Terms of Service and Use
1. Contract formation
2. Changes to the Agreement
4. Governing Agreement
The terms of this agreement (“Terms of Service and Use” or “Terms”) govern the relationship between you and Plan Promote Prosper (hereinafter “Plan Promote Prosper” or “Us” or “We”) regarding your use of Plan Promote Prosper’s planning, plan support and related services, which include applications for mobile devices and Plan Promote Prosper branded websites (the “Service”). “Plan Promote Prosper” includes Affiliates, which shall mean subsidiaries, parent companies, joint ventures and other corporate entities under common ownership.
6.1. Grant of a Limited License to Use the Service
Subject to your agreement and continuing compliance with these Terms of Service and Use and any other relevant Plan Promote Prosper policies, such as the Supplier Agreement, Plan Promote Prosper grants you a non-exclusive, non-transferable, revocable limited license subject to the limitations in Sections 1.5-1.9 to access and use the Service using a Plan Promote Prosper supported web browser (such as Safari, Mozilla Firefox or Microsoft Internet Explorer) or mobile device solely for addition to your businesses services, as outlined in the Supplier Agreement, or business growth purposes. You agree not to use the Service for any other purpose.
6.2. Accessing the Service
You must provide all equipment and software necessary to connect to the Service, including, but not limited to, a desktop or laptop computer and/or mobile device that is suitable to connect with and use the Service, in cases where the Service offers a mobile component.
You are responsible for any fees, including internet connection or mobile fees that you incur when accessing the Service.
6.3. Use of the Service
The following restrictions apply to the use of the Service:
- You shall not create an Account or access the Service if you are not an Authorized Supplier and have not agreed to the Supplier Agreement, or as a business, have not already purchased one of our plan packages;
- You shall monitor your Account to restrict use by unauthorized employees, contractors or associates. You accept full responsibility for any unauthorized use of the Service by anyone in connection with your Account. You are responsible for any use of your credit card or other payment instrument (e.g. PayPal, Stripe and any other payment processing system we use on our site or application) on your account;
- You shall not have more than one Account, at any given time, and shall not create an account using a false identity or information, or on behalf of someone other than yourself;
- You shall not have an Account or use the Service if you have previously been removed by Plan Promote Prosper or previously been banned from utilizing any Plan Promote Prosper services;
- You shall not use your Account to advertise, solicit, or transmit any commercial advertisements, including chain letters, junk e-mail or repetitive messages (spim and spam) to anyone;
- You shall not use your Account to engage in any illegal conduct;
- If you access the Service from a mobile application you shall comply with the mobile device’s terms of service/use as well as these Terms of Service.
6.4. Account Information
6.5. Username and Password
During the Account creation process, you may be required to select a password (“Login Information”). The following rules govern the security of your Login Information: You are solely responsible for maintaining the confidentiality of the Login Information, and you will be responsible for all uses of the Login Information, including purchases, whether or not authorized by you;
Plan Promote Prosper reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to claims by a third party that a username violates such third party’s rights.
6.6. License Limitations
Any use of the Service in violation of these License Limitations is strictly prohibited, can result in the immediate revocation of your limited license granted, and may subject you to liability for violations of law. ANY ATTEMPT BY YOU TO DISRUPT OR INTERFERE WITH THE SERVICE INCLUDING UNDERMINING OR MANIPULATING THE LEGITIMATE OPERATION OF ANY Plan Promote Prosper SERVICE IS A VIOLATION OF Plan Promote Prosper POLICY AND MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS.
