PERRLA, LLC permits you to Use the Software only in accordance with the terms of this License. This License will govern any software upgrades provided by PERRLA, LLC that replace and/or supplement the original Software product, unless such upgrade is accompanied by a separate license, in which case the terms of that license will govern. Use of some third party materials included in the Software may be subject to other terms and conditions typically found in a separate license agreement.
1. Scope of License. You may install and use the Software on up to three (3) personal computers (e.g., home computer, work computer, and a laptop). However, this License and the right to use the Software is personal to you. You own the media on which the Software is recorded but PERRLA, LLC, and/or PERRLA, LLC’s licensors retain ownership of the Software itself. You shall not permit any other person to use the Software, nor shall you sell, lend, rent, or otherwise give anyone else access to the Software.
2. Compliance with APA/MLA/Turabian Standards. The Software is designed to assist the user in the proper use of the American Psychological Association ("APA") standards for citations or the Modern Language Association "MLA") citation standards or the Turabian standards for citations. The Software will be updated from time to time to comply with any new editions to the Publication Manual of the American Psychological Association and/or the Handbook of the Modern Language Association. However, PERRLA, LLC accepts no responsibility whatsoever, financial or otherwise, for the failure of the Software to produce APA, MLA, & Turabian-compliant results. Moreover, PERRLA, LLC cannot and will not be responsible for any deviations from the standard required by any particular teacher or organization. You, and only you, are responsible for the results produced by the Software. PERRLA, LLC is in no way associated with or endorsed by the American Psychological Association or the Modern language Association.
3. Termination. This License is effective until terminated. Your rights under this License will terminate automatically without notice from PERRLA, LLC if you fail to comply with any term(s) of this License. Upon the termination of this License, you shall cease all use of the Software and destroy all copies, full or partial, of the Software.
4. Limited Warranty on Media. PERRLA, LLC warrants the media on which the Software is recorded and delivered by PERRLA, LLC to be free from defects in materials and workmanship under normal use for a period of thirty (30) days from the date of original retail purchase. Your exclusive remedy under this Section shall be, at PERRLA, LLC’s option, a refund of the purchase price of the product containing the Software or replacement of the Software which is returned to PERRLA, LLC or a PERRLA, LLC authorized representative with a copy of the receipt. THIS LIMITED WARRANTY AND ANY IMPLIED WARRANTIES ON THE MEDIA INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, OF SATISFACTORY QUALITY, AND OF FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DATE OF ORIGINAL RETAIL PURCHASE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE LIMITED WARRANTY SET FORTH HEREIN IS THE ONLY WARRANTY MADE TO YOU AND IS PROVIDED IN LIEU OF ANY OTHER WARRANTIES (IF ANY) CREATED BY ANY DOCUMENTATION OR PACKAGING. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION. Notwithstanding the forgoing, if within thirty (30) days following your purchase of the Software you are not satisfied that the Software does not comply with the then-current APA, MLA, or Turabian standards for references and citations, and can demonstrate the Software’s failure to so comply with the standard, PERRLA, LLC will offer a full refund of the actual purchase price (less shipping and handling) paid by you.
5. Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE (AS DEFINED ABOVE) IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND PERRLA, LLC AND PERRLA, LLC’S LICENSORS (COLLECTIVELY REFERRED TO AS "PERRLA" FOR THE PURPOSES OF SECTIONS 5 AND 9) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. PERRLA, LLC DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PERRLA, LLC OR A PERRLA, LLC AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
6. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL PERRLA, LLC BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF PERRLA, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall PERRLA, LLC's total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed an amount equal to the purchase price you paid for the Software. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
7. Export Control. You may not use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, the Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of missiles, or nuclear, chemical, or biological weapons.
8. Government End Users. The Software and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable. Consistent with 48 C.F.R. 12.212 or 48 C.F.R. 227.7202-1through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
9. Controlling Law and Severability. This License will be governed by and construed in accordance with the laws of the State of Tennessee, as applied to agreements entered into and to be performed entirely within Tennessee between Tennessee residents. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.
10. Complete Agreement; Governing Language. This License constitutes the entire agreement between the parties with respect to the use of the Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by PERRLA, LLC.
These Terms & Conditions ("Terms") govern your use of PERRLA, LLC's software and services (together, the "Software"). These Terms will govern any updates PERRLA, LLC provides that replace or supplement the Software, unless an update is accompanied by a separate license, in which case the terms of that license will govern. Use of some third party materials included in the Software may be subject to other terms and conditions typically found in a separate license agreement.
