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PlanWell Terms of
Use Agreement
Last Updated: November 6, 2000
WELCOME TO
PLANWELL
We
maintain this Web site (the ³Site²) as a service to our customers. By
using our Site, you are agreeing to comply with and be bound by the following
terms of use.
Please review the following terms carefully. If you do not agree to these
terms, you should not review information or obtain goods, products or services
from this Site.
ACCEPTANCE
OF AGREEMENT
PlanWellä
("PlanWell™") makes available to you on this Site information, documents,
images, software and products (collectively, the "Materials") and various
services operated by PlanWell™ (collectively, the "Services"), subject to the
terms and conditions set forth in this agreement (the "Terms of Use"). By
accessing or using this Site, which includes your access to or use of any of
the Services, you agree to the Terms of Use. PlanWell™
reserves the right to change the Terms of Use from time to time at its sole
discretion. Your use of the Site
will be subject to the most current version of the Terms of Use posted on the
Site at the time of such use. In
addition, when using particular Services or Materials on this Site, or entering
sections of the Site for Members, you shall be subject to any posted guidelines
or rules applicable to such Services or Materials that may contain terms and
conditions in addition to those in the Terms of Use. All
such guidelines or rules are hereby incorporated by reference into the Terms of
Use. If you breach any of the
Terms of Use, your authorization to use this Site automatically terminates and
you must immediately destroy any Materials downloaded or printed from the Site.
This
Agreement is void where prohibited by law, and the right to access the Site,
Materials and Services is revoked in such jurisdictions.
LIMITED
COPYRIGHT LICENSE
The Materials and Services on this Site, including, but not limited to, the
compilation of all content, are protected by copyright and/or other
intellectual property laws and any unauthorized use of the Materials or
Services at this Site may violate such laws. Except
as expressly provided herein, PlanWell™ and its suppliers do not grant any
express or implied right to you under any patents, copyrights, trademarks,
rights in trade secrets, or other intellectual property rights with respect to
the Materials and Services.
Except
as expressly permitted herein, no portion of the Materials on this Site may be
reproduced in any form or by any means without the prior written permission of
PlanWell™.
Use
of Software. The software and
accompanying documentation that are made available to download from this Site
are the copyrighted work of PlanWell™ and/or its licensors or suppliers. The
Terms of Use, any additional terms or end user license agreements that
accompanies or is included with such software, or that are set out below govern
use of the software. You will not
be able to download or install any software that is accompanied by or includes
an end-user license agreement unless you agree to the terms of such end-user
license agreement. If you do not
agree to such terms, you will not be able to use the software. You
may not decompile, reverse engineer, or otherwise attempt to discover the
source code of any of the software available on or through the Site, unless,
and only to the extent that, applicable law prohibits contractual limitations
upon your right to do so, and then only after you have notified PlanWell™ in
writing of your intended activities.
Use
of Site Information.
Except as otherwise indicated elsewhere on this Site, you may view, download, and print the documents and information
available on this Site subject to the following conditions:
The
documents and information may be used solely for personal, informational, and
internal purposes.
Except
as expressly permitted, the documents and information may not be modified or
altered in any way.
Except
as expressly permitted, the documents and information on the Site may not be
distributed.
You
may not remove any copyright, trademark or other proprietary notices contained
in the documents and information.
PlanWell™
reserves the right to revoke the authorization to view, download, and print the
documents, Materials, software, and information available on this Site at any
time, and any such use shall be discontinued immediately upon written notice
from PlanWell™.
The
rights granted to you constitute a limited license and not a transfer of title.
The
rights specified above to view, download and print the documents, Materials,
software and information available on this Site are not a right to copy the
design, layout, or look and feel of the Site apart from the uses permitted
herein. Elements of this Site are
protected by trade dress and other laws and may not be copied or imitated in
whole or in part. You agree not to
use any means to circumvent log in, password, and other protections that
PlanWell™ puts in place to restrict access to certain parts of the Site.
REGISTRATION
AND MEMBER INFORMATION
Certain portions of the Site are only available to individuals and entities
that have become registered members of the Site as described in these Terms of
Use ("Members"). The Services or
Materials available to Members may include services provided by PlanWell™ and
by third parties ("Associates"). To
become a Member of PlanWell™you
must submit a complete PlanWell™ registration form. By
submitting a registration form, you represent and warrant (a) that you are 18
years of age or over, and (b) you personally are signing up as a Member, or
(iii) that you are signing up as a Member on behalf of an entity you have
identified in the registration form and are authorized to sign for and bind
that entity; and (c) the information on the registration form is current,
complete, and accurate. Member
must update registration information to ensure that it continues to be current,
complete, and accurate. PlanWell™
reserves the right to accept or reject Member registrations for PlanWell™.