You agree that you will not, under any circumstances: Engage in any act that Plan Promote Prosper deems to be in conflict with the spirit or intent of the Service, including but not limited to circumventing or manipulating these Terms, our service rules, site and service mechanics or policies;
UNAUTHORIZED USE OR CONNECTION TO THE SERVICE – You agree that you will not, under any circumstances: a. Interfere or attempt to interfere with the proper functioning of the Service or connect to or use the Service in any way not expressly permitted by these Terms of Service; b. Use any unauthorized third party software that accesses, intercepts, “mines”, or otherwise collects information from or through the Service or that is in transit from or to the Service; c. Use, facilitate, create, or maintain any unauthorized connection to the Service, including without limitation (1) any connection to any unauthorized server that emulates, or attempts to emulate any part of the Service; or (2) any connection using programs, tools, or software not expressly approved by Plan Promote Prosper; d. Except where permitted by law or relevant open source licenses, reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide the Service, or to obtain any information from the Service using any method not expressly permitted by Plan Promote Prosper; or e. Copy, modify or distribute rights or content from any Plan Promote Prosper site, or Plan Promote Prosper’s copyrights or trademarks or use any method to copy or distribute the content of the Service except as specifically allowed in these Terms of Service;
6.7 Suspension and Termination of Account and Service
WITHOUT LIMITING ANY OTHER REMEDIES, Plan Promote Prosper MAY LIMIT, SUSPEND, TERMINATE, MODIFY, OR DELETE ACCOUNTS OR ACCESS TO THE SERVICE OR PORTIONS THEREOF IF YOU ARE, OR Plan Promote Prosper SUSPECTS THAT YOU ARE, FAILING TO COMPLY WITH ANY OF THESE TERMS OF SERVICE AND USE OR FOR ANY ACTUAL OR SUSPECTED ILLEGAL OR IMPROPER USE OF THE SERVICE, WITH OR WITHOUT NOTICE TO YOU. YOU CAN LOSE YOUR USER NAME AND PERSONA AS A RESULT OF ACCOUNT TERMINATION OR LIMITATION.
WITHOUT LIMITING OUR OTHER REMEDIES, WE MAY LIMIT, SUSPEND OR TERMINATE THE SERVICE AND USER ACCOUNTS OR PORTIONS THEREOF, IF WE BELIEVE THAT THEY ARE INFRINGING THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR ACTING INCONSISTENTLY WITH THE LETTER OR SPIRIT OF OUR TERMS OR POLICIES. ADDITIONALLY, WE MAY, IN APPROPRIATE CIRCUMSTANCES AND AT OUR SOLE DISCRETION, SUSPEND OR TERMINATE ACCOUNTS OF USERS WHO MAY BE REPEAT INFRINGERS OF OUR INTELLECTUAL PROPERTY RIGHTS OR THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
The Service are copyrighted works owned by Plan Promote Prosper Inc. Plan Promote Prosper reserves all rights, including without limitation, all intellectual property rights or other proprietary rights, in connection with the Service.
Plan Promote Prosper has created, owns, has licensed, or otherwise has rights to use all of the content that appears in the Service. Notwithstanding any provision to the contrary herein, you agree that you have no right or title in or to any content that appears in the Service.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL HAVE NO OWNERSHIP OR OTHER PROPERTY INTEREST IN AN ACCOUNT, AND YOU FURTHER ACKNOWLEDGE AND AGREE THAT ALL RIGHTS IN AND TO AN ACCOUNT ARE AND SHALL FOREVER BE OWNED BY AND INURE TO THE BENEFIT OF Plan Promote Prosper. GENERALLY, OTHER ACCOUNTS CREATED WITH Plan Promote Prosper WILL BE CONSIDERED ACTIVE UNTIL WE RECEIVE A USER REQUEST TO DEACTIVATE OR DELETE THEM; HOWEVER, WE RESERVE THE RIGHT TO TERMINATE ANY ACCOUNT THAT HAS BEEN INACTIVE FOR 180 DAYS.
9. User Content
9.1 User Content
“User Content” means any communications, images, sounds, and all the material, data, and information that you upload or transmit through a Plan Promote Prosper software application or the service, or that other users upload or transmit, including without limitation any text.
You own your User Content. You hereby grant Plan Promote Prosper and its Affiliates a perpetual and irrevocable (other than as provided below), worldwide, fully paid-up and royalty free, non-exclusive, unlimited license, including the right to sublicense and assign to third parties, and right to copy, reproduce, fix, adapt, modify, improve, translate, reformat, create derivative works from, manufacture, introduce into circulation, commercialize, publish, distribute, sell, license, sublicense, transfer, rent, lease, transmit, publicly display, publicly perform, or provide access to electronically, broadcast, communicate to the public by telecommunication, display, perform, enter into computer memory, and use and practice, in any way now known or in the future discovered, your User Content as well as all modified and derivative works thereof in connection with our provision of the Service, including marketing and promotions thereof. To the extent permitted by applicable laws, you hereby waive any moral rights you may have in any User Content. The license you grant Us to use user posted content (except any content you submit in response to Plan Promote Prosper promotions and competitions or any other content specifically solicited by Plan Promote Prosper) ends when you delete your User Content or you close your Account unless your User Content has been shared with others, and they have not deleted it. However, you understand and accept that removed content may persist in back-up copies for a reasonable period of time.
