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These Terms of Service ("Terms") are entered into by and between Plane Software, Inc., a Delaware corporation ("Plane," "we," "our," or "us"), and the entity or individual accessing or using the Service ("Customer," "you," or "your"). If you are accessing or using the Service on behalf of a company or other legal entity, you represent that you are authorized to bind that entity to these Terms, and "you" and "Customer" refer to that entity.
These Terms govern your access to and use of Plane's cloud-hosted, self-hosted, and air-gapped work management platform, including our websites, APIs, mobile applications, and related services (collectively, the "Service"). By accessing or using the Service, clicking "I Agree," or executing an Order Form that references these Terms, you agree to be bound by these Terms. If you do not agree, do not use the Service.
The "Effective Date" is the earlier of: (a) your initial access to the Service, or (b) the effective date of the first Order Form referencing these Terms.
These Terms contain a mandatory arbitration provision (Section 15.3) and a class action waiver (Section 15.2). Please read them carefully.
"Acceptable Use Policy" or "AUP" means Plane's Acceptable Use Policy, available at plane.so/legals/acceptable-use-policy, as updated from time to time.
"Affiliate" means any entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the voting securities of such entity.
"Authorized User" means an individual who is permitted by Customer to access and use the Service under Customer's account, including Customer's employees, contractors, and agents.
"Beta Service" means any service, feature, or functionality designated as alpha, beta, preview, early access, pilot, or by any similar description.
"Confidential Information" means all non-public business, product, technology, and marketing information disclosed by either party to the other, whether orally or in writing, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.
"Customer Data" means any data, content, files, attachments, text, images, or other materials uploaded, submitted, or transmitted by or on behalf of Customer or any Authorized User to or through the Service. Customer Data does not include Usage Data.
"Documentation" means the technical documentation for the Service made available at docs.plane.so, developers.plane.so or otherwise provided by Plane.
"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, moral rights, and all other intellectual property rights, as they exist now or may come into existence, including all applications, renewals, and extensions thereof.
"Laws" means all applicable local, state, federal, and international laws, rules, and regulations, including those related to data privacy, data transfer, export controls, artificial intelligence, and electronic communications.
"Order Form" means a written or electronic ordering document referencing these Terms that specifies the Service purchased, subscription term, fees, and other commercial details. Upon execution by both parties (or, for online orders, upon confirmation), each Order Form is subject to these Terms.
"Service" means Plane's proprietary work management platform, including the cloud-hosted service, self-hosted software, mobile applications, APIs, integrations, and related tools and documentation.
"Subscription Term" means the period during which Customer has paid access to the Service, as specified in the applicable Order Form.
"Usage Data" means technical, diagnostic, and usage information about Customer's and Authorized Users' use of the Service, including feature usage patterns, performance metrics, and system logs. Usage Data does not include Customer Data.
Plane provides a work management platform (Project Management, Knowledge Management and AI) available in cloud-hosted, self-hosted, and air-gapped deployment configurations. The Service includes the platform, products, APIs, integrations, mobile applications, and any supplementary tools and features offered through plane.so.
(a) Cloud Service. Subject to these Terms and payment of applicable fees, Plane grants Customer a non-exclusive, non-transferable right during the Subscription Term to access and use the cloud-hosted Service in accordance with the Documentation and any scope-of-use restrictions in the applicable Order Form. The cloud Service is a hosted subscription — no software is delivered to or installed by Customer, and no software license is granted.
(b) Self-Hosted and Air-Gapped. For self-hosted and air-gapped deployments, Plane grants Customer a software license as described in Section 3.2. That license is subject to these Terms, payment of applicable fees, and any additional restrictions in the applicable Order Form.
(c) Authorized Users. Access to the Service in any deployment configuration is limited to Authorized Users. Customer is responsible for ensuring that all Authorized Users comply with these Terms and for all activity under Customer's account.
Customer must provide accurate and complete registration information and keep it current. Customer is responsible for maintaining the confidentiality of account credentials, including passwords and API keys. Customer must promptly notify Plane of any unauthorized access to or use of Customer's account. Plane will not be liable for losses arising from unauthorized use of Customer's account.
Customer may permit its Affiliates' employees and contractors to serve as Authorized Users, provided Customer remains responsible for their compliance with these Terms and their use is solely for Customer's benefit.
