Terms and Conditions (Last updated on October 1, 2025)

These Terms and Conditions (collectively, “Terms”) apply to the provision of services by PERI Technologies LLC. (“PERI LLC” or “PERI”) to a customer (“Customer”) as a result of Customer’s purchase of PERI software products and services from an authorized PERI LLC distributor or reseller. PERI LLC has appointed Source HOV LLC (which is a fully owned subsidiary of XBP Global Holdings, Inc.) (“XBP Global”) under a separate agreement, the exclusive reseller for PERI software products and services within the territory of United States. XBP Global is legally authorized to market, promote and resell PERI software products and services to customers and potential customers. By accepting these Terms, Customer acknowledges that PERI LLC is an express beneficiary hereunder and agrees that both PERI LLC and XBP Global shall have the right to enforce these Terms. These Terms are a legal agreement between Customer and XBP Global , and govern the access to and use of the PERI software products and services, this site, and other related sites, any related services, and if applicable, applications, including integrations provided by XBP Global (collectively, the "Sites").

By accessing, using or downloading any materials from the Sites, registering for the services, or downloading or using any of the apps, Customer or the User agree to be bound by these terms. IF THE CUSTOMER OR THE USER DO NOT AGREE TO THESE TERMS, OR ARE NOT AUTHORIZED AND MUST CEASE USING THE SITES IMMEDIATELY.

Recognizing the global nature of the Internet, Customer or the User must comply with all local rules regarding online conduct and acceptable use of information. Specifically, Customer or the User agree to comply with all applicable laws regarding the transmission of technical data across borders.

THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND WAIVER OF JURY TRIALS AND CLASS ACTIONS GOVERNING DISPUTES ARISING FROM THE USE OF THE SERVICES WHICH AFFECT YOUR LEGAL RIGHTS AS DETAILED HEREIN. PLEASE READ CAREFULLY.

CUSTOMER OR THE USER, MUST BE OF LEGAL AGE (18 YEARS OF AGE OR OLDER, OR OTHERWISE OF LEGAL AGE IN THE RESIDENT JURISDICTION) AND COMPETENT TO AGREE TO THESE TERMS TO USE THE SITES OR SERVICES. IF THE CUSTOMER OR THE USER IS AGREEING TO THESE TERMS ON BEHALF OF AN ORGANIZATION OR ENTITY, CUSTOMER OR THE USER REPRESENT THAT THEY HAVE THE AUTHORITY TO AGREE TO THESE TERMS ON THAT ORGANIZATION OR ENTITY’S BEHALF AND BIND THEM TO THESE TERMS, IN WHICH CASE THE REFERENCES TO "YOU" OR "YOUR" IN THESE TERMS, EXCEPT FOR IN THIS SENTENCE, WILL REFER TO THAT ORGANIZATION OR ENTITY.

CUSTOMER OR THE USER, SHALL TAKE ALL REASONABLE STEPS TO ENSURE THAT NO UNAUTHORIZED PERSONS HAVE ACCESS TO THE SERVICES OR SITES, AND TO ENSURE THAT NO PERSONS AUTHORIZED TO HAVE SUCH ACCESS SHALL TAKE ANY ACTION THAT WOULD BE IN VIOLATION OF THESE TERMS.

CUSTOMER OR THE USER RESPONSES TO ALL QUESTIONS THROUGHOUT THE ELECTRONIC PROCESS MAY BE RECORDED AND MADE PART OF YOUR ELECTRONICALLY SIGNED DOCUMENTS RECORD.

BY USING THE SERVICES (AS DEFINED BELOW), CUSTOMER OR THE USER CONSENT TO RECEIVE ELECTRONIC COMMUNICATIONS FROM XBP GLOBAL AND/OR ITS PARTNERS AND AFFILIATES. YOU AGREE THAT ANY NOTICES, AGREEMENTS, DISCLOSURES OR OTHER COMMUNICATIONS THAT ARE SENT TO CUSTOMER OR THE USER ELECTRONICALLY WILL SATISFY ANY LEGAL COMMUNICATION REQUIREMENTS, INCLUDING THAT SUCH COMMUNICATIONS BE IN WRITING, PROVIDED THAT ANY COMMUNICATION TO YOU IS SENT TO THE EMAIL ADDRESS PROVIDED ON CUSTOMER OR THE USER ACCOUNT. CUSTOMER OR THE USER AGREE THAT ANY COMMUNICATION TO XBP GLOBAL WILL BE SENT TO [email protected] FOR FURTHER HANDLING.