Upon
acceptance of Member's registration form, PlanWell™ shall provide to Member a
Username and password.
Upon Member's receipt of that Username and password, PlanWell™ authorizes Member to access and use PlanWell™ subject
to the Terms of Use.
USE
AND PROTECTION OF USERNAME AND PASSWORD
You are responsible for maintaining the confidentiality of your account
Username and password. You are
responsible for all uses of your account, whether or not actually or expressly
authorized by you. If there is a
breach of the confidentiality of a password or Username assigned to Member, or
any breach of security through Member's account, then Member shall notify
PlanWell™ immediately by contacting PlanWell™ at info@e-arc.com.
USE
BY MEMBERS
Member
may use the Site in accordance with this Terms of Use Agreement, including
PlanWell™'s "Acceptable Use Policy", which is available at the end of these
Terms of Use. Member shall use
PlanWell™ only for the direct benefit of Member's internal business operations,
and shall not resell project management, hosting or any other services on
behalf of any third parties. With
respect to information available on the Site, Member may (i) view that
information, and (ii) order that information for use in accordance with this
Terms of Use, so long as those copies are distributed only to Member's
employees and so long as all copyright, trademark, and other proprietary rights
notices are included on those copies. Except
as specifically permitted above, Member shall not (i) reproduce or distribute
any information available through the Site, electronically or otherwise, or
(ii) store or aggregate that information. Member
shall not share, rent, or sublicense any of its rights under this Agreement to
any other party.
This
Site can be accessed from other countries around the world and may contain
references to PlanWell™ products, services, and programs that have not been
announced in your country. These
references do not imply that PlanWell™ intends to provide such Material,
Services, or programs in your country.
CONSENT
TO AGGREGATE USE OF MEMBER INFORMATION
In
order to make various features and functions of Services and Materials
available to Members, PlanWell™ may collect information about Member and
Member's use of PlanWell™, including the information identified in PlanWell™'s
privacy policy ("Member Information").
Member acknowledges and agrees that PlanWell™'s collection and use of Member Information as set forth in the privacy
policy, and PlanWell™'s operation and provision of PlanWell™,
as contemplated under these Terms of Use, is not a breach of Member's right of privacy, publicity, or any other right
related to protection of personal data, whether in equity, law, contract, or
otherwise. Member hereby waives
any and all such claims or rights of action, whether foreseen or unforeseen, so
long as the Member Information is collected, stored, and used in accordance
with PlanWell™'s privacy policy, or in the case of Members making use of
Materials or Services provided by PlanWell™ Associates, if any, the privacy
policy of such Associate.
RELIABILITY
OF MATERIALS AND SERVICES
Materials and Services available on or through the Site are routinely updated,
and PlanWell™ uses commercially reasonable efforts to ensure that such
information is reliable. However,
Member understands and acknowledges that PlanWell™ does not control the posting
or content of all the Materials, nor will it verify the timeliness or content
of Materials. PLANWELL™
EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY THIRD-PARTY
MATERIALS OR SERVICES ON THE SITE, OR ANY THIRD-PARTY INFORMATION OR SERVICES
AVAILABLE THROUGH A LINK FROM PLANWELL™.
LINKS
TO OTHER INTERNET WEB SITES
This Site contains links to third-party Web sites that are not under the
control of PlanWell™.
PlanWell™ makes no representations whatsoever about any other Web site to which you may have access through this Site,
including the Web sites of PlanWell™ Associates. When
you access a non-PlanWell™ Web site, you do so at your own risk and PlanWell™
is not responsible for the accuracy or reliability of any information, data,
opinions, advice, or statements made on these sites; or for the quality of any
products or services available on such sites; or for any damage or loss caused
or alleged to be caused through or in connection with use of or reliance on the
content, goods, or services available on or through any such link, site, or
resource. PlanWell™ provides these
links merely as a convenience and the inclusion of such links does not imply
that PlanWell™ endorses or accepts any responsibility for the content or uses
of such Web sites.