Customer will not, and will not permit any third party to:
(a) sublicense, sell, rent, lease, or distribute the Service or make it available to third parties, except as expressly permitted;
(b) use the Service to build a competing product or for competitive analysis;
(c) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service, except to the extent expressly permitted by applicable law;
(d) copy, modify, or create derivative works of the Service or Documentation;
(e) remove, alter, or obscure any proprietary notices on the Service;
(f) interfere with, compromise, or place an unreasonable load on the Service or its infrastructure;
(g) access the Service through automated means (bots, scrapers, spiders) except through Plane's published APIs used in compliance with the Documentation;
(h) use the Service in violation of any Laws or the AUP; or
(i) transmit viruses, malware, or other harmful code through the Service.
We may update, modify, or discontinue features of the Service from time to time. A record of changes to the Service is maintained at plane.so/changelog. If we make a change that materially reduces the core functionality of the Service during a paid Subscription Term, we will notify you through the Service, email, or our website. Your purchase of the Service is not contingent on the delivery of any future functionality or features.
Plane may offer Beta Services at its discretion. Beta Services are provided "as is" without warranty of any kind and are not subject to the SLA, support obligations, or indemnification provisions of these Terms. Plane may modify, suspend, or discontinue any Beta Service at any time without notice or liability. Customer uses Beta Services at their own risk.
For Plane's cloud-hosted Service:
(a) Plane hosts and manages the infrastructure, and Customer accesses the Service via the web or mobile applications.
(b) The Service is subject to the Service Level Agreement available at plane.so/legals/service-level-agreement.
(c) Plane is responsible for maintaining the security of the hosting environment in accordance with its security practices described at plane.so/security.
For Plane's self-hosted deployment:
(a) Subject to payment of applicable fees, Plane grants Customer a limited, non-exclusive, non-transferable license to install and operate the Service on Customer's own infrastructure during the Subscription Term.
(b) Plane will provide Customer with a license key to activate the self-hosted Service. License keys can be obtained and managed through the process described in the Documentation. The license key is tied to the Customer's subscription and may not be shared or transferred.
(c) Customer is solely responsible for: provisioning and maintaining the infrastructure; performing backups; applying updates and patches provided by Plane; and maintaining the security and integrity of the self-hosted environment, including any Customer Data stored therein.
(d) Plane's support obligations for self-hosted deployments are limited to the software itself and do not extend to Customer's infrastructure, networking, or third-party components.
For air-gapped deployments, the terms in Section 3.2 apply, with the following additional provisions:
(a) Customer acknowledges that air-gapped deployments will not receive real-time updates, automated telemetry, or features that require internet connectivity.
(b) License validation for air-gapped environments will be handled through an offline process as described in the Documentation.
(c) Support for air-gapped deployments may require alternative communication channels as agreed upon between the parties.
As between the parties, Customer retains all rights, title, and interest in and to Customer Data. Subject to these Terms, Customer grants Plane a non-exclusive, worldwide, royalty-free license to access, use, process, copy, and display Customer Data solely as necessary to:
(a) provide, maintain, and improve the Service;
(b) prevent or address technical issues, security incidents, or fraud;
(c) respond to Customer's support requests;
(d) comply with applicable legal obligations; and
(e) as otherwise authorized by Customer in writing.
Customer represents and warrants that:
(a) it has obtained all necessary rights, consents, and permissions to submit Customer Data to the Service;
(b) Customer Data does not violate any third-party rights or applicable Laws; and
(c) Customer's use of the Service complies with all applicable Laws, including data protection and privacy regulations.
Customer must not submit to the Service any data that requires unique handling under special legislation, including:
(a) categories of data identified in Article 9(1) of EU Regulation 2016/679 or equivalent legislation;
(b) protected health information regulated by HIPAA, unless Customer has executed a Business Associate Agreement ("BAA") with Plane;
(c) payment card data subject to PCI DSS; or
(d) other sensitive personal information as defined under applicable privacy laws;
except to the extent Plane has expressly agreed to handle such data in a separately executed written agreement (such as a BAA), and where required by applicable law, such data is processed on the basis of appropriate consent or other lawful grounds.
Plane's platform is designed to support HIPAA compliance when properly configured and used in accordance with a signed BAA. Customers who need to process protected health information must execute Plane's BAA and follow Plane's HIPAA compliance guidelines. Plane provides the necessary technical safeguards, but Customer is responsible for using the platform in a compliant manner and maintaining its own HIPAA compliance program.