A. USER TYPES

Your use of PERI through the Sites and your access to relevant support from us (collectively, the "Services") is available as follows:

FREE TRIAL. Customer acknowledges that the version of the Services that are available pursuant to a free limited time offer (a “Free Trial”) may not include or allow access to all features or functions of the Services. ANY DATA THAT YOU ENTER, AND ANY CONFIGURATIONS MADE DURING THE FREE TRIAL WILL BE PERMANENTLY LOST AT THE END OF THE TRIAL UNLESS YOU: (a) PURCHASE A SUBSCRIPTION PLAN TO THE SERVICES THAT IS EQUIVALENT TO OR GREATER THAN THOSE COVERED BY THE TRIAL; OR (b) EXPORT SUCH DATA TO YOUR OWN DEVICE BEFORE THE END OF THE TRIAL PERIOD. Notwithstanding anything to the contrary, during a Free Trial the Services are provided solely “AS IS” and “as available” without any warranty that may be set forth in these Terms, and XBP GLOBAL EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES AND SPECIFICALLY ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, XBP GLOBAL HEREBY DISCLAIMS ANY AND ALL LIABILITY ARISING OUT OF OR RELATING TO CUSTOMER’S USE OF THE FREE TRIAL.

STARTER, PROFESSIONAL, AND ENTERPRISE SUBSCRIPTION SERVICES. If Customer purchases a subscription plan, Customer will have access to additional Services ("Subscription Services") based on the plan selected ("Subscription Level") and time commitment ("Subscription Period"). Subscription levels include Starter, Professional, and Enterprise, each providing varying features, volume, and support. Upgrading to another subscription is permitted, and the upgraded subscription plan will start from the next billing cycle. Any unused volume associated with a per-use Subscription Level will carry over to subsequent Subscription Periods. XBP Global reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice.

B. OWNERSHIP OF PROPRIETARY INFORMATION; CONTENT

The Services contain materials that are proprietary and are protected by copyright laws, international treaty provisions, trademarks, service marks, and other intellectual property rights, laws, and treaties. XBP Global and its licensors own and will retain ownership of all right, title, and interest in the Services, including intellectual property rights therein (but excluding your Content (as defined below)). Customer will own and will retain ownership of all right, title, and interest in Customer’s Content. Except as otherwise required by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner. Neither party will do anything inconsistent with such a title. Customer’s use of any XBP Global proprietary information other than as permitted in accordance with these Terms is strictly prohibited.

The Services consist of a web-based travel and expense management application designed for global business environments, simplifying corporate travel expenses. Users can easily raise advance requests, submit travel approvals, log expenses, and create reimbursement reports. With PERI, Customer gain visibility, optimize costs, and maintain control over spending. Customer shall retain all rights, title and interest in and to any communication the Customer make thereof or any data you upload therein (collectively “Content”). This includes all associated intellectual property rights. The ownership of Customer’s Content remains with the Customer all the times. Except as described in these Terms, XBP Global claims no ownership rights in Customer’s Content. XBP Global may provide links to publicly available Content to use with the Services but is not responsible in any manner for such publicly available Content. However, the Customers are responsible for ensuring that any Content (including any publicly available Content) that Customer uses in Connection with the Services complies with the applicable intellectual property, privacy and export laws and treaties. XBP Global does not have the ability to screen all Content, but XBP Global shall have the right (but not the obligation) in its sole discretion to remove all or some part of your Content from the Services. If the Customer is an administrator for your account, then Customer is responsible for the Content and activities of its users.

Although Customer is in no way obligated to do so, if Customer chooses to share an idea, suggestion, information, or feedback relating to the Services ("Suggestion"), then Customer hereby assigns, transfers, and conveys to XBP Global and/or PERI LLC, as applicable, all worldwide right, title, and interest in and to all intellectual property rights in all of Customer’s Suggestions.

XBP Global and/or its licensors owns and will retain ownership of all right, title, and interest in its Content, including all intellectual property rights therein. Customer claims no ownership of XBP Global and/or its licensors’ Content.