SUBMITTED
INFORMATION
Responsibility for Submissions. You
are solely responsible for the content of any materials, comments, information,
questions, data, feedback, ideas, descriptions of processes, or other
information submitted to PlanWell™ through the Site by you or at your
direction. You may only submit to
the Site, content that is (a) owned by you, (b) submitted with the express
permission of the owner, or (c) in the public domain. You
are prohibited from posting or transmitting to or from this Site any unlawful,
threatening, libelous, defamatory, obscene, pornographic, or other materials
that would violate any law or the rights of others, including without
limitation, laws against copyright infringement. We
reserve the right to restrict or terminate your access to the site at any time
without notice in the event we believe you have violated the Terms of Use.
PlanWell™
does not want to receive confidential or proprietary information from you
through the Site.
Any non-personal unsolicited information or material sent to PlanWell™ will be deemed NOT confidential, and by sending
such information you hereby grant PlanWell™ an unrestricted, irrevocable
license to use, reproduce, display, perform, modify, transmit, and distribute
those materials or information, and you also agree that PlanWell™ is free to
use any ideas, concepts, know-how, or techniques that you send to us for any
purpose.
Personal information, such as names, address, telephone numbers, etc., will remain subject to PlanWell™'s Privacy
Policy.
MEMBER
CONTENT
Member Obligations and Warranties.
For any information, materials, or documents of any kind submitted or placed on the Site ("Member Content"), Member
shall obtain any and all licenses to, or releases of intellectual or
proprietary rights in or to the Member Content before delivery to the Site. By
submitting Member Content to PlanWell™ for posting on the Site, Member duly
represents and warrants that Member is authorized to and has all necessary
legal right to make the Member Content available in connection with these Terms
of Use. PlanWell™ expressly
reserves the right to refuse to post on the Site and to remove from the Site at
any time any Materials submitted by a Member at PlanWell™¹s sole discretion. Member
warrants that Member Content will not contain content that (i) is libelous,
obscene, excessively violent, scandalous, or defamatory, (ii) contains viruses
or other contaminating or destructive features, (iii) violates the personal,
proprietary, or intellectual property rights of any third party, or (iv)
violates the Acceptable Use Policy set forth herein.
License
for Member Content. Certain
Services offered on the Site accommodate or require Member Content. By
submitting Member Content to the Site, you will grant PlanWell™ the following
licenses:
For
Member Content including, but not limited to, Materials, files, images or other
information stored on the Site, you hereby grant PlanWell™ a worldwide,
royalty-free, non-exclusive license to reproduce and modify, for purposes of
formatting, maintenance, or Site administration only, such Member Content. This
license will remain in effect until such Member Content is removed from the
Site.
For
Member Content including, but not limited to, information on or in the
PlanWell™ forums, reports, or product suggestions, you grant PlanWell™ an
unrestricted, worldwide, irrevocable license to use, reproduce, display,
perform, modify, transmit, and distribute any Member Content, and you also
agree that PlanWell™ is free to use any ideas, concepts, know-how, or
techniques that you submit to the Site for any purpose. By
virtue of these licenses, PlanWell™ obtains the rights set out in the license
and does not obtain any additional right, title, or interest to any copyright,
patent, trademark, or other intellectual property right in or to the Member
Content. Except to the extent your
name or identity is disclosed by or through the configuration of your internet
browser or e-mail software or other systems used by you during any submissions
to or participation in user groups, user forums, chat rooms, or similar
services which we may offer from time to time, PlanWell™ will not release your
name or otherwise publicize the fact that you submitted such Member Content to
the Site unless: (a) you grant PlanWell™ permission to do so; (b) the Member
Content itself discloses your name or identity; (c) PlanWell™ first notifies
you that the Member Content you submit to a particular part of the Site will be
published or otherwise used with your name on it; (d) the Member Content you
submit has become the subject of a claim that, if true, would constitute a
breach of your warranties set for herein; or (e) PlanWell™ is required to do so
by law.
PlanWell™
may establish general practices and limits on the use of any Service,
including, but not limited to, limits on retention time, file size, and storage
space for Member Content. PlanWell™
shall have no liability or responsibility for the deletion or failure to store
any information or Materials in connection with any Service.
Use
of Member Content. By using the
Site, you acknowledge that: (i) PlanWell™ may not pre-screen Member Content
and, as such, PlanWell™ does not guarantee the accuracy, integrity, or quality
of such Member Content; (ii) you will evaluate, and bear all risks associated
with, the use of any Member Content, including any reliance on the accuracy,
completeness, or usefulness of such Member Content; (iii) you may be exposed to
content that is indecent, offensive, or otherwise objectionable; and (iv) under
no circumstances will PlanWell™ be liable in any way for any Member Content,
including, but not limited to, any errors or omissions in any Member Content,
or for any loss or damages or any kind incurred as a result of the use of any
Member Content.
