Plane Software, Inc., doing business as Plane (together referred to as "the Company", “Plane”, “Plane.so”, "We/we", "Us/us" or "Our/our") operates the website https://plane.so (the "Website"), and offers a cloud-based and self-hosted Software as a Service (SaaS) solution designed for work management through the cloud, on-premises, mobile application Plane (the "App") or through any other means (collectively, the "Services"), subject to Your agreement to and compliance with these Terms and Conditions (the “Terms”). These Terms detail the terms of a legal agreement between you (collectively, “You/you,” “Your/your,” “Client,” or “End User”) and Us.
These Terms constitute a legally binding agreement between you, either as an individual or on behalf of an entity ("you"), and Plane Software, Inc. regarding your access to and use of the Services. By using the Services, you acknowledge that you have read and understood these Terms. You voluntarily agree to be bound by them. By using the Services, you agree to adhere to all relevant laws and regulations. These Terms take effect once you accept them and will remain in effect unless terminated. In the event that you are using the Services on behalf of an entity or organization you confirm that (i) you have the legal authority to bind your employer or applicable entity to these Terms, and (ii) after reading and understanding these Terms, you agree to them on behalf of your employer and these Terms shall bind your employer or such entity as applicable while you and your employer fully agree to indemnify Plane for any violation(s) of these Terms. Please note that these Terms do not grant any rights or benefits to third parties.
PLEASE BE AWARE THAT YOU ARE CONSIDERED AN AUTHORIZED REPRESENTATIVE OF YOUR EMPLOYER OR RELEVANT ENTITY WHERE: (I) YOU REGISTER FOR THE SERVICE USING YOUR EMPLOYER OR THE ENTITY’S EMAIL ADDRESS; OR (II) IF YOU ARE DESIGNATED AS AN ADMIN. NOTE THERE ARE VARIOUS TYPES OF USERS IN THE SERVICES, THEREFORE UNLESS INDICATED OTHERWISE “YOU” SHALL REFER TO THE CLIENT AND ALL USERS. YOU ACKNOWLEDGE THAT THESE TERMS ARE BINDING, AND YOU AFFIRM YOUR CONSENT TO THEM, BY EITHER: (I) THE CONTINUED USE OF THIS WEBSITE OR APP; (II) CLICKING ON A BUTTON; OR (III) REGISTERING FOR, USING OR ACCESSING THE SERVICES WHICHEVER OCCURS FIRST (THE DATE OF SUCH INTERACTION, REGISTRATION OR ACCEPTANCE BEING THE “EFFECTIVE DATE”). IF YOU DO NOT AGREE TO COMPLY WITH THESE TERMS OR DO NOT HAVE THE AUTHORITY TO BIND YOUR EMPLOYER OR ANY OTHER ENTITY (AS APPLICABLE), PLEASE DO NOT ACCEPT THESE TERMS, OR ACCESS OR USE THE SERVICES.
PLEASE READ THESE TERMS CAREFULLY BEFORE YOUR CONTINUED USE OF THE “SERVICES”. YOUR CONTINUED ACCESS AND USE OF THIS WEBSITE AND/OR APP AND THE SERVICES INDICATE YOUR ACCEPTANCE AND WILLINGNESS TO BECOME BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL THE TERMS, YOU MAY NOT ACCESS THE WEBSITE OR THE SERVICES. OUR ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THESE TERMS; IF THESE TERMS ARE CONSIDERED AN OFFER BY US, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
Plane is a project management software offering cloud-based and self-hosted solutions. It includes our platform, products, applications, application programming interface (“API”), tools, and any ancillary or supplementary Plane products and additional services from plane.so (including Upgrades), offered online and via a mobile application.
Note:
The information provided through the Services is not intended for distribution to or use by any individual or entity in any jurisdiction or country where such distribution or use would violate local laws or regulations, or where it would require us to register in that jurisdiction or country.
Therefore, individuals who choose to access the Services from other locations do so at their own risk and are solely responsible for ensuring compliance with local laws, if applicable.