Plane's processing of personal data contained within Customer Data is governed by the Data Processing Addendum available at plane.so/legals/dpa, which is incorporated into these Terms by reference. To the extent applicable, Customer acts as the controller and Plane acts as the processor, and any cross-border transfers of personal data will be conducted in accordance with applicable data protection laws and appropriate transfer mechanisms, including standard contractual clauses where required. In the event of any conflict between these Terms and the DPA with respect to personal data processing, the DPA will prevail.
Plane may offer AI-powered features (Plane AI) as part of the Service ("AI Features"). AI Features are designed to assist with tasks such as agentic capabilities, content generation, summarization, and workflow automation within the Service.
Plane does not use Customer Data to train general-purpose machine learning models. Customer Data processed by AI Features is used solely to generate outputs for the requesting Customer and is not shared with or used to benefit other customers. Plane may use AI Features provided by third-party providers; the current list of sub-processors is available at plane.so/legals/sub-processors.
Customer is responsible for reviewing and evaluating all output generated by AI Features before relying on it. AI-generated outputs may be inaccurate, incomplete, or unsuitable for Customer's purposes. Plane AI is designed to assist human decision-making. Customer is solely responsible for any decisions, actions, or automated workflows implemented based on AI outputs. Plane does not warrant the accuracy, completeness, or fitness for purpose of any AI-generated output.
Plane and its licensors retain all right, title, and interest in and to the Service, Documentation, and all related technology, including all Intellectual Property Rights therein. Except for the limited license granted in Section 2.2, no rights in the Service or Plane's intellectual property are granted to Customer.
If Customer provides suggestions, recommendations, or other feedback relating to the Service ("Feedback"), Feedback is non-confidential and Customer grants Plane a perpetual, non-exclusive, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Service without obligation or attribution to Customer.
Plane may collect, use, and analyze Usage Data to provide, maintain, improve, and develop the Service and for other legitimate business purposes. Plane may share Usage Data with third parties only in deidentified or aggregated form that cannot be used to identify Customer or any individual. Plane retains all rights in Usage Data.
All fees are set forth in the applicable Order Form or at plane.so/pricing and are stated in U.S. dollars unless otherwise specified. Fees are based on the number of seats or other usage metrics specified at the time of purchase. Unless otherwise stated in an Order Form, all fees are non-refundable except as expressly provided in Section 7.8.
If Customer increases the number of seats during a billing period, the additional seats will be prorated for the remainder of the period and billed immediately. If Customer reduces seats, the decrease will be reflected as a prorated credit applied to the next billing cycle.
Payments are processed through Stripe or another third-party payment processor designated by Plane. For customers paying by invoice, payment is due within thirty (30) days of the invoice date unless otherwise specified in the Order Form. Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.
Fees do not include any applicable taxes, levies, duties, or similar governmental assessments ("Taxes"). Customer is responsible for all Taxes associated with its purchases, excluding taxes based solely on Plane's net income. If Plane is required to collect Taxes, they will be invoiced to Customer and Customer will pay such amounts.
Subscriptions renew automatically for successive periods equal to the initial Subscription Term unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term. Plane may adjust pricing upon renewal with at least sixty (60) days' prior written notice.
Plane may offer free plans or trial periods at its discretion. Free plans and trials may have limited features and are provided without warranty, SLA, or support commitments. Plane may modify or discontinue free plans or trials at any time.
(a) Monthly subscriptions. Customer may cancel a monthly subscription at any time through the account settings in the Service. Cancellation takes effect at the end of the then-current billing period. Customer will retain access to the paid Service through the remainder of that period.
(b) Annual subscriptions. Customer may cancel an annual subscription at any time through the account settings or by contacting sales@plane.so. Cancellation takes effect at the end of the then-current annual Subscription Term. Customer remains responsible for all fees through the end of the term and will retain access to the paid Service until that date.
(c) Relationship to termination. Cancellation under this Section 7.7 is Customer's election not to continue a paid subscription. The legal consequences of cancellation — including Customer Data retrieval, license termination, and Confidential Information obligations — are governed by Section 9.5 (Effect of Termination).