Right
to Remove or Disable Access.
If PlanWell™ is made aware of Member Content that may be (i) libelous, obscene, excessively violent, scandalous,
defamatory, or that PlanWell™ determines in its sole discretion to be otherwise
unacceptable, undesirable, or objectionable, (ii) a violation of any law,
regulation, or rights of a third party, including, but not limited to, rights
under the copyright law and prohibitions on libel, slander, and invasion of
privacy, or (iii) a violation of the Acceptable Use Policy set forth herein,
PlanWell™ has the right, but not the obligation, to remove or disable access to
that Member Content.
For Member Content that Member reasonably deems to be in violation of law, PlanWell™ shall remove such Member Content
pursuant to PlanWell™'s Copyright Policy herein.
NOTIFICATION
OF COPYRIGHT INFRINGEMENT
PlanWell™ will, in appropriate circumstances and at its sole discretion,
terminate the accounts of Members involved in disputes regarding intellectual
property rights and remove or disable access of such Members to the PlanWell
site. If you believe that your
work has been used or copied in a way that constitutes copyright infringement
and such infringement is occurring on this Site, you must provide PlanWell™'s
Copyright Agent a notice (³Notice²) containing the following elements:
A
physical or electronic signature of the person authorized to act on behalf of
the copyright owner that is alleged to have been infringed.
A
description of the copyrighted work(s) that you claim have been infringed
including the date the work(s) was created, the name of the author(s), the
title of the work(s), and whether the work(s) has been registered with the
United States Copyright Office. If the work(s) has been registered with the
United States Copyright Office, also provide a copy of the Copyright
Registration.
A
description of the activity or the material on the PlanWell site claimed to
infringe the copyright including where the material is located on the PlanWell™
site.
Information
sufficient to permit PlanWell™ to contact you, such as your physical address,
telephone number, and email address.
A
statement by you that you have a good faith belief that the use of the material
identified in your Notice in the manner complained of is not authorized by the
copyright owner, its agent, or the law, and infringes upon the copyright
identified.
A
statement by you under penalty of perjury, that the information in your Notice
is accurate and, that you are the copyright owner or authorized to act on the
copyright owner's behalf.
Notice
of claims of copyright infringement should be sent to:
David
Stickney
925.280.1401
925.280.1406
fax
davids@e-arc.com
NOTICE OF CLAIMS OF
COPYRIGHT INFRINGEMENT SHOULD ONLY BE SENT IF YOU BELIEVE THAT YOUR WORK HAS
BEEN USED OR COPIED IN A WAY THAT CONSTITUTES COPYRIGHT INFRINGEMENT AND SUCH
INFRINGEMENT IS OCCURRING ON THIS SITE. THE ABOVE NOTED PERSONNEL WILL NOT
RESPOND TO ANY OTHER INQUIRIES.
INQUIRIES ABOUT OTHER MATTERS SHOULD BE MADE BY SENDING EMAIL TO INFO@E-ARC.COM.
WARRANTIES
AND DISCLAIMERS
EXCEPT AS EXPRESSLY
PROVIDED OTHERWISE IN A WRITTEN AGREEMENT SIGNED BY AUTHORIZED REPRESENTATIVES
OF YOU AND PLANWELL™, ALL MATERIALS AND SERVICES ON THIS SITE AND YOUR USE OF
ASSOCIATES SITES OR OTHER SITES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT
WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT
LIMITING THE FOREGOING, PLANWELL™ MAKES NO WARRANTY THAT (i) THE SERVICES AND
MATERIALS WILL MEET YOUR REQUIREMENTS, (ii) THE SITE, SERVICES AND MATERIALS
WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT
MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE,
ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, MATERIALS, SERVICES, OR
INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE WILL MEET YOUR
EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE OBTAINED FROM THE SITE WILL BE
CORRECTED.
SOME STATES OR JURISDICTIONS DO
NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN
IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. TO
THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES THAT CANNOT BY LAW BE EXCLUDED
ARE LIMITED TO SIXTY (60) DAYS. ALL
MATERIALS PURCHASED OR ORDERED FROM PLANWELL™ ARE MADE PURSUANT TO A SHIPMENT
CONTRACT.
THIS MEANS THAT THE RISK OF LOSS AND TITLE FOR SUCH ITEMS PASS TO YOU UPON OUR DELIVERY TO THE CARRIER.
THIS SITE COULD INCLUDE
TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS.
PLANWELL™ MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY
PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE
MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND PLANWELL™ MAKES NO
COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.