Our platform is designed to support the Health Insurance Portability and Accountability Act (“HIPAA”) compliance when it is properly configured and used in line with our Business Associate Agreement (“BAA”). Clients who need to comply with HIPAA must sign our BAA and adhere to our HIPAA compliance guidelines. While we provide the necessary technical safeguards and features for HIPAA compliance, it is the Clients' responsibility to use the platform in a compliant way and to maintain their own HIPAA compliance policies and procedures.
We may change, add, or remove features in our Services and/or Websites without notice. However, if there's a significant change to the core functionality, we will notify you through an announcement on our Website, via the Services, or by email.
By purchasing the Services, you acknowledge that your purchase is not dependent on our delivery of any future functionality, features, or services.
By accessing and using our Websites and/or Services, you confirm that you are at least eighteen (18) years old. Our Websites and Services are intended exclusively for individuals who are eighteen (18) years or older. We reserve the right to request age verification at any time to ensure compliance with this requirement.
If you have an eligible enterprise tier subscription, you are entitled to priority support and guaranteed uptime from Plane, as outlined in the periodically updated Service Level Agreement (“SLA”).
We may include software for use in connection with our Services. If such software is accompanied by an end-user license agreement ("EULA"), the terms of the EULA will govern your use of the software. Where the use of such software is not guided by an EULA, then we grant to you a non-exclusive, revocable, personal, and non-transferable license to use such software solely in connection with our Services and per these Terms. Any software and any related documentation is provided "AS IS" without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. You accept any and all risks arising out of the use or performance of any software. You may not reproduce or redistribute any software except in accordance with the EULA or these Terms.
Certain Services may have additional terms that apply specifically to them, including any features or functionalities. These terms will be detailed in the relevant Services when you enable them or can be found in the Specific Services Terms. By accessing, enabling, using, or purchasing any Services subject to these Specific Services Terms, you agree that these terms are binding and govern your use of those Services.
You can purchase or receive additional Services, as outlined in the Additional Services Terms (“Additional Services”), which may be updated periodically.
We own or hold the license and title of all intellectual property rights related to our Services. This includes all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics included in our Services (collectively referred to as the "Content"). It also encompasses the trademarks, service marks, and logos contained within these Services (referred to as the "Marks"). Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States of America and around the world. The Content and Marks are provided in or through the Services "AS IS" for your personal, non-commercial use or internal business purpose only.
This is subject to your compliance with these Terms, including the "PROHIBITED ACTIVITIES" section below. We grant you a non-exclusive, non-transferable, revocable license to:
Except as stated in this section or elsewhere in these Terms, no part of the Services, Content, or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose without our express prior written permission. The Company and its associates reserve the right to initiate and pursue any and all necessary legal and/ or other action against any such user for infringement of the Company’s intellectual property.
If you wish to use the Services, Content, or Marks in any way not described in this section or elsewhere in these Terms, please send your request to: hello@plane.so. If we grant you permission to post, reproduce, or publicly display any part of our Services or Content, you must acknowledge us as the owners or licensors of the Services, Content, or Marks, and ensure that any copyright or proprietary notice is visible when posting, reproducing, or displaying our Content. We reserve all rights not expressly granted to you in and to the Services, Content, and Marks. Any breach of these intellectual property rights will constitute a material breach of our Terms and your right to use our Services will terminate immediately.
Except as expressly permitted in these Terms, you may not and shall not allow a User or any third party to access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavours except those that are specifically endorsed or approved by us. As a user of the Services, you agree not to:
Please review this section and the Use Restrictions and Prohibited Activities section above carefully before using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.
By directly sending us any questions, comments, suggestions, ideas, feedback, or other information about our Services (collectively referred to as "Submissions"), you agree to transfer all intellectual property rights associated with these Submissions to us. This means that we will own the Submission and can use and share it freely for any lawful purpose, whether commercial or otherwise, without giving you credit or compensation.