If Customer is a user of Content posted by a third-party on the Services ("Third-Party Content"), Customer acknowledges that XBP Global does not approve, endorse, monitor, verify, or take responsibility for any such Third-Party Content. Customer agrees that the third party posting the Third-Party Content is solely responsible for it and XBP Global shall not be liable for any Third-Party Content. XBP GLOBAL HEREBY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO CLAIMS ARISING OUT OF OR RELATED TO THIRD - PARTY CONTENT REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY.

D. CONFIDENTIAL INFORMATION

In connection with the Services, Customer or the User and XBP Global may share proprietary or non-public information (“Confidential Information”) which may or may not be designated as “Confidential,” “Proprietary” or some similar designation. "Confidential Information" will not include any information which: (a) was previously known to the other party without restriction on use or disclosure; (b) is or becomes publicly available, through no fault or breach of these terms by the receiving party; (c) is rightfully obtained by the receiving party from a third party not under a duty of confidentiality and without restriction on use or disclosure; (d) is independently developed by such other party without reference to the Confidential Information.

The receiving party of Confidential Information agrees: (a) not to disclose Confidential Information to a third party, with the exception that Confidential Information may be disclosed to such party’s employees, and/or its affiliates, consultants, attorneys, accountants or other professional advisors who have a need to have the information that are under confidentiality obligations that are at least as restrictive as the terms contained herein or subject to direction of the disclosing party; (b) to protect the secrecy of and to avoid disclosure and unauthorized use of the disclosing party's Confidential Information to the same degree that it takes to protect its own Confidential Information, and in no event less than reasonable care; and (c) to use Confidential Information only as necessary to fulfill its obligations and exercise its rights under these Terms.

Upon termination or expiration of your Free Version or Subscription Period, XBP Global will have no further obligations in respect of your Confidential Information.

E. HANDLING OF EU PERSONAL DATA

The following terms have the meanings given in the General Data Protection Regulation (EU) 2016/679: "personal data", "data subject" and "process". To the extent Customer or the User are an individual, Customer or the User hereby expressly grant consent to XBP Global to: (a) process the personal data (including sensitive personal data) in accordance with the Privacy Policy and to collect, use, and disclose such personal data in order deliver Services and otherwise in accordance with the terms herein; (b) disclose the personal data (including sensitive personal data) to the categories of recipients described in the Privacy Policy; (c) transfer the personal data (including sensitive personal data) throughout the world, including to the United States and other countries that do not ensure adequate protection for personal data (as determined by the European Commission); and (d) disclose the personal data (including sensitive personal data) to comply with lawful requests by public authorities, including to meet national security or law enforcement requirements.

F. DEVICES AND/OR INTERNET

Services depend on third party network and Internet providers and device manufacturers that are outside of XBP Global’s control. Customer or the User acknowledge that XBP Global will not be responsible or liable for performance or non-performance as a result of such devices or networks. Customer or the User acknowledge that the processing and transmission of the Services, including Customer or the User Content, may involve transmissions over various networks and unencrypted transfer to a network or device. Customer or the User acknowledge that third party networks or devices may change their technical requirements interfering with the operation of the Services.

G. WARRANTIES AND DISCLAIMERS

Customer or the User hereby represent and warrant to XBP Global that: (a) Customer or the User have all requisite rights and authority to use the Services under these terms and to grant all applicable rights herein; (b) Customer or the User are responsible for the use of the Services; (c) Customer or the User are solely responsible for maintaining the confidentiality of the password(s); (d) Customer or the User will promptly notify XBP Global, any unauthorized use of the Services; (e) Customer or the User agree that XBP Global will not be liable for any losses incurred as a result of a third party's use of the account, regardless of whether such use is with or without Customer or the User knowledge and consent; (f) Customer or the User will use the Services for lawful purposes only and subject to these terms; (g) any information Customer or the User submit to XBP Global is true, accurate, and correct; and (h) Customer or the User will not attempt to gain unauthorized access to the system or the Services, other accounts, computer systems, or networks under the control or responsibility of XBP Global .