PLANWELL™ ASSUMES NO
RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THE MATERIALS AND/OR SERVICES OR FOR
INFORMATION, MATERIALS, OR SERVICES OF THIRD PARTIES THAT ARE REFERENCED BY OR
LINKED TO THIS SITE, INCLUDING, WITHOUT LIMIT, THOSE OF PLANWELL™'S ASSOCIATES.
REFERENCES TO OTHER COMPANIES, THEIR SERVICES AND PRODUCTS, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY
OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMIT, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT SHALL PLANWELL™
OR ITS LICENSORS OR ASSOCIATES OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY
FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION,
THOSE RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT PLANWELL™
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR ON ANY THEORY OF
LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY
WEB SITE REFERENCED OR LINKED TO FROM THIS SITE, INCLUDING THOSE OF PLANWELL™'S
ASSOCIATES. SOME JURISDICTIONS
PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR
INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
THE USE OF THE SERVICES OR
THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS OR SOFTWARE THROUGH THE
SITE IS DONE AT YOUR OWN DISCRETION AND RISK, AND WITH YOUR AGREEMENT THAT YOU
WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF
DATA THAT RESULTS FROM SUCH ACTIVITIES. NO
ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PLANWELL™
OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN
THE TERMS OF USE.
IN ADDITION TO THE
LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE, IN NO EVENT WILL PLANWELL™'S
LIABILITY FOR THE SUBJECT MATTER OF THIS AGREEMENT EXCEED THE PRICE YOU PAID
FOR ANY MATERIALS OR SERVICES.
MEMBERS ACKNOWLEDGE THAT
THE ALLOCATION OF RISK AND THE LIMITATIONS OF LIABILITIES CONTAINED IN THIS
AGREEMENT IS A MATERIAL CONSIDERATION FOR PLANWELL™ ENTERING INTO THIS
AGREEMENT.
TERM AND
TERMINATION
This Terms of Use agreement is
effective as of the date you make use of the Site, or, in the case of Materials
and Services accessible only to Members, the date a Member receives a Username
or password authorizing access to the Site, and continues in force and effect
until terminated in accordance with this Section or, in the case of a user that
has not become a Member, immediately upon such users breach of any of the Terms
of Use. PlanWell™ reserves the
right to immediately terminate this Agreement effective upon written (or
emailed) notice to Member if Member materially breaches any of the terms or
conditions of the Terms or Use that is not cured within ten (10) days after
notice from PlanWell™.
PlanWell™ reserves the right to suspend access to and use of the Site pending cure of a Member's breach. In
addition, PlanWell™ or a Member may terminate this Terms of Use agreement, for
any reason or for no reason, upon thirty (30) days notice to the other.
Termination is in addition to
all other legal or equitable remedies available to either party. Upon
termination of this Agreement for any reason, Member shall cease to access or
to use any Materials or Services through PlanWell™.
The limitations and disclaimers
of warranties, and the indemnity obligations of Members, and the provisions of
governing law, jurisdiction and venue, shall survive the Termination of this
Agreement.
INDEMNITY
Member and any user shall, at
member¹s or user¹s own expense, as applicable, indemnify, defend, and hold
PlanWell™ and its subsidiaries, affiliates, officers, employees, agents,
co-branders, associates, suppliers, or other partners harmless from and against
any losses, costs, damages, liabilities, and expenses (including reasonable
attorneys' fees), arising out of or related to a third-party claim, action or
allegation (a) related in any way to a transaction or dispute between
Member/user and any third party, (b) based on or caused by unauthorized access
to the Site through Member's account, (c) is based on facts or alleged facts
that would constitute a breach of any of Member's representations, warranties,
or covenants under this Agreement, or (d) arising out of a request for
PlanWell™ to remove or disable access to any Member Content in or on the Site. Member/user
shall not enter into a settlement of the foregoing without PlanWell™'s prior
written consent, and shall not incur expenses and fees in defending the above
claims, actions, or allegations without prior approval from PlanWell™.
ENTIRE
AGREEMENT
These Terms of Use constitutes
the entire agreement between you and PlanWell™ with respect to the Site and
supersedes all prior agreements or previous discussions (written or oral)
between you and PlanWell™.
These terms of use may be modified only by a signed agreement, or as follows: PlanWell™
may modify these terms of use by posting the new terms and conditions in the
same location the previous terms and conditions were posted. If
Member or user continues to use the Materials, Services, or Site, then Member
and user will be considered to have accepted the modifications.