(a) Termination for cause by Customer. If Customer terminates these Terms due to Plane's uncured material breach under Section 9.2, Plane will refund Customer a pro-rated amount of any prepaid fees covering the unused portion of the Subscription Term, calculated from the effective date of termination.
(b) Material changes to the Service. If Plane makes changes to the Service that materially reduce its core functionality and is unable to provide substantially equivalent functionality, Customer may terminate the affected Subscription Term within thirty (30) days of such change and receive a pro-rated refund of prepaid fees for the unused portion of the term.
(c) Annual plan early cancellation. For annual subscriptions cancelled within the first thirty (30) days of the initial Subscription Term, Customer may request a refund by contacting sales@plane.so. Plane will refund the subscription fee less a pro-rated amount for the days of active use. This early cancellation refund is available only for the initial Subscription Term and does not apply to renewals.
(d) No other refunds. Except as expressly provided in this Section 7.8, all fees are non-refundable. Without limiting the foregoing, no refund is available for:
(i) partial months or billing periods of use;
(ii) seat reductions (which are handled as credits under Section 7.2);
(iii) downgrade from a higher to a lower tier;
(iv) free trials or free plans; or
(v) services identified by Plane as non-refundable at the time of purchase.
(e) Chargebacks. If Plane receives a chargeback or payment reversal for any fees properly due under these Terms, this will be considered a breach of Customer's payment obligations. Plane may suspend or terminate access to the Service until the full amount, including any chargeback fees or processing costs incurred by Plane, has been paid. This is in addition to any other remedies available to Plane under these Terms or applicable law.
(f) Refund method. All refunds will be issued to the original payment method. Plane is not responsible for refunding any third-party fees, including wire transfer fees, currency conversion charges, or payment processor service charges.
If Customer's account is more than fifteen (15) days overdue, Plane may suspend access to the Service after providing written notice. Suspension does not relieve Customer of its payment obligations.
The receiving party will: (a) protect the disclosing party's Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) not use Confidential Information for any purpose other than performing its obligations or exercising its rights under these Terms; and (c) limit access to Confidential Information to employees, affiliates, contractors, and advisors who need to know and are bound by confidentiality obligations at least as protective as those in these Terms.
Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms; (b) was known to the receiving party prior to disclosure; (c) is received from a third party without breach of any confidentiality obligation; or (d) is independently developed without reference to the disclosing party's Confidential Information.
The receiving party may disclose Confidential Information to the extent required by law, subpoena, or court order, provided it gives the disclosing party prompt written notice (to the extent legally permitted) and reasonable cooperation to seek a protective order.
Customer Data is Customer's Confidential Information. The Service, its underlying technology, performance data, and the terms of any Order Form are Plane's Confidential Information.
These Terms are effective from the Effective Date until all Subscription Terms have expired or been terminated.
Either party may terminate these Terms (including all related Order Forms) upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within thirty (30) days after written notice; or (b) ceases operations, becomes subject to insolvency proceedings, or makes an assignment for the benefit of creditors. If Customer terminates for cause under this Section, the refund provisions of Section 7.8(a) apply.
Customer may cancel its paid subscription in accordance with the procedures described in Section 7.7. Cancellation is an election not to renew and does not constitute termination for cause. Customer's billing obligations following cancellation are governed by Section 7.
Plane may suspend or terminate Customer's access to the Service immediately upon written notice if: (a) Customer materially breaches these Terms or the AUP in a manner that is not reasonably curable; (b) continued provision of the Service to Customer would violate applicable Laws; or (c) Customer's account is suspended under Section 7.9 and remains unresolved for more than sixty (60) days.
Upon any termination, expiration, or cancellation of a Subscription Term, regardless of cause:
(a) License. Customer's license to access and use the Service under the affected Subscription Term terminates immediately upon the effective date. For cancellations under Section 7.7, the effective date is the end of the then-current billing period or Subscription Term, as applicable.
(b) Customer Data — cloud-hosted. For cloud-hosted customers, Plane will make Customer Data available for export for thirty (30) days following the effective date of termination, expiration, or cancellation. After this period, Plane may delete all Customer Data from its systems, except to the extent retention is required by applicable law, and has no obligation to maintain or retrieve it. It is Customer's sole responsibility to export Customer Data within this window.
(c) Customer Data — self-hosted and air-gapped. For self-hosted and air-gapped customers, Customer must cease using the Service, deactivate the license key, and uninstall all copies of the software. Customer retains its own copies of Customer Data stored on its own infrastructure.