The Services may invite you to engage in activities such as chatting, contributing to blogs, participating in message boards, online forums, and other features. During these activities, you may create, submit, post, display, transmit, publish, distribute, or broadcast content and materials to us or through the Services. This includes, but is not limited to, text, writings, videos, audio, photographs, music, graphics, comments, reviews, ratings, suggestions, personal information, or other materials, collectively referred to as "Contributions." Any submission that is publicly posted will also be considered a Contribution. Please note that Contributions may be visible to other users of the Services and potentially on third-party websites.
By posting any Contributions, you grant us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully paid, worldwide right and license to:
Our use and distribution may occur in any media format and through any media channels. This license includes our use of your name, company name, and franchise name, as applicable, along with any trademarks, service marks, trade names, logos, and personal and commercial images you provide.
By submitting content or posting Contributions through any part of the Services, or by linking your account to any of your third-party accounts, you:
Responsibility
You are fully responsible for your Submissions and Contributions. You agree to compensate us for any losses we may incur due to your violation of:
(a) this section,
(b) any third party's intellectual property rights, or
(c) any applicable laws.
Note: We may remove or edit your Content
While we are not required to monitor any Contributions, we reserve the right to remove or edit any Contributions at any time and without notice if, in our reasonable opinion, we believe they are harmful or violate these Terms. If we do remove or edit your Contributions, we may also suspend or disable your account and report the matter to the authorities.
a. Use License
If you access the Services via the App, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the App on wireless electronic devices owned or controlled by you, and to access and use the App on such devices strictly following the terms and conditions of this mobile application license contained in these Terms.
You shall not:
The following terms apply when you use the App obtained from either the Apple Store or Google Play (each an "App Distributor") to access the Services:
To register for the Services for the first time, you must create an account (“Account”). By creating an Account and registering to use the Services, you become a Client of plane.so (“Client”), either individually or on behalf of your employer or another entity for which you created the Account.
When you create an Account or are added to an Account and set up your user profile (“User Profile”), you agree to the following:
We will assume that any communications we receive through your User Profile are made by you. You will be solely responsible for any losses, damages, liabilities, or expenses incurred by us or a third party due to the unauthorized use of your Account, whether that use is by you, another user, or a third party acting on your behalf.
You understand and agree that we may require you to provide information to verify your identity and ensure the security of your Account and/or User Profile. If you or an admin lose access to an Account or request information about it, we reserve the right to ask you or the admin for any necessary verification or information. This may include obtaining a release form, as we determine in our sole discretion, before restoring access to the Account or providing any information related to it.
Account Admins
The Account admin(s) are considered the authorized representatives of the Client, and any decision or action taken by any admin is regarded as a decision or action of the Client.
Responsibility for Users
The Client is solely responsible for understanding the settings, privileges, and controls associated with the Services. This includes managing who is allowed to become a user and defining their settings and privileges. These privileges may include but are not limited to, the ability for a user to invite or add other users (whether paid or unpaid), the authority to incur charges on the account, and the ability to access, modify, or share boards.
The Client is also accountable for the actions of all users, including any order forms they might submit and how they utilize Client data, even if those users are not part of the Client’s organization or domain. Furthermore, the Client acknowledges that any actions taken by a user of their account will be considered as authorized by the Client. Therefore, the Client will not have any claims regarding these actions.
Your subscription will continue and automatically renew unless cancelled. You consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge until you cancel the applicable order. The length of your billing cycle will depend on the type of subscription plan you choose when you subscribed to the Services.
We offer a 14 (fourteen) day free trial (available only on our cloud-based solution) to new users who register with the Services. The Account will not be charged and the subscription will be suspended until upgraded to a paid version at the end of the free trial.
For your on-cloud subscription, there is no license required as this is attached to your workspace login or URL. For our self-hosted subscription, a license key is given enabling you to log into a workspace.
You can cancel your subscription at any time by logging into your Account. Your cancellation will take effect at the end of the current paid term. If you have any questions or are unsatisfied with our Services, please email us at sales@plane.so.
We may, from time to time, make changes to the subscription fee and will communicate any price changes to you following applicable law.
If you wish to cancel your subscription for any reason and you have not exceeded 15 (fifteen) days on your monthly plan or 6 (six) months on your annual plan, we will refund 50% (fifty percent) of your subscription fee.