MISCELLANEOUS
PROVISIONS
PlanWell™'s failure to enforce
any provision of this Agreement will not be construed as a waiver of any
provision or right. In the event
that a portion of this Agreement is held unenforceable, the unenforceable
portion will be construed in accordance with applicable law as nearly as
possible to reflect the original intentions of the parties, and the remainder
of the provisions will remain in full force and effect. Waiver
by either party of a breach of any provision of this Agreement or the failure
by either party to exercise any right hereunder shall not operate or be
construed as a waiver of any subsequent breach of that right or as a waiver of
any other right.
FORCE
MAJEURE
PlanWell™ will not be liable in
any amount for failure to perform any obligation under this Agreement if such
failure is caused by the occurrence of cause beyond the reasonable control of
PlanWell™ including, without limitation, outages of the Internet or connections
thereto, communications outages, labor shortage, earthquake, fire, flood, war,
or act of God; or any acts of governmental bodies or authorities.
GOVERNING
LAW AND JURISDICTION
This Site (excluding linked
sites) is controlled by PlanWell™ from its offices within the State of
California, United States of America. By
accessing this Site, you and PlanWell™ agree that the statutes and laws of the
State of California, without regard to the conflicts of laws principles
thereof, shall govern all matters relating to your access to, or use of, this
Site and any Materials or Services.
You and PlanWell™ also agree and hereby submit to the exclusive personal jurisdiction and venue of the state
courts in San Francisco County and the United States District Court for the
Northern District of California with respect to such matters.
PlanWell™ makes no representation that Materials or Services available on this Site are appropriate or available
for use in other locations, and accessing them from jurisdictions where their
contents are illegal is prohibited. Those
who choose to access this Site from other locations do so on their own at their
own risk and are responsible for compliance with local laws.
ACCEPTABLE
USE POLICY
You agree not to use PlanWell™
to upload, post or otherwise transmit any data or content that is unlawful,
harmful, threatening, abusive, harassing, tortious, defamatory, vulgar,
obscene, libelous, invasive of another's privacy, hateful, or racially,
ethnically or otherwise objectionable, harm minors in any way, impersonate any
person or entity, including, but not limited to, a PlanWell™ representative, or
falsely state or otherwise misrepresent your affiliation with a person or
entity, upload, post or otherwise transmit any content that you do not have a
right to transmit under any law or under contractual or fiduciary relationships
(such as inside information, proprietary and confidential information learned
or disclosed as part of employment relationships or under nondisclosure
agreements), upload, post or otherwise transmit any content that infringes any
patent, trademark, trade secret, copyright or other proprietary rights of any
party, upload, post or otherwise transmit any unsolicited or unauthorized
advertising, promotional materials, "junk mail," "spam," "chain letters,"
"pyramid schemes," or any other form of solicitation, upload, post or otherwise
transmit any material that contains software viruses or any other computer
code, files or programs designed to interrupt, destroy or limit the
functionality of any computer software or hardware or telecommunications
equipment, interfere with or disrupt PlanWell™ or servers or networks connected
to PlanWell™, or disobey any requirements, procedures, policies or regulations
of networks connected to PlanWell™,
"stalk" or otherwise harass another, collect or store personal data about other users, data, robots or similar
data gathering and extraction tools, promote or provide instructional
information about illegal activities, promote physical harm or injury against
any group or individual, or promote any act of cruelty to animals. This
may include, but is not limited to, providing instructions on how to assemble
bombs, grenades and other weapons, and creating "Crush" sites, use your project
hosting site (or directory) as storage for remote loading or as a door or
signpost to another home page, whether inside or beyond PlanWell™.
You also agree to not use
PlanWell™ to engage in commercial activities without enrolling in
PlanWell™-approved affiliate programs. This
includes, but is not limited to, the following activities: offering for sale
any products or services, soliciting for advertisers or sponsors, conducting
raffles or contests that require any type of entry fee, displaying a
sponsorship banner of any kind, displaying banners for services that provide
cash or cash-equivalent prizes to users in exchange for hyperlinks to their Web
sites.
This Site or any portion of
this Site may not be reproduce, duplicated, copied, sold, resold, visited or
otherwise exploited for any commercial purpose without express written consent
of PlanWell™. You may not frame or
utilize framing techniques to enclose any trademark, logo, or other proprietary
information (including images, text, page layout, or form) of PlanWell™ and our
affiliates and Associates without our express written consent.
You may not use any meta tags or
any other ³hidden text² utilizing our name or trademarks without our express
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