By creating an account or using the Software, you agree to these Terms.
1. Scope of License and Your Account
1. Scope of License and Your Account. PERRLA, LLC grants you a personal, non-exclusive, non-transferable license to use the Software for as long as you hold an active subscription. This license is personal to you and covers one individual user.
Your subscription allows you to access the Software from any of PERRLA's supported platforms, including PERRLA Online, PERRLA for Word, PERRLA for Google Docs, the PERRLA Chrome Extension, and any other platform or application PERRLA, LLC makes available from time to time, on the personal devices you use. You may not share your account credentials with, or permit the use of your account by, any other person, and you may not sell, lend, rent, sublicense, or otherwise give anyone else access to the Software.
You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to provide accurate account information and to keep it current. Notify PERRLA, LLC promptly at support@perrla.com if you believe your account has been used without your authorization.
Eligibility. You must be at least eighteen (18) years old, or the age of majority where you live, to purchase a subscription. If you are younger than that, you may use the Software only with the consent and supervision of a parent, guardian, or your school. The Software is not directed to children under thirteen (13), and PERRLA, LLC does not knowingly collect personal information from them. If PERRLA, LLC learns that it has collected personal information from a child under thirteen, it will delete that information and close the account.
PERRLA, LLC and its licensors retain all ownership of the Software. Except for the license granted here, no rights are transferred to you.
2. Compliance with APA, MLA, and Turabian Standards
2. Compliance with APA, MLA, and Turabian Standards. The Software is designed to assist the user in the proper use of the American Psychological Association ("APA") standards for citations, the Modern Language Association ("MLA") citation standards, or the Turabian standards for citations. The Software may be updated from time to time to comply with any new editions of the Publication Manual of the American Psychological Association, the MLA Handbook, or A Manual for Writers of Research Papers, Theses, and Dissertations. However, PERRLA, LLC accepts no responsibility whatsoever, financial or otherwise, for the failure of the Software to produce APA, MLA, or Turabian-compliant results. Moreover, PERRLA, LLC cannot and will not be responsible for any deviations from the standard required by any particular teacher or organization. You, and only you, are responsible for the results produced by the Software. PERRLA, LLC is in no way associated with or endorsed by the American Psychological Association, the Modern Language Association, or the University of Chicago Press.
3. Subscriptions, Billing, and Renewal
3. Subscriptions, Billing, and Renewal. The Software is provided on a subscription basis. Subscription lengths, prices, and any optional add-ons are described at the time of purchase. All charges are in U.S. dollars.
Automatic renewal. For accounts set to renew automatically, your subscription will renew at the end of each subscription term and the payment method on file will be charged at the renewal price then in effect for your plan, until you cancel. PERRLA, LLC will notify you by email before a renewal charge is made on annual or longer plans.
Cancellation. You may cancel your subscription at any time from Settings > Subscription & billing in PERRLA Online, or by contacting support@perrla.com. Cancelling stops future charges. Your access continues through the end of the subscription term you have already paid for.
Price changes. PERRLA, LLC may change subscription and renewal prices from time to time. If the price of your renewal will increase, PERRLA, LLC will notify you by email at least thirty (30) days before the increase takes effect, and you may cancel before the renewal if you do not wish to continue at the new price.
Mid-term changes. If you add an optional plan or add-on partway through a subscription term, the charge is prorated for the remainder of that term, and the add-on is included at the standard rate when the subscription renews.
4. Stored Files and Acceptable Use
4. Stored Files and Acceptable Use. The Software allows you to upload and store files associated with your references, papers, and research ("Stored Files"). Stored Files remain yours. You are solely responsible for the content of your Stored Files and for your right to store them.
Stored Files are provided to support academic and research work. You agree to use PERRLA's file storage only for academic and research materials, and not as a general-purpose backup service, file archive, media library, or file distribution service.
You agree not to upload any file that: (a) is unrelated to academic or research use; (b) you do not have the right to store or reproduce; (c) is unlawful, infringing, or contains malicious code; or (d) is an executable program, disk image, or archive of these types. PERRLA, LLC may publish and revise the list of excluded file types, the maximum size of any single file, and the total storage available on each plan.
PERRLA, LLC may review accounts whose storage use is substantially inconsistent with academic and research work, and may limit uploads, remove files, suspend storage, or terminate the account in accordance with Section 9. Where practical and lawful, PERRLA, LLC may give you notice and an opportunity to retrieve your Stored Files first.
PERRLA's file storage is not a backup service. You are responsible for maintaining your own copies of any file that matters to you. The disclaimers and limitations in Sections 11 and 12 apply to Stored Files, including any loss of or inability to access them.