If we make changes to any of our plans, you are entitled to a refund if you request it within 6 (six) months from the date of the change. Please note that requests made more than 6 (six) months after the change will not be eligible for a refund.
Please note that we are not responsible for refunding any fees charged to the Client by third parties, such as wire transfer fees or service charges.
To the extent permitted by law, if we find that a notice of cancellation has been given in bad faith or in an illegitimate attempt to avoid payment for Services received and enjoyed, we reserve our right to reject the Client’s refund request.
Subject to the foregoing, upon termination by Client, all outstanding payment obligations shall immediately become due for the used Services and Client will promptly remit to Plane, any fees due to us under these Terms.
Some services may be non-refundable. In such an event, we will identify such Services as non-refundable, and Client shall not be entitled, and we shall not be under any obligation, to terminate the Services and give a Refund.
If, at any time, we record a decline, chargeback or other rejection of a charge of any due and payable fees (“Chargeback”), this will be considered as a breach of Client’s payment obligations hereunder, and Client’s use of the Services may be suspended, disabled or terminated at our discretion. The Client may not have any further access to the Services in the event of such suspension, disablement or termination, unless we otherwise enable the Client to resume its access to the Services, at its sole discretion, subject to the Client’s payment of any applicable fees in full, including any fees and expenses incurred by us and/or any third party services for each Chargeback received (including handling and processing charges incurred by the payment processor), without derogating from any other remedy that may apply to us under these Terms or applicable law.
Shall encompass all data, file attachments, text, images, reports, personal information, or any other content that is uploaded, submitted, transmitted, or otherwise made available by you or any user to or through the Services. Such data shall be processed by us following the terms agreed upon on behalf of the Client (“Client Data”). For clarity, Anonymous Information is not considered Client Data. The Client retains all rights to Client Data as submitted to the Services.
Under these Terms, Client grants us a worldwide, royalty-free, limited license to access, use, process, copy, distribute, perform, export, and display the Client Data. This license also permits modifications and derivative works solely to the extent necessary for reformatting Client Data for display within the Services.
The license mentioned above is granted solely for the following purposes:
(i) to maintain and provide you with the Services;
(ii) to prevent or address technical issues, fraud or security concerns, and to resolve support requests;
(iii) to investigate any Client Data that we reasonably believe, or have received a complaint about, as violating these Terms;
(iv) to comply with any valid legal subpoena, request, or other lawful processes; and
(v) as explicitly permitted in writing by you.
You represent and warrant the following:
You have obtained all necessary rights, licenses, consents, permissions, and authority to grant the rights outlined herein for any Client Data you submit, post, or display through the Services.
The Client Data complies with our acceptable use policy.
The Client Data you submit, your use of that Client Data, and our use of it, as outlined in these Terms, will not:
Except for our security and data protection obligations in Section 6, we are not responsible for Client Data. You are solely responsible for it and its use, disclosure, storage, or transmission. Additionally, the Company will not monitor or moderate Client Data, and there are no claims allowed against us for this.
You must not submit any data to the Services that is protected under special legislation and requires unique handling. This includes, but is not limited to:
We implement reasonable security measures and procedures to help protect your Client Data. You can learn more about our security measures and procedures on our security page, which is updated periodically. The Company shall not be held responsible for the loss of your information that takes place despite following standard security protocol and/or reasonable security standards.
When you access or use our Services and sites, we may collect, access, use, and share certain Personal Data about you, as defined in our privacy policy. We encourage you to read our privacy policy, which is included by reference, to understand how we collect and use this data.
By utilizing the Services, the Client acknowledges and consents to the terms outlined in our Data Processing Addendum (“DPA”). The DPA establishes the framework for the processing of ‘personal data’, as defined within the document, and clarifies the respective obligations and rights concerning personal data that is processed on behalf of the Client. This agreement aims to ensure compliance with applicable data protection laws and the safeguarding of Personal Data throughout the processing activities.
