Revised: March 23, 2022
IMPORTANT -- THIS AGREEMENT ("AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR ENTITY) (“LICENSEE”, “YOU” OR "YOUR") AND PLANKEAPP, LLC. (“PLANKE”). BY USING THE SERVICES AND/OR ANY SOFTWARE HEREIN DESCRIBED, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT TO PLANKE THAT YOU HAVE LEGAL AUTHORITY TO BIND THAT ENTITY.
You are agreeing to use one or more of Planke’s cloud-based services, which may be referred to individually or collectively herein as the "Service(s)", and/or Planke’s document management software ("Software"). The Service and the Software may not be error free. Therefore, You are advised to safeguard important data, to use caution and not to rely on the correct functioning or performance of the Service or Software. Although Planke will use reasonable efforts to provide technical support (assuming you have paid any applicable fees), it provides no assurance that any specific errors in the Service or Software will be corrected.
Subject to the terms and conditions of this Agreement and depending upon whether during sign-up and/or purchase process you have agreed to use the Service and/or the Software on a subscription basis or to receive a perpetual license to use the Software, Planke grants to You:
Except as otherwise specifically permitted in this Agreement, You may not:
Any update to the Software provided to You is made on a license exchange basis such that You agree, as a condition for receiving an update, that You will terminate Your use of any previous version of the Software. Planke may automatically check the Service and/or Your version of the Software and may automatically update the Service and/or Software from time to time. You agree to accept such updates subject to this Agreement.
You may be required to create an account to participate in the Service and/or use the Software. If You are entering into this Agreement on behalf of an entity, You represent and warrant that the entity will utilize the Services and/or Software under a single account. You agree not to impersonate any person or entity or misrepresent Your identity or affiliation with any person or entity, including using another person's username, password or other account information. You are responsible for the security of Your password and for any use of Your account. You also agree to notify us promptly at firstname.lastname@example.org of any unauthorized use of Your username, password, other account information, or any other breach of security that You become aware of involving or relating to the Service or Software.
If there is a fee associated with your use of the Service or Software, You agree to pay that fee. The fee charged excludes all applicable taxes and currency exchange settlements, unless stated otherwise. You are solely responsible for paying such taxes or other charges. Planke may suspend or cancel Your access to the Service or Software if Planke does not receive payment from You. Suspension or cancellation for non-payment may result in a loss of access to and use of Your account. To pay any fees, You will be asked to provide a payment method at the time you sign up with Planke. You agree to keep your billing account information current at all times. By providing Planke with Your payment method, You (a) represent that You are authorized to use the payment method that You provided and that any payment information You provide is true and accurate; and (b) authorize Planke to charge You using Your payment method and to charge You for any paid feature that You choose to sign up for or use while this Agreement is in effect. You acknowledge and agree that Planke may bill you on a recurring basis for Services that You purchase on a subscription basis. If You take part in any trial offer, You must cancel the Services by the end of the trial period to avoid incurring charges, unless Planke notifies You otherwise. Planke may change the price it charges for the Services at any time and will notify You in advance of such changes. If You do not agree to the price change, You must cancel and stop using the Services before the price change takes effect. If there is a fixed term and price for your Services offer, that price will remain in force for that term. Unless otherwise provided by law or by a particular Service offer, all purchases are final and non-refundable.
In Your use of the Service or Software, You agree to comply with all applicable laws and regulations. For clarity, You are solely responsible for compliance related to the manner in which You choose to use the Service or Software, including Your transfer, use, and processing of Your content via the Service or Software.
If you are a government agency, you acknowledge that the Software was developed at private expense and that the computer software component is provided to you subject to RESTRICTED RIGHTS. Notwithstanding any other lease or license agreement that may pertain to, or accompany the delivery of, this restricted computer software, the rights of the government regarding its use, duplication, reproduction or disclosure by the Government is subject to the restrictions set forth in subparagraph (c)(1)(ii) of the rights in Technical Data and Computer Software clause at DFARS 252.227‑7013 (48 C.F.R. § 252.227-7013), and subparagraph (c)(1) and (2) of the Commercial Computer Software Restricted Rights clause at FAR 52.227‑19. Contractor/manufacturer is Headway Software Technologies.
You agree that You will not:
You represent that You have either reached the age of “majority” where You live.. If You do not know whether You have reached the age of majority where You live, or do not understand this section, please do not create an account with Planke.
You may not access the Service other than through the interfaces provided by Planke or interfere with or disrupt the proper operation of the Service.
Subject to Licensee’s payment of the corresponding fees (if any), Planke shall provide reasonable technical support. Licensee shall provide Planke with such technical information and assistance as Planke may reasonably request in order for it to provide support. Subject to Licensee’s payment of the corresponding fees (if any), Planke shall provide the Licensee with updates, enhancements and maintenance modifications as they become available.
You agree, at your sole discretion, to provide to Planke suggestions, comments and feedback regarding the Service or Software, including but not limited to usability and bug reports (collectively, "Feedback"). If You provide such Feedback to Planke, You hereby grant Planke the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights to: make, use, copy, modify, sell, distribute, publicly perform or display, sublicense (including the right to sublicense to further third parties), and create derivative works of the Feedback as part of any Planke product, technology, service, specification or documentation (individually and collectively, "Planke Products"). You warrant that Your Feedback is not subject to any license or other terms that would purport to require Planke to comply with any additional obligations with respect to any Planke Products that incorporate any Feedback.
Planke may use Licensee’s name and/or logos to identify Licensee as a Planke licensee in its general marketing materials or otherwise.
