAL  RIGHTS, INCLUDING YOUR RIGHTS TO FILE A LAWSUIT IN COURT AND TO BE PART OF A CLASS ACTION.  

20a. Resolution

If a dispute arises between you and Perceptly relating to the Platform, our goal is to provide you with a  neutral and cost-effective means of quickly resolving the dispute. Accordingly, we strongly encourage you  to first contact us directly to seek an informal resolution through our customer support team. The  customer support team can be contacted via email at support@perceptly.io or via letter by physical mail to Perceptly Inc, 1078 Summit Ave PMB 822 Jersey City, NJ 07307. 

20b. Applicability of Arbitration Agreement

You agree that any dispute or claim relating in any way to your access or use of the Platform, to any  products, services or content relating to the Platform, or to any aspect of your relationship with Perceptly,  will be resolved by binding arbitration, rather than in court, except that (i) you may assert claims in small  claims court if your claims qualify, and (ii) you or Perceptly may seek equitable relief in court for  infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain  names, trade secrets, copyrights, and patents). This Arbitration Agreement will apply, without limitation, 

to all claims that arose or were asserted before the effective date of this Arbitration Agreement or any  prior version of this Arbitration Agreement. 

20c. Authority of Arbitrator

The arbitrator will have exclusive authority to (i) determine the scope and enforceability of this Arbitration  Agreement and (ii) resolve any dispute related to the interpretation, applicability, enforceability or  formation of this Arbitration Agreement, including, but not limited to, any claim that all or any part of this  Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of  you and Perceptly. The arbitration proceeding will not be consolidated with any other matters or joined  with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all  or part of any claim. The arbitrator will have the authority to award monetary damages and to grant any  non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules,  and these Terms (including the Arbitration Agreement). The arbitrator will issue a written award and  statement of decision describing the essential findings and conclusions on which the award is based,  including the calculation of any damages awarded. The arbitrator has the same authority to award relief  on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and  binding upon you and us. 

20d. Waiver of Jury Trial

YOU AND PERCEPTLY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND  HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Perceptly are instead electing that all claims and  disputes will be resolved by arbitration under this Arbitration Agreement, except as specified in Section  Section 19(b) above. An arbitrator can award on an individual basis the same damages and relief as a  court and must follow these Terms as a court would. However, there is no judge or jury in arbitration,  and court review of an arbitration award is very limited.

20e. Waiver of Class or Other Non-Individualized Relief  

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED  ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS  AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR  CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. 

If a decision is issued stating that  applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief,  then the claim must be severed from the arbitration and brought into the State or Federal Courts located  in the State of New York. All other claims will be arbitrated. 

20f. Severability

Except as provided in Section Section 19(f), if any part or parts of this Arbitration Agreement are found  under the law to be invalid or unenforceable, then such specific part or parts will be of no force and effect  and will be severed and the remainder of the Arbitration Agreement will continue in full force and effect.

20g. Survival of Agreement

This Arbitration Agreement will survive the expiration or any termination of your relationship with Perceptly. 

20h. Modification.  

Notwithstanding any provision in this Arbitration Agreement to the contrary, the parties agree that if  Perceptly makes any future material change to this Arbitration Agreement, you may reject that change  within 30 days of such change becoming effective by writing Perceptly at the following address:  support@perceptly.io.

21. Third-Party Services  

These Terms do not apply to any third-party websites, services and applications (“Third-Party Services”)  that you may access through or connect to the Platform, such as payment processors, content library  providers, or social media platforms.  

You agree to comply with all terms of service or other agreements applicable to such Third-Party Services, which we encourage you to carefully review. We are not responsible for the content or practices of Third Party Services and provide links to Third-Party Services only for your convenience.

22. Termination

22a. Ability to terminate

You may terminate any Account registered to you at any time via the Platform or by emailing us  at support@perceptly.io. Perceptly has the right, immediately and without notice, to suspend or terminate  your Account if Perceptly believes you have violated the Terms. Perceptly will not be liable to you or any  third party for any suspensions or terminations of your Account or your access to any portion of the  Platform. 

22b. payment obligations

If your Account is terminated for any reason, the rights and licenses granted to you in these Terms will  immediately terminate. Termination of your Account will not relieve you of any payment obligations  hereunder existing at the time of termination, and you will not be entitled to receive a refund for any Fees already paid.

22c. survivability

After termination, any provisions that, by their nature, are  intended to survive, will survive.

23. General Provisions 

23a. Governing Law 

These Terms are governed by the laws of the State of New York without regard to conflict of law principles.  You and Perceptly submit to the exclusive personal jurisdiction of the state and federal courts located within  New York, New York for resolution of any court proceeding permitted under these Terms.  

23b. Entire Agreement

These Terms, together with any Additional Agreements, contain the entire understanding between you  and Perceptly, and supersede all prior understandings or agreements of any kind between you and us with  respect to the Platform. Solely to the extent of any direct conflict between an Additional Agreement and  these Terms, the Additional Agreement will take precedence, provided that Section 9(b) will take  precedence over contrary terms in any Additional Agreements other than Order Forms.  

23c. Notices

All required notices from Perceptly to you will be provided via e-mail to the address associated with your  Account. All notices from you to Perceptly under these Terms must be in writing and addressed  to: Perceptly, Inc., Attn: Legal, Perceptly Inc, 1078 Summit Ave PMB 822 Jersey City, NJ 07307 or will be sent via email to  support@perceptly.io. 

Any notices that you provide without compliance with this paragraph will have no legal effect.

23d. Force Majeure

Perceptly shall not be liable for any delay or failure to perform resulting from causes outside its  reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, epidemics,  acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities,  fuel, energy, labor or materials, or governmental action relating to the foregoing.

23e. Open Source Software

Certain items of code provided with or accessed via the Platform are subject to open source licenses.  Open source software is not subject to these Terms, except as it relates to Sections 15 and 16, and is  licensed under the terms of the license that accompanies such software. If you would like to review a list  of such open source software, you may use the contact form on the Platform or email us at  support@perceptly.io. You may also write to us at Perceptly Inc, 1078 Summit Ave PMB 822 Jersey City, NJ 07307 with any questions you have about Perceptly’s use of open source software. 

23f. Contact

If you encounter any problems using the Platform, you may use the contact form on the Platform or email  us at  support@perceptly.io. You may also write to us at Perceptly Inc, 1078 Summit Ave PMB 822 Jersey City, NJ 07307 with any questions you have about these Terms, the Platform, or our other services.  

23g. Miscellaneous

You affirm that you have the full legal right and authority to enter into these Terms and to fully perform  all applicable obligations and grant all applicable rights described herein. If you are acting on behalf of an  entity in your use of the Platform, you affirm that you have the authority to take all such actions on behalf  of that entity. You acknowledge that you and Perceptly are independent contractors. Perceptly’s failure to  enforce any provision or exercise any right under these Terms will not be construed as a waiver of such  provision or right. You and Perceptly agree that if any portion of these Terms is found to be unenforceable  by any court of competent jurisdiction, such provision will be ineffective solely to the extent of such  unenforceability and solely in such jurisdiction, and the remaining terms will continue in full force and  effect. Except with respect to the Perceptly Parties, there will be no third-party beneficiaries of these  Terms. You may not assign or delegate any rights or obligations under the Terms without Perceptly’s prior  written consent.

You agree that any electronic signature, including any action such as clicking a checkbox  or other icon indicating agreement, that you provide via the Platform constitutes your acceptance and  agreement as if actually signed by you in writing. All required notices from Perceptly to you will be provided  via e-mail to the address associated with your Account.