(d) Confidential Information. Each party will promptly return or destroy the other party's Confidential Information upon written request, except to the extent retention is required by applicable law or necessary to exercise surviving rights under these Terms.
(e) Outstanding fees. Any fees accrued but unpaid as of the effective date of termination or expiration become immediately due and payable. Termination does not relieve Customer of any payment obligations incurred prior to the effective date. Refund rights, if any, are governed solely by Section 7.8.
(f) No further liability. Except for accrued obligations and the surviving provisions identified in Section 9.6, neither party will have further liability to the other under these Terms following the effective date of termination or expiration.
The following Sections survive termination or expiration of these Terms: 1 (Definitions), 4.1 (Ownership of Customer Data), 6 (Intellectual Property), 7 (to the extent of accrued payment obligations and refund rights), 8 (Confidentiality), 9.5 (Effect of Termination), 9.6 (Survival), 10 (Warranty Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), 15 (Governing Law and Dispute Resolution), and 16 (General Provisions).
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PLANE AND ITS AFFILIATES, SUPPLIERS, AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PLANE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
PLANE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CONTENT, INFORMATION, OR RESULTS OBTAINED THROUGH THE SERVICE, INCLUDING ANY AI-GENERATED OUTPUT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THE ABOVE DISCLAIMERS APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION IS CUMULATIVE AND NOT PER INCIDENT.
"Excluded Claims" means: (a) Customer's breach of Section 2.5 (Restrictions) or the AUP; (b) either party's indemnification obligations under Section 12; (c) Customer's payment obligations; or (d) either party's breach of Section 8 (Confidentiality), excluding claims related to Customer Data processed through the Service, which will be subject to the limitation of liability set forth in Section 11.2
The limitations in this Section 11 apply regardless of the form of action and even if a limited remedy fails of its essential purpose. They will not apply to the extent prohibited by applicable law.
Plane will defend Customer against any third-party claim alleging that Customer's authorized use of the Service infringes that third party's patent, copyright, or trademark, and will indemnify Customer against damages and costs finally awarded by a court of competent jurisdiction or agreed in settlement. This obligation does not apply if the alleged infringement arises from:
(a) Customer's modification of the Service;
(b) use of the Service in combination with products or services not provided by Plane;
(c) Customer Data; or
(d) Customer's use of the Service in violation of these Terms.
If the Service becomes, or in Plane's opinion is likely to become, the subject of an infringement claim, Plane may, at its option:
(i) procure the right for Customer to continue using the Service;
(ii) replace or modify the Service to make it non-infringing while providing substantially equivalent functionality; or
(iii) if neither (i) nor (ii) is commercially reasonable, terminate the affected Subscription Term and refund prepaid fees for the unused portion.
This Section 12.1 states Plane's sole and entire liability for intellectual property infringement.
Customer will defend, indemnify, and hold harmless Plane from and against any third-party claims, damages, and costs arising from:
(a) Customer Data, including any allegation that Customer Data infringes or violates third-party rights;
(b) Customer's or any Authorized User's violation of these Terms or applicable Laws; or
(c) Customer's or any Authorized User's use of the Service in combination with third-party products or services.
The indemnified party must:
(a) give prompt written notice of the claim;
(b) grant the indemnifying party sole control over the defense and settlement; and
(c) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party may not settle any claim in a manner that imposes liability on or requires admission by the indemnified party without the indemnified party's prior written consent.
The Service may integrate with third-party applications, platforms, and services ("Third-Party Services"). Customer's use of Third-Party Services is governed by separate agreements between Customer and the applicable third-party provider. Plane does not endorse, warrant, or assume responsibility for any Third-Party Service.
Plane offers tools to facilitate the import of data from third-party platforms. Customer is responsible for ensuring that its use of importers complies with the terms of service of the source platform and all applicable Laws.
Customer may authenticate to the Service using credentials from third-party providers (such as GitHub, Google, or SSO via SAML/OIDC). Customer's relationship with those providers is governed by their respective terms. Plane is not responsible for any acts or omissions of third-party authentication providers.
Plane implements commercially reasonable technical and organizational measures to protect Customer Data. Details of Plane's security practices are available at plane.so/security.