You agree to use reasonable efforts to cooperate with and assist Planke in identifying and preventing any unauthorized use, copying, or disclosure of the Service or the Software.
Planke and any of its licensors own all proprietary rights in and to the Service and the Software. The Service and any Software provided to you is licensed and not sold. Except as expressly provided herein, Planke retains all rights and does not grant any express or implied right to You under any Planke patents, copyrights, trademarks, or trade secret information.
Planke may place limits on, modify, suspend or terminate the Service generally, may remove or disable access to any content posted by You in using the Service and may suspend or terminate Your use of the Service or terminate this Agreement at any time, including as a result of Your use of the Service that Planke reasonably deems to be excessive, which may include usage that substantially and repeatedly exceeds the typical levels of usage by other users of same category/tier of Service. Notwithstanding anything else in this Agreement, this suspension or termination may result in the immediate deletion of Your documents, information, files, and other previously available content. Planke is under no obligation to return any content to you. If Planke terminates the Service, Your use of the Service or this Agreement, the rights and licenses granted to You under this Agreement shall immediately terminate (except that You may continue to use any Software as provided in Section 2(ii) in all instances other than termination of this Agreement as a result of Your breach) and You shall immediately cease using the Service. In addition to those provisions that survive according to their terms, Sections 3 through 15 shall continue to be effective after termination of this Agreement. If Planke terminates the Service, Your use of the Service or this Agreement, the rights and licenses granted to You under this Agreement shall immediately terminate (except that You may continue to use any Software licensed on a perpetual basis as provided in Section 2 in all instances other than termination of this Agreement as a result of Your breach) and You shall immediately cease using the Service. In addition to those provisions that survive according to their terms, Sections 3 through 15 shall continue to be effective after termination of this Agreement.
Planke may change this Agreement and will post the modified agreement (which shall then become the Agreement) on Planke’s website. Therefore, Planke encourages you to check the terms of this Agreement from time to time to see if they have been updated. If You do not agree to the modified agreement, Your sole recourse is to stop using the Service and/or Software. Your continued use of the Service or Software after the date the modified agreement is posted will constitute Your acceptance of the modified agreement.
You will defend, indemnify and hold harmless Planke, its affiliates, and their respective officers, directors, employees, agents, licensors and any third-party providers, from and against all claims, losses, damages and costs, including reasonable attorneys’ fees, arising from any third-party claim against Planke related to Your use of the Service or Software, including any document or content You submit to the Service.
LICENSEE ACKNOWLEDGES AND UNDERSTANDS THAT THE SERVICE AND ANY SOFTWARE MAY CONTAIN ERRORS, OMISSIONS, AND PROBLEMS. LICENSEE HEREBY ACCEPTS THE SERVICE AND SOFTWARE, "AS IS" AND WITH ALL FAULTS, DEFECTS AND ERRORS AND LICENSEE UNDERSTANDS THAT IT ASSUMES ALL RISKS OF USE, QUALITY, AND PERFORMANCE. NEITHER PLANKE NOR ANY OF PLANKE'S LICENSORS MAKE ANY EXPRESS WARRANTIES, AND EACH OF THEM DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
LICENSEE AGREES AND ACKNOWLEDGES THAT NEITHER PLANKE NOR ANY OF ITS LICENSORS MAY BE HELD LIABLE FOR ANY CLAIM, LOSS, DAMAGES, EXPENSES OR COSTS OF AN INDIRECT NATURE, INCLUDING CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS OR OTHERWISE AND IN NO EVENT SHALL THEY BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT OF FEES PAID TO PLANKE BY LICENSEE (IF ANY) UNDER THIS AGREEMENT DURING THE IMMEDIATELY PRECEDING SIX MONTHS. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS. THE LIMITATIONS IN THIS SECTION APPLY TO YOU ONLY TO THE EXTENT THEY ARE LAWFUL IN YOUR JURISDICTION.
THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YOU ACKNOWLEDGE THAT IF THE ABOVE LIMITATION WERE NOT INCLUDED HEREIN, Planke WOULD NOT LICENSE THE SERVICE OR SOFTWARE TO YOU.
Planke is committed to integrity and high standards of business conduct in everything it does, especially in its dealings with its customers, suppliers and contractors. As a result, Planke supports and agrees to abide by the following principles:
This Agreement is the entire agreement between You and Planke related to the Service and/or Software, replacing any prior agreements. Planke's licensors may be third party beneficiaries to this Agreement. There are no other third-party beneficiaries to this Agreement. The parties to this Agreement are independent contractors, and nothing in this Agreement creates an agency, partnership, or joint venture. You shall not assign this Agreement, by operation of law or otherwise. Planke may assign this Agreement, subject to all of the terms of this Agreement.
Failure to enforce any provision will not constitute a waiver of that provision. If any provision of this Agreement is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision's essential purpose and, in any event, the remainder of the Agreement shall be unaffected. The prevailing party in any action or proceeding to enforce its rights hereunder shall be entitled to recover reasonable attorneys’ fees and other reasonable costs incurred in the action or proceedings.
You may only resolve disputes with Planke on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.
This Agreement is governed by the laws of the state of Delaware, United States of America. You hereby consent to the jurisdiction of the courts located within the county in which Planke’s principal office in Delaware is located.
You grant Planke the right to use publicly your name and logo to appropriately identify you as a Planke customer and licensee of the Software.
If you have any questions about this Agreement, or if you wish to change the address to which notices may be sent to you for purposes of this Agreement, you may write to Planke at the following address:
300 Delaware Ave
Wilmington, DE 19801
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