Regardless of any other provisions in these Terms, we may collect, use, and share Anonymous Information (as defined below) that relates to or is generated through your use of the Services and/or Sites. This information may be disclosed to provide, operate, improve, and promote our products and Services, including the sites and Services, as well as for other business-related objectives. “Anonymous Information” refers to data that cannot be used to identify an individual, including de-identified, aggregated, and analytical information. We own all Anonymous Information that is collected or obtained by us.
As part of the Services, you can log in not only with a username and password or a unique code but also using your online accounts with third-party service providers. These providers include GitHub, Google, and single sign-on (SSO) options such as SAML and OIDC. You can do this by either: (1) providing your third-party account login information through the Services; or (2) allowing us to access your third-party account, as is permitted under the applicable terms and conditions that govern your use of each third-party account. You represent and warrant that you are entitled to disclose your third-party account login information to us and/or grant us access to your third-party account, without breach by you of any of the terms and conditions that govern your use of the applicable third-party account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the third-party account. By granting us access to any third-party accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your third-party account so that it is available on and through the Services via your account, and (2) we may submit to and receive from your third-party account additional information to the extent you are notified when you link your account with the third-party account. Depending on the third-party accounts you choose and subject to the privacy settings that you have set in such third-party accounts, personally identifiable information that you post to your third-party accounts may be available on and through your account on the Services. Please note that if a third-party account or associated service becomes unavailable or our access to such third-party account is terminated by the third-party service provider, then your content from that account may no longer be available on and through the Services. You will have the ability to disable the connection between your account on the Services and your third-party accounts at any time.
PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS.
WE DO NOT review your Content for any purpose, including but not limited to, accuracy, legality, or non-infringement, and we are not responsible for any social network content. You acknowledge and agree that we may access your email address book associated with a third-party account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Services. You can deactivate the connection between the Services and your third-party account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such a third-party account, except the username and profile picture that become associated with your Account.
We also provide integrations and importers that enable users to synchronize their data between Plane and third-party tools - for example, our GitHub integration allows users to connect their GitHub repositories, enabling them to add issues to Plane and vice versa. Additionally, importers facilitate the transfer of data to Plane from tools like Jira or Asana. In both cases, users must expressly authorize Plane before successfully interfacing with our integrations and importers.
The Services may contain links (or you may be sent via the website or App) to other third-party services, products, apps and tools in connection with the Services, including, without limitation, third-party applications and widgets offered via our integrations offering, or which you decide to connect through our API, as part of the Services (collectively, “Third Party Services”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content").
WE DO NOT investigate, monitor, or check such third-party links, services, websites or content for accuracy, appropriateness, or completeness and we are not responsible for your access to any third-party links, services, websites or content accessed through the Services or posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the third-party services or the third-party content. You acknowledge and agree that regardless of how such Third-Party Services may be offered to you, we merely act as an intermediary platform between you and such Third-Party Services, and we do not, in any way, endorse any such Third-Party Services, or shall be in any way responsible or liable concerning any such Third-Party Services. Your relationship with such third-party services and any terms governing your use of such Third Party Services, (including without limitation, the collection, processing and use of your data by such Third-Party Services, are subject to a separate contractual arrangement between you and the provider of the third-party services (“Third Party Agreement”)). We are not a party to, or responsible, in any manner, for the compliance by you or by the provider of the Third-Party Services with the Third Party Agreement.
These Terms are in full force and effect, commencing upon the Effective Date, until the end of all subscriptions to the Services underlying the Account, either paid or unpaid unless terminated otherwise per these Terms.
Either Client or the Company may terminate the respective Services and these Terms, as applicable, upon written notice, in case the other party (a) is in material breach of these Terms and to the extent, curable, fails to cure such breach, within a cure period of 30 (thirty) following written notice from by the non-breaching party; provided, however, that termination by Client shall apply only concerning those components of the Services to which the breach has occurred; or (b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 45 (forty-five) days.