Customer or the User acknowledge that the Sites and/or Services and any related products, information, documentation, software, technology, technical data, and any derivatives thereof, that XBP Global makes available (collectively “Excluded Data”) is subject to export control laws and regulations of the United States (including, the U.S. Export Administration Act and the sanctions regulations administered by the U.S. Department of the Treasury Office of Foreign Assets Control (“OFAC”)) and other jurisdictions (collectively “Export Laws”). Customer or the User represent and warrant that Customer or the User will not access, download, use, export, or re-export, directly or indirectly, the Excluded Data to any location, entity, government or person prohibited by Export Laws (including to any end-user in a U.S. embargoed country or territory or an end-user included on OFAC’s listing of Specially Designated Nationals or the U.S. Commerce Department’s Entity List or Denied Persons List) without first complying with all Export Laws that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction you operate or do business. Customer or the User are solely responsible for complying with Export Laws for all Excluded Data and any of its content transmitted through the Sites.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES AND SITES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” THE USE OF THE SERVICES AND SITES SHALL BE AT THE CUSTOMER OR USER SOLE RISK. XBP GLOBAL AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUBSIDIARIES, AND LICENSORS (“XBP GLOBAL PARTIES”) (i) MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER; (ii) EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE; AND (iii) DOES NOT WARRANT THAT THE SERVICES OR SITES ARE OR WILL BE ERROR-FREE, WILL MEET THE REQUIREMENTS, OR BE TIMELY OR SECURE. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM USE OF THE SERVICES OR SITES.

THE XBP GLOBAL PARTIES MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES AND SITES CONTENT AND ASSUME NO RESPONSIBILITY FOR ANY: (i) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (ii) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM THE ACCESS TO AND USE OF SERVICES AND SITES; (iii) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVERS; (iv) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITES; (v) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SITES; (vi) ANY LOSS OF YOUR DATA OR CONTENT FROM THE SITES; AND/OR (vii) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES AND SITES. CUSTOMER OR THE USER WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF XBP GLOBAL TO ANY THIRD PARTY.

Because some jurisdictions do not allow limitations on implied warranties, the above limitation may not apply to the Customer/User. In that event, such warranties are limited to the maximum extent permitted by and for the minimum warranty Period allowed by the mandatory applicable law.

H. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE XBP GLOBAL BE LIABLE TO FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY: (a) USE OF THE SITES OR THE SERVICES; (b) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (c) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM THE ACCESS TO AND USE OF THE SITES OR THE SERVICES; (d) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (e) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVERS; (f) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SITES OR THE SERVICES BY ANY THIRD PARTY; (g) ANY LOSS OF DATA OR CONTENT FROM THE SITES OR THE SERVICES; (h) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITES OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND USER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND/OR (i) THE DISCLOSURE OF INFORMATION PURSUANT TO THESE TERMS OR OUR PRIVACY POLICY.

XBP GLOBAL ’S TOTAL LIABILITY FOR ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR TO THE USE OF THE SERVICES OR SITES (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL NOT EXCEED THE TOTAL AMOUNT PAID TO XBP GLOBAL FOR THE APPLICABLE SERVICE(S) GIVING RISE TO THE CLAIM UNDER THESE TERMS DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT.

Each provision of these Terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages represents an agreed allocation of the risks of these Terms between you and us. This allocation is an essential element of the basis of the bargain between the parties.

CUSTOMER OR USERS JURISDICTION MAY NOT ALLOW THE EXCLUSION OF WARRANTIES OR LIMITATION OF LIABILITY ABOVE, SO THE LIMITATIONS OR EXCLUSIONS HEREIN MAY NOT APPLY. IN SUCH JURISDICTIONS, THE LIABILITY OF XBP GLOBAL WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

I. INDEMNIFICATION

Customer or the User will defend, indemnify, and hold XBP Global harmless from any and all third party claims, damages, liabilities, and costs (including, but not limited to attorneys' fees) arising from or related to: (a) allegations that the Customer or the User content infringes any intellectual property or other rights of any person or entity, (b) Customer or the User’s failure to comply with these Terms, or (c) Customer or the User’s willful misconduct or negligence.

XBP Global retains the exclusive right to settle, compromise, and pay, without Customer or the User’s consent, any and all claims or causes of action that are brought against XBP Global. XBP Global will (a) promptly provide notice to Customer or the User of any claim, suit or proceeding for which indemnity is claimed and Customer or the User agree to cooperate with XBP Global ’s defense of these claim(s). Customer or the User will not enter into any settlement that imposes liability or obligations on XBP Global without XBP Global’s express prior consent.