Plane's collection, use, and disclosure of personal data is described in the Privacy Policy at plane.so/legals/privacy-policy, which is incorporated into these Terms by reference.
Plane maintains a list of sub-processors at plane.so/legals/sub-processors. Plane will notify Customer of material changes to its sub-processor list in accordance with the DPA.
These Terms are governed by the laws of the State of Delaware, U.S.A., without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
To the fullest extent permitted by law, both parties agree to bring any claims in an individual capacity only. Neither party may participate in a class action, collective action, or representative proceeding related to these Terms unless both parties agree in writing.
Any dispute, controversy, or claim arising out of or relating to these Terms ("Dispute") that cannot be resolved through good-faith negotiation within thirty (30) days of written notice will be resolved through final and binding arbitration administered by the International Chamber of Commerce ("ICC") under its then-current rules. Arbitration will be conducted by a sole arbitrator, seated in Delaware, U.S.A., conducted in English, and governed by Delaware law. The arbitrator's decision will be final and binding and enforceable in any court of competent jurisdiction.
Nothing in this Section 15 prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm, including for the protection of intellectual property rights, or from bringing an action in a court of competent jurisdiction for claims of intellectual property infringement.
Any claim arising under these Terms must be commenced within eighteen (18) months from the date the claimant knew or reasonably should have known of the basis for the claim.
All arbitration proceedings, communications, and awards are strictly confidential. Neither party may make public announcements or disclosures regarding the dispute, arbitration, or any award without the other party's prior written consent, except as required by applicable law.
Customer represents and warrants that: (a) it is not located in, and will not use, export, or re-export the Service to, any country or person subject to comprehensive U.S. economic or trade sanctions; (b) it is not identified on any U.S. government list of prohibited or restricted parties; and (c) Customer Data is not controlled under the U.S. International Traffic in Arms Regulations. Customer is solely responsible for complying with all applicable export control and sanctions laws.
If Customer is a U.S. government entity, the Service qualifies as "Commercial Computer Software" and "Commercial Computer Software Documentation" as defined in FAR 2.101, FAR 12.212, and DFARS 227.7202. Customer's rights are limited to those granted to the public under these Terms.
Plane may identify Customer as a Plane customer and use Customer's name and logo on Plane's website and marketing materials. Customer may revoke this permission at any time by sending a written request to legal@plane.so.
Neither party may assign these Terms without the other party's prior written consent, except that either party may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or voting securities. Assignments to a direct competitor of the non-assigning party require consent. Any unauthorized assignment is null and void.
Neither party will be liable for failure or delay in performance due to causes beyond its reasonable control, including natural disasters, war, terrorism, pandemics, government actions, denial-of-service attacks, or third-party infrastructure failures. The affected party must provide prompt written notice and take reasonable steps to mitigate the impact. If the event continues for more than thirty (30) business days, either party may terminate these Terms upon written notice.
Notices under these Terms must be in writing. Plane may send notices via the Service, email, or first-class mail to the address on record. Notices to Plane must be sent to:
Plane Software, Inc.
Attention: Legal Department
Email: legal@plane.so
651 N Broad St, Suite 201, Middletown, New Castle County, Delaware 19709
Electronic notices are deemed received on the first business day after sending.
These Terms, together with any Order Forms, the DPA, the AUP, and any other documents expressly incorporated by reference, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, and communications, written or oral.
Plane may update these Terms from time to time. For existing customers, changes become effective upon renewal of the current Subscription Term unless Plane specifies an earlier effective date (such as for legal compliance or product changes). Plane will use reasonable efforts to notify Customer of material changes. If Plane specifies that changes take effect before the next renewal and Customer objects, Customer may terminate the affected Subscription Term and receive a pro-rated refund of prepaid fees for the unused portion.
If any provision of these Terms is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions will continue in full force and effect.
A delay or failure by either party to enforce any right does not constitute a waiver of that right. All waivers must be in writing and signed by an authorized representative.
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, franchise, agency, fiduciary, or employment relationship.
Plane may use subcontractors to perform its obligations under these Terms, provided Plane remains responsible for their compliance and for the overall delivery of the Service.
For questions about these Terms, contact us at:
Plane Software, Inc.
Email: legal@plane.so
Web: plane.so/contact
651 N Broad St, Suite 201, Middletown, New Castle County, Delaware 19709
To report violations of these Terms, email: legal@plane.so