The client may terminate its subscription to the Services by cancelling the Services and/or deleting the Account and any such termination shall not derogate from Client’s obligation to pay applicable fees except where such termination is made within the Refund Period (see Clause 7.3 above). Unless mutually agreed otherwise by Client and us in a written instrument, the effective date of such termination will take effect at the end of the then-current subscription term, and Client’s obligation to pay the fees throughout the end of such subscription term shall remain in full force and effect, and Client shall not be entitled to a refund for any pre-paid fees.
The Company may also suspend or terminate your use of the Application, and/or the Account, at any time, for any breach of these Terms. The Company reserves the right to terminate these Terms or discontinue the Services provided or any portion or feature thereof for any or no reason and at any time without any liability towards you or any other third-party.
Upon termination or expiration of these Terms, your subscription and all rights granted to you thereunder shall terminate. It is your sole liability to export the Client Data before such termination or expiration. Where you fail to delete the Client data from the Account, we may continue to store and host it until either you or we (at our sole discretion), delete such Client Data, and during such period, you may still be able to make limited use of the Services to export the Client Data, please note that we are not under any obligation to maintain the data post-termination, and this data may be terminated by us, at any time, with or without notice to you. You acknowledge the above-stated and affirm that it is your sole responsibility to export and/or delete the Client Data before the termination or at the expiration of these Terms. Plane shall not bear any liability either to you or to any User or third party, in connection with the above. The Company will not be liable to you for any costs, expenses, or damages as a result of the termination of these Terms.
Clause 6.4 (ii) (Responsibility for Users), Clause 7.1 (Purchases and Payment), Clause 7.2 (Subscription, Fees), Clause 8 (Client Data), Clause 9 (Privacy and Security), Clause 10 (Linking Social Media Accounts; Third-Party Links, Services and Websites), Clause 11 (Term and Termination; Suspension), Clause 12 (Confidentiality), Clause 13 (Warranty Disclaimer), Clause 14 (Limitations of Liability), Clause 16 (Indemnification), Clause 19 (Governing Law and Jurisdiction; Class Action Waiver and Arbitration) and Clause 20 (General Provisions), and such other sections of these Terms which by their nature are intended to survive, shall survive the termination or expiration of these Terms, and continue to be in force and effect under their applicable terms.
Without prejudicing our rights of termination above, we may decide to temporarily suspend the Account and/or a User Profile (including any access thereto) and/or our Services, in the following events:
Our above-stated suspension rights are in addition to all other remedies that may be available to us under these Terms and/or applicable law.
12.1. Confidential Information In connection with these Terms and the Services (including the evaluation thereof), each party (“Disclosing Party”) may disclose to the other party (“Receiving Party”), non-public business, product, technology and marketing information, including without limitation, clients lists and information, know-how, software and any other non-public information that is either identified as such or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, whether disclosed before or after the Effective Date (“Confidential Information”). For the avoidance of doubt, (i) Client Data is regarded as Client’s Confidential Information, and (ii) our Website and the Services, inclusive of their underlying technology, and their respective performance information, as well as any data, reports and materials we provided to you in connection with your evaluation or use of the Services, are regarded as our Confidential Information.
Confidential Information does not include information that is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; was known to the Receiving Party before its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; is received from a third party without breach of any obligation owed to the Disclosing Party; or was independently developed by the Receiving Party without any use or reference to the Confidential Information.
12.2. Confidentiality Undertakings by the Receiving Party The Receiving Party will: take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates, service providers and agents, on a need-to-know basis and who are bound by confidentiality obligations at least as restrictive as those contained herein; and not use or disclose any Confidential Information to any third party, except as part of its performance under these Terms and as required to be disclosed to legal or financial advisors to the Receiving Party or in connection with a due diligence process that the Receiving Party is undergoing, provided that any such disclosure shall be governed by confidentiality obligations at least as restrictive as those contained herein.
12.3. Compelled Disclosure Notwithstanding the above, Confidential Information may be disclosed under the order or requirement of a court, administrative agency or other governmental body; provided, however, that to the extent legally permissible, the Receiving Party shall make best efforts to provide prompt written notice of such court order or requirement to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.