J. PAYMENT; FEES

Customer shall pay XBP Global all fees associated with the Subscription in advance of each Subscription Period (monthly or annually), whether or not Customer uses any or all of the Subscription Services for which it subscribes. Prior to accessing the Subscription Services, Customer must provide XBP Global with a valid credit card, or other forms of payment acceptable to XBP Global. Additionally, Customer is responsible for payment of all taxes, including sales, use, personal property, value-added, excise, customs fees, import duties, stamp duties and any other similar taxes and duties, including penalties and interest, imposed by any federal, state, provincial or local government entity on the transactions contemplated by these Terms, excluding taxes based upon XBP Global’s net income.

CUSTOMER’S PAYMENTS ARE NON-REFUNDABLE EXCEPT AS EXPRESSLY PROVIDED IN THE TERMS OF THIS SECTION J AND SECTION K. If Customer provides a credit card, Customer agrees, authorizes, and consents that XBP Global may charge Customer’s account for all fees for the Subscription Services as they are incurred, including renewal payments on the last day of each Subscription Period. The authorization to a charge continues through the applicable Subscription Period and automatic renewal terms unless Customer CANCELS the Subscription Services as set forth in SECTION K of these Terms. If Customer is invoiced by XBP Global, Customer agrees to pay all such invoices within thirty (30) days of the date of the invoice. As a subscriber, Customer agrees to provide XBP Global with complete and accurate billing and contact information and keep it up to date throughout the Subscription Period.

If XBP Global fails to receive payment from Customer by any due date, XBP Global may, in its sole discretion, suspend use of Subscription Services and delete Customer’s account. Customer further agrees to reimburse XBP Global for all reasonable attorneys' fees and costs incurred to collect past due amounts.

Customer acknowledges that XBP Global may change its fees and/or fee structures for Services from time to time in its discretion. XBP Global will post notice of such changes on the Sites. Any pricing changes to the paid Subscription Services will be effective as of Customer’s next Subscription Period and not impact the current Subscription Period. Customer agrees that continued use of all or part of the Services will be subject to Customer’s payment of any applicable fees. XBP Global shall not be liable to Customer or to any third-party for any modification, price change, suspension, or discontinuance of the Services.

If Customer in good faith disputes of any payment, Customer will contact the XBP Global support team with details of the dispute, any supporting documentation, and its contact information within thirty (30) days of Customer becoming aware of the dispute. Customer will continue to pay all amounts when due (even disputed amounts) while the Parties work diligently and promptly to resolve the dispute. Upon resolution, XBP Global will promptly credit any amount owed to Customer or Customer will promptly pay all amounts owed to XBP Global.

In order to receive a credit or dispute an invoice, please contact XBP Global support at [email protected]

K. TERM; TERMINATION

Customer can CANCEL the Subscription Services by sending email to [email protected], seven (7) days prior to the end of the current Subscription Period. No Cancellation/Refund is allowed on the Monthly and Quarterly Plan. Customer can cancel the Bi-Annual or the Annual Plan within the first thirty (30) days of the Subscription Period. The refund for Bi-Annual or the Annual Plan will be processed on a prorated basis after deducting a ten percent (10%) penalty charge from the refund amount.

The arrangement contemplated by these Terms will be effective as of the earlier of either (i) the date that Customer accepts these click-thru Terms or (ii) the date that Customer signs a sales order with the end of the Subscription Period specified in Customer’s applicable order form, or if no term is specified, until the arrangement contemplated by these Terms is terminated by either party in accordance with these Terms. These Terms will, upon the expiration of Customer’s initial Subscription Period, automatically renew for successive Subscription Period unless Customer CANCELS the Subscription Services seven (7) days prior to the end of the then-current Subscription Period. If Customer or XBP Global elects not to renew the Services before the end of the current Subscription Period, Customer will not be charged for subsequent periods.

XBP Global may terminate the arrangement contemplated by these Terms or suspend the use of Subscription Services if Customer (a) violates the license restrictions contained in these Terms, or (b) is past due on payment of a fees owed and have not responded to request for payment, (c) billing or contact information is false, fraudulent or invalid, (d) issued bad checks or reversed credit/debit card transactions, (e) breach or otherwise to fail to comply with these Terms and have not cured such breach within five (5) days of XBP Global ’s written notice specifying the alleged breach, or (f) enter receivership, general assignment for the benefit of creditors, any bankruptcy or insolvency proceedings that are not dismissed within sixty (60) days, liquidation, dissolution or termination of Customer’s business operations. XBP Global may also elect to cancel the Subscription Services at the end of the then current Subscription Period by providing Customer at least ten (10) days prior written notice.