5. Storage Plans, Expiration, and Retention
5. Storage Plans, Expiration, and Retention. The amount of storage available to you, and the maximum size of any single file, are determined by your active subscription and by the storage plan you have purchased. Storage plans are sold for the same terms as the underlying subscription and are described at the time of purchase.
If your subscription expires, is cancelled, or is changed to a plan providing less storage than you are currently using, your Stored Files will become download-only. You will be able to download your Stored Files to your own computer, but will not be able to upload new files, until your storage use is within the limits of your plan.
PERRLA, LLC will keep your Stored Files for at least ninety (90) days after your subscription or storage plan expires or is cancelled, so that you have time to download them. PERRLA, LLC will make reasonable efforts to notify you at the email address on your account before that period ends. After ninety (90) days, PERRLA, LLC may delete your Stored Files at its discretion, without further notice and without liability to you. Deletion is permanent, deleted files cannot be recovered, and your ability to download them ends when they are deleted.
Renewing your subscription, or purchasing a storage plan sufficient for your usage, before your Stored Files are deleted will restore full access to them.
6. Your Content
6. Your Content. In addition to Stored Files, the Software allows you to create papers, references, research notes, annotations, and other material ("Your Content"). Your Content belongs to you. PERRLA, LLC claims no ownership of it.
You grant PERRLA, LLC a limited license to host, store, copy, transmit, and display Your Content solely as necessary to provide the Software to you, to back it up, and to assist you when you request support. This license ends when Your Content is deleted from PERRLA's systems, except for copies retained in routine backups for a limited period.
PERRLA, LLC will not sell Your Content or your Stored Files, will not use them for advertising, and will not disclose them to any other party, except: to service providers who process them solely in order to operate the Software on PERRLA, LLC's behalf and under obligations of confidentiality; where you direct PERRLA, LLC to share them; or where required by law. PERRLA, LLC will not use Your Content or your Stored Files to train artificial intelligence or machine learning models that are made available to anyone other than you.
Automated processing. PERRLA, LLC uses automated tools, which may include artificial intelligence services operated by other companies, to provide features of the Software, for example, to identify bibliographic information from a file you upload. Where a file is sent to such a service, it is sent only to deliver that feature to you. PERRLA, LLC uses these services only under terms that do not allow them to use your files to train their models and that limit how long they may keep your files.
You are responsible for maintaining your own copies of Your Content. If your subscription expires or is cancelled, you can still sign in to download Your Content, and PERRLA, LLC will keep it for at least ninety (90) days after your subscription ends, on the same terms Section 5 applies to Stored Files. PERRLA's Privacy Policy describes how PERRLA, LLC handles your personal information.
7. Third-Party Services and Integrations
7. Third-Party Services and Integrations. The Software works with services provided by others, including but not limited to Microsoft Word, Google Docs, the Google Chrome browser, and Zotero. Your use of those services is governed by your own agreement with each provider, and PERRLA, LLC is not responsible for them.
Where you authorize PERRLA, LLC to connect to another service on your behalf, for example, connecting your Zotero library so that it can be imported, you confirm that you have the right to grant that access and that doing so does not violate your agreement with that provider. PERRLA, LLC will use that access only as necessary to allow third party services to function as described to you when you granted it. You may revoke that access at any time from Settings > Integrations, or from the other service directly.
PERRLA, LLC does not control whether a third-party service remains available or continues to support integration with the Software. If a third-party service changes, restricts, or discontinues its integration, PERRLA, LLC may modify or discontinue the corresponding feature. That alone is not a breach of these Terms and does not entitle you to a refund. All eligible refunds are described in Section 10.
8. Institutional and Site-License Access
8. Institutional and Site-License Access. If your access to the Software is provided by a school, employer, or other organization under a site license or similar agreement, these Terms apply to you in full. The agreement between PERRLA, LLC and that organization may contain additional terms that also apply to your access, including terms governing how long your access continues.
Where that organization's agreement and these Terms conflict, the organization's agreement governs the relationship between PERRLA, LLC and the organization, and these Terms continue to govern your individual use of the Software. Where that agreement governs the handling of student records or other data, its data terms apply to the information PERRLA, LLC processes on the organization's behalf.
If you are removed from an organization's site license, or the organization's license ends, your access to the Software will continue for thirty (30) days. After that period your account will be treated as an expired subscription, and Section 5 will govern your Stored Files. You may purchase an individual subscription at any time to continue without interruption.