EXCEPT AS EXPRESSLY STATED IN THESE TERMS, WE MAKE NO REPRESENTATIONS AND/OR WARRANTIES AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
THE SITES AND THE SERVICES ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND. WE AND OUR AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS (INCLUDING, THE THIRD-PARTY SERVICE PROVIDERS), HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, REPRESENTATIONS AND/OR WARRANTIES OF MERCHANTABILITY, FUNCTIONALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY.
WE AND OUR VENDORS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY REPRESENTATIONS AND/OR WARRANTIES THAT THE SERVICES AND SITES, INCLUDING THE ACCESS THERETO AND USE THEREOF, WILL BE UNINTERRUPTED, TIMELY, SECURED, ERROR-FREE, THAT DATA WILL NOT BE LOST, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES AND/OR SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL CODE. WE AND OUR VENDORS FURTHER DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY DELAYS, FAILURES, INTERCEPTION, ALTERATION, LOSS, OR OTHER DAMAGES THAT YOU AND/OR YOUR DATA MAY SUFFER, THAT ARE BEYOND OUR CONTROL.
WE DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY REPRESENTATIONS AND/OR WARRANTIES (I) THAT OUR SERVICES AND SITES (OR ANY PORTION THEREOF) IS COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY OF YOUR CONTEMPLATED ACTIVITIES, DEVICES, OPERATING SYSTEMS, BROWSERS, SOFTWARE OR TOOLS (OR THAT IT WILL REMAIN AS SUCH AT ANY TIME), OR COMPLY WITH ANY LAWS APPLICABLE TO YOU; AND/OR (II) REGARDING ANY CONTENT, INFORMATION, REPORTS OR RESULTS THAT YOU OBTAIN THROUGH THE SERVICES AND/OR THE SITES.
IN NO EVENT SHALL EITHER PARTY HERETO AND ITS AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS (INCLUDING, THE THIRD PARTY SERVICE PROVIDERS), BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH THESE TERMS FOR (I) ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES; (II) ANY LOSS OF PROFITS, COSTS, ANTICIPATED SAVINGS; (III) ANY LOSS OF, OR DAMAGE TO DATA, USE, BUSINESS, REPUTATION, REVENUE OR GOODWILL; AND/OR (IV) THE FAILURE OF SECURITY MEASURES AND PROTECTIONS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
EXCEPT FOR THE INDEMNITY OBLIGATIONS OF EITHER PARTY UNDER SECTION 16 (INDEMNIFICATION) HEREIN, YOUR PAYMENT OBLIGATIONS HEREUNDER OR BREACH OF OUR ACCEPTABLE USE POLICY BY EITHER YOU OR ANY OF THE USERS OF YOUR ACCOUNT, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY, ITS AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS (INCLUDING, ITS THIRD PARTY SERVICE PROVIDERS), UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SITES AND THE SERVICES), EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU DURING THE 12 (TWELVE) CONSECUTIVE MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
15.1. Specific Laws Except as expressly stated in these Terms, we make no representations or warranties that your use of the Services is appropriate in your jurisdiction. Other than as indicated herein, you are responsible for your compliance with any local and/or specific applicable laws, as applicable to your use of the Services.
15.2. Reasonable Allocation of Risks You hereby acknowledge and confirm that the limitations of liability and warranty disclaimers contained in these Terms are agreed upon by you and us and we both find such limitations and allocation of risks to be commercially reasonable and suitable for our engagement hereunder, and both you and us have relied on these limitations and risk allocation in determining whether to enter these Terms.
16.1. By Client Client hereby agrees to indemnify, defend and hold harmless Plane and its affiliates, officers, directors, employees and agents from and against any and all claims, damages, obligations, liabilities, losses, reasonable expenses or costs (collectively, “Losses”) incurred as a result of any claim arising from (i) Client and/or any of its Users’, violation of these Terms or applicable law; (ii) Client Data, including that the use of Client Data by us and/or any of our subcontractors, infringes or violates, any third party’s rights, including, without limitation, intellectual property, privacy and/or publicity rights, and/or (iii) fraud, willful neglect and loss of data done and/or caused by Client against all damages, losses, and expenses of any kind, including reasonable legal fees and costs, related to such claim brought against the Company by any third party.