L. EFFECT OF TERMINATION

If these Terms expire or are terminated for any reason: (a) Customer will pay to XBP Global any amounts that have accrued before, and remain unpaid, as of the date of the termination or expiration, including those for the billing cycle in which termination occurs; (b) any and all of the liabilities to or XBP Global that have accrued before the effective date of the expiration or termination will survive; (c) licenses and use rights granted to Customer with respect to the Services and Sites and intellectual property will immediately terminate; (d) XBP Global ’s obligation to provide any further services under these Terms will immediately terminate. XBP Global will not be liable to Customer or any third-party for termination of the arrangement contemplated by these Terms or any termination or suspension of Customer’s use of the Services.

CUSTOMER ACKNOWLEDGES THAT THE CONTENT WILL BE DELETED FROM THE SERVICES UPON THE TERMINATION OR UPON THE EXPIRATION DATE OF THE CANCELLED SUBSCRIPTION. THIS INFORMATION CANNOT BE RECOVERED ONCE DELETED. IF CUSTOMER IS NOT A CURRENT SUBSCRIBER, XBP GLOBAL WILL NOT STORE CONTENT ON CUSTOMER’S BEHALF.

M. GOVERNING LAW

The arrangement contemplated by these Terms will be governed by and construed in accordance with the substantive laws in the State of New York. These Terms will not be governed by the conflict of law rules of any jurisdiction that would result in the application of any laws other than those of the State of New York or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

N. BINDING ARBITRATION

IN THE EVENT OF A DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OR TO XBP GLOBAL , THE COMPLAINING PARTY SHALL NOTIFY THE OTHER PARTY IN WRITING THEREOF. WITHIN THIRTY (30) DAYS OF SUCH NOTICE, BOTH PARTIES SHALL ATTEMPT TO RESOLVE THE DISPUTE IN GOOD FAITH. IF THE DISPUTE IS NOT RESOLVED BY NEGOTIATION OR MEDIATION, AT ANY TIME AFTER EXPIRATION OF THIRTY (30) CALENDAR DAYS FROM THE DATE OF THE WRITTEN REQUEST FOR INFORMAL SETTLEMENT. INSTEAD OF SUING IN COURT, PARTIES AGREE TO SETTLE DISPUTES ONLY BY ARBITRATION. ACCORDINGLY, THE DISPUTE SHALL BE SUBMITTED TO BINDING ARBITRATION IN ACCORDANCE WITH THE AAA COMMERCIAL ARBITRATION RULES BY A SOLE INDEPENDENT ARBITRATOR CHOSEN BY THE AAA OFFICE IN NEW YORK CITY. THE ARBITRATOR SHALL ISSUE A WRITTEN AWARD STATING THE REASONS THEREFOR. THE RULES IN ARBITRATION ARE DIFFERENT. THERE’S NO JUDGE OR JURY, AND REVIEW IS LIMITED, BUT AN ARBITRATOR CAN AWARD THE SAME DAMAGES AND RELIEF, AND MUST HONOR THE SAME LIMITATIONS STATED IN THESE TERMS AS A COURT WOULD. JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATOR SHALL BE BINDING ON BOTH PARTIES AND MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. THE ARBITRATION SHALL BE CONDUCTED IN THE ENGLISH LANGUAGE. EITHER PARTY SHALL RETAIN THE RIGHT TO OBTAIN INTERIM EQUITABLE RELIEF IN ANY COURT OF COMPETENT JURISDICTION. IN NO EVENT SHALL THE ARBITRATOR BE EMPOWERED TO AWARD PUNITIVE DAMAGES. EACH PARTY SHALL BEAR ITS OWN EXPENSE OF ARBITRATION AND SHALL SHARE EQUALLY THE COST OF THE ARBITRATOR AND THE ARBITRATION PROCEEDINGS.