9. Termination
9. Termination. These Terms are effective until terminated. Your rights under these Terms will terminate automatically without notice from PERRLA, LLC if you fail to comply with any of these Terms. PERRLA, LLC may also suspend or terminate your account for the reasons described in Section 4.
Upon termination, your access to the Software ends and you will no longer be able to use it. Any PERRLA, LLC add-ins or extensions you have installed will no longer function. Treatment of your Stored Files after termination is described in Section 5, and of Your Content in Section 6.
10. Refunds
10. Refunds. If, within thirty (30) days following any purchase or renewal of a subscription, you are not satisfied with the Software for any reason, PERRLA, LLC will offer a full refund of the actual purchase price paid by you. This refund would apply only to your most recent transaction purchase or renewal.
Optional plans and add-ons are covered on the same basis, including plans purchased partway through a subscription term. If you receive a refund for a storage plan, the storage available to you returns to the level included with your subscription before you added it. If your stored files exceed that level, Section 5 applies and your files become download-only until your usage is within your plan.
11. Disclaimer of Warranties
11. Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE (AS DEFINED ABOVE) IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. EXCEPT FOR THE REFUND DESCRIBED IN SECTION 10 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND PERRLA, LLC AND PERRLA, LLC’S LICENSORS (COLLECTIVELY REFERRED TO AS "PERRLA" FOR THE PURPOSES OF SECTIONS 11 AND 12) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. PERRLA, LLC DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PERRLA, LLC OR A PERRLA, LLC AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
PERRLA, LLC may modify, suspend, or discontinue any part of the Software at any time, including for maintenance. PERRLA, LLC does not warrant that the Software will be available at any particular time or without interruption.
12. Limitation of Liability
12. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL PERRLA, LLC BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF PERRLA, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.
In no event shall PERRLA, LLC's total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the total amounts you paid to PERRLA, LLC in the twelve (12) months preceding the event giving rise to the claim. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
13. Export Control
13. Export Control. You may not use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, the Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of missiles, or nuclear, chemical, or biological weapons.
14. Government End Users
14. Government End Users. The Software and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable. Consistent with 48 C.F.R. 12.212 or 48 C.F.R. 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
15. Controlling Law and Venue
Controlling Law and Venue. These Terms will be governed by and construed in accordance with the laws of the State of Tennessee, as applied to agreements entered into and to be performed entirely within Tennessee between Tennessee residents. Any action or proceeding arising out of or relating to these Terms shall be brought exclusively in the state courts located in Smith County, Tennessee, or in the United States District Court for the Middle District of Tennessee, and you consent to the personal jurisdiction of those courts. These Terms shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
16. Changes to These Terms
16. Changes to These Terms. PERRLA, LLC may update these Terms from time to time. When PERRLA, LLC makes a material change, it will update the "Last updated" date above and notify you by email or through the Software before the change takes effect. Your continued use of the Software after a change takes effect means you accept the updated Terms. If you do not agree to a change, you may cancel your subscription as described in Section 3.
17. Complete Agreement; Governing Language, and Severability Clause
17. Complete Agreement; Governing Language. These Terms, together with PERRLA's Privacy Policy, constitute the entire agreement between the parties with respect to the use of the Software licensed hereunder and supersede all prior or contemporaneous understandings regarding such subject matter. Changes to these Terms are governed by Section 16.
Severability. If any provision(s) of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by it severance from this Agreement and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
18. Copyright Complaints
18. Copyright Complaints. PERRLA, LLC respects the intellectual property rights of others and responds to notices of claimed copyright infringement concerning material stored by users in the Software.
If you believe material stored in the Software infringes your copyright, send written notice to PERRLA, LLC's designated agent:
PERRLA, LLC
Attention: Copyright Complaint
115 Main Street South, Suite E
Carthage, TN 37030
dmca@perrla.com
(864) 884-7877
Your notice must include the information required by 17 U.S.C. § 512(c)(3): your physical or electronic signature; identification of the copyrighted work claimed to have been infringed; identification of the material claimed to be infringing and information reasonably sufficient to permit PERRLA, LLC to locate it; your contact information; a statement that you have a good faith belief that the use is not authorized by the copyright owner, its agent, or the law; and a statement, made under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the copyright owner.
PERRLA, LLC will remove or disable access to material in response to a valid notice and will notify the user who stored it. That user may submit a counter notification meeting the requirements of 17 U.S.C. § 512(g)(3).
Repeat infringers. PERRLA, LLC will terminate, in appropriate circumstances, the accounts of users who are repeat infringers.