16.2. By Plane We hereby agree to defend Client, its affiliates, officers, directors, and employees, in and against any third-party claim or demand against Client, alleging that Client’s authorized use of the Services infringes or constitutes misappropriation of any third party’s copyright, trademark or registered US patent (“IP Claim”), and we will indemnify Client and hold Client harmless against any damages and costs finally awarded on such IP Claim by a court of competent jurisdiction or agreed to via settlement we agreed upon, including reasonable attorney’s fees. Our indemnity obligations under this section shall not apply if: (i) the Services (or any portion thereof) was modified by Client or any of its Users or any third party, but solely to the extent the IP Claim would have been avoided by not doing such modification; (ii) if the Services is used in combination with any other service, device, software or products, including, without limitation, Third Party Services, but solely to the extent that such IP Claim would have been avoided without such combination; and/or (iii) any IP Claim arising or related to, the Client Data or to any events giving rise to Client’s indemnity obligations under Section 16.1 above. Without derogating from the foregoing defence and indemnification obligation, if we believe that the Services, or any part thereof, may so infringe, then we may in our sole discretion: (a) obtain (at no additional cost to you) the right to continue to use the Services; (b) replace or modify the allegedly infringing part of the Services so that it becomes non-infringing while giving substantially equivalent performance; or (c) if we determine that the foregoing remedies are not reasonably available, then we may require that use of the (allegedly) infringing Services (or part thereof) shall cease and in such an event, Client shall receive a prorated refund of any fees paid for the unused portion of the Subscription Term. THIS SECTION STATES PLANE’S SOLE AND ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY, FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION BY PLANE AND/OR ITS SERVICES AND UNDERLYING TECHNOLOGY.
16.3. Indemnity Conditions: The defense and indemnification obligations of the indemnifying party under this section are subject to: (i) the indemnified party promptly providing a written notice of the claim for which an indemnification is being sought, provided that such indemnitee’s failure to do so will not relieve the indemnifying party of its obligations under this section, except to the extent the indemnifying party’s defense is materially prejudiced thereby; (ii) the indemnifying party being given immediate and exclusive control over the defense and/or settlement of the claim, provided, however that the indemnifying party shall not enter into any compromise or settlement of any such claim that requires any monetary obligation or admission of liability or any unreasonable responsibility or liability by an indemnitee without the prior written consent of the affected indemnitee, which shall not be unreasonably withheld or delayed; and (iii) the indemnified party providing reasonable cooperation and assistance, at the indemnifying party’s expense, in the defense and/or settlement of such claim and not taking any action that prejudices the indemnifying party’s defense of, or response to, such claim.
The Services may be subject to U.S. or foreign export controls, laws and regulations (“Export Controls”), and you acknowledge and confirm that:
If you are a U.S. Government agency, department, or other governmental entity (federal, state, or local):
To the extent allowed by law, both parties agree to:
Neither party will be liable for any failure or delay in performing its obligations due to events beyond its reasonable control. These events may include:
A party relying on this clause must:
If the force majeure event continues for more than 30 business days, either party may terminate the Terms with written notice.
We will use your contact details on record to send you notices. Notices may be provided via:
Electronic notifications satisfy legal notice requirements and will be considered in writing.
A notice to you is deemed given at the earlier of:
Notices to us must be sent to:
Attention: Legal Department Plane Software Inc. Email: legal@plane.so
Note: Assignments to our competitors are not allowed.
You must notify us of such assignment, and the assignee must assume your obligations in writing.
We may assign or transfer our rights and obligations (including service ownership) without your consent or notice.
Any unauthorized assignment is null and void.
If any provision is held contrary to law, a court may modify it to fulfill its original objective as much as possible. The rest of the Terms will remain in full effect.
You agree that:
Questions or comments about the Website can be directed to:
📧 legal@plane.so
To report violations of these Terms, email:
📧 legal@plane.so