O. WAIVER OF JURY TRIAL; CLASS ACTION WAIVER

SUBJECT TO THE FOREGOING AGREEMENT TO ARBITRATE, XBP Global AND THE CUSTOMER EACH KNOWINGLY WAIVE ANY RIGHT TO JURY TRIAL UNDER THESE TERMS, AND THE CUSTOMER FURTHER AGREES THAT ARBITRATION SHALL PROCEED SOLELY ON AN INDIVIDUAL BASIS WITHOUT THE RIGHT FOR ANY CLAIMS TO BE ARBITRATED ON A COLLECTIVE OR CLASS ACTION BASIS OR ON A BASIS INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF OTHERS ("CLASS ACTION WAIVER"). CLAIMS MAY NOT BE JOINED OR CONSOLIDATED UNLESS AGREED TO IN WRITING BY US. THE WAIVER OF JURY TRIAL AND AGREEMENT TO ARBITRATE SHALL REMAIN IN EFFECT EVEN IF THE CLASS ACTION WAIVER IS LIMITED, VOID, OR FOUND UNENFORCEABLE. THE CUSTOMER AND XBP GLOBAL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN CUTOMER’S OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

P. THIRD-PARTY CONTENT

The Services may provide, links to other third-party websites, services, or resources that are beyond XBP Global’s control. XBP Global makes no representations as to the quality, suitability, functionality, or legality of any third-party content to which links may be provided, and Customer hereby waives any claim that Customer might have against XBP Global with respect to such services. XBP Global IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WEB PAGES THAT ARE LOCATED OUTSIDE THE SITE OR POSTS OF USER CONTENT. Customer’s usage through the Site, including any payment gateway, and any other terms, conditions, warranties, or representations associated with such dealings are solely between Customer and such provider. Customer agrees that XBP Global shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such links to third-party websites or resources on the Site.

Q. MARKETING

Customer grants XBP Global the right to list, present or utilize their name, data and logo as a PERI customer on XBP Global’s service website and/or marketing materials. If the Customer wishes to withdraw its consent, the Customer can send its request on [email protected]. XBP Global shall within seven (7) days of receipt of Customer’s request remove Customers name, data and logo from XBP Global’s service website and/or marketing material.

R. MISCELLANEOUS

The Services provided hereunder are "commercial items" as that term is defined at 48 C.F.R. 2.101 (October 1995) consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 (Sept 1995) and are provided to the U.S. Government only as a commercial end item. All U.S. Government End User's rights to access and use the Services are set forth in 48 C.F.R. 12.212 and 48 C.F.R. 227.7202 (June 1995).

These Terms may be agreed online, by use of the Services and/or executed by electronic signature and in one or more counterparts.
These Terms do not establish the parties as business partners or agents of the other, and neither party has the right to bind the other on any third-party agreement.

Customer may not assign any of its rights or obligations hereunder, except in connection with a merger or acquisition. Subject to the foregoing, these Terms shall be binding upon, and inure to the benefit of, the successors and assigns of the parties thereto.

Except for any payment obligations, neither Customer nor XBP Global will be liable for failure to perform any obligation under these Terms to the extent such failure is caused by a force majeure event (including acts of God, natural disasters, war, civil disturbance, action by a governmental entity, strike, crime, and other causes beyond the party’s reasonable control). The party affected by the force majeure event will provide notice to the other Party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event will be performed promptly after the force majeure event concludes.

These Terms together with the "Consent To Proceed Electronically," described at Consent To Proceed Electronically and "Privacy Policy," which governs XBP Global ’s use of Customer’s information, described at Privacy Policy, each of which are incorporated herein, constitute the entire agreement between the parties with respect to Customer’s access and use of the Services. These Terms supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter and prevails over any conflicting terms contained in any documents, communications, or discussions. All waivers must be in writing and signed by the party waiving its rights. If any part of these Terms is found unenforceable by an arbitrator or court of competent jurisdiction, the rest of these Terms will nonetheless continue in effect, and both parties agree that the unenforceable provisions will be modified so as to best accomplish the objectives of these Terms within the limits of applicable law.

XBP Global may revise these Terms or any additional terms and conditions that are relevant to the Services from time to time to reflect changes in the law or to the Services. Please review the site on a regular basis to obtain timely notice of any revisions. XBP Global will post the revised terms on the Site with a “last updated” date. Customer agrees that XBP Global shall not be liable to Customer or to any third-party for any modification of the Terms. IF CUSTOMER CONTINUES TO USE THE SERVICES AFTER THE REVISIONS TAKE EFFECT, CUSTOMER AGREES TO BE BOUND BY THE REVISED TERMS.

PERI is an intelligent, user-friendly expense tracking and management software.