9.2 Content Screening
You are entirely responsible for all User Content you post or otherwise transmit via the Service. Plan Promote Prosper assumes no responsibility for the conduct of any user submitting any User Content, and assumes no responsibility for monitoring the Service for inappropriate or illegal content or conduct.
We have no obligation to monitor User Content. If We choose at any time, in our sole discretion, to monitor the Service, We have the right, in our sole discretion, to edit, refuse to post, or remove any User Content and We may monitor and/or record your interaction with the Service or communications (including without limitation chat text and voice communications) when you are using the Service. By entering into these Terms of Service, you hereby provide your irrevocable consent to such monitoring and recording.
9.3. Information Use by Other Users and Suppliers of the Service
Plan Promote Prosper cannot guarantee that other users and suppliers will not use the information that you share. Therefore, if you have any information that you would like to keep absolutely confidential do not post it on the Service. Plan Promote Prosper shall have no responsibility to evaluate, use or compensate you for any information you may choose to submit.
9.3 Responsible For Your Own Content
You are solely responsible for the information that you post on, through or in connection with the Service and that you provide to others.
Information, materials, products or services provided by other users or suppliers (for instance, in the project center) may, in whole or in part, be unauthorized, impermissible or otherwise violate these Terms of Service, and Plan Promote Prosper assumes no responsibility or liability for this material. If you become aware of misuse of the Service by any person, please use any “Report Abuse” link provided or contact us at email@example.com.
Plan Promote Prosper may reject, refuse to post or delete any User Content for any or no reason, including, but not limited to, User Content that in the sole judgment of Plan Promote Prosper may violate these Terms of Service. Plan Promote Prosper reserves the right to limit the storage capacity of User Content that you post on, through or in connection with the Service.
Your information, and the contents of all of your online communications (including without limitation text, IP addresses and your personal information) may be accessed and monitored as necessary to provide the Service and may be disclosed: (i) when We have a good faith belief that We are required to disclose the information in response to legal process (for example, a court order, search warrant or subpoena); (ii) to satisfy any applicable laws or regulations (iii) where We believe that the Service is being used in the commission of a crime, including to report such criminal activity or to exchange information with other companies and organizations for the purposes of fraud protection and credit risk reduction; (iv) when We have a good faith belief that there is an emergency that poses a threat to the health and/or safety of you, another person or the public generally; and (v) in order to protect the rights or property of Plan Promote Prosper, including to enforce our Terms and Service. By entering into these Terms, you hereby provide your irrevocable consent to such monitoring, access and disclosure.
11. Third Party Advertisements
You understand that the Service and Plan Promote Prosper application may feature advertisements from Plan Promote Prosper or third parties.
11.1 Links to Third Party Sites and Dealings With Possible Advertisers
Plan Promote Prosper may provide links on the Service to third party websites or vendors who may invite you to participate in a promotional offer in return for receiving an optional component of the Service. Any charges or obligations you incur in your dealings with these third parties are your responsibility. Plan Promote Prosper makes no representation or warranty regarding any content, goods and/or services provided by any third party even if linked to from our Service, and will not be liable for any claim relating to any third party content, goods and/or services. The linked sites are not under the control of Plan Promote Prosper and may collect data or solicit personal information from you. Plan Promote Prosper is not responsible for their content, business practices or privacy policies, or for the collection, use or disclosure of any information those sites may collect. Further, the inclusion of any link does not imply endorsement by Plan Promote Prosper of these linked sites.
12. COPYRIGHT NOTICES/COMPLAINTS
It is Plan Promote Prosper’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”). Plan Promote Prosper reserves the right to terminate without notice any User’s access to the Service if that User is determined by Plan Promote Prosper, in its sole discretion, to be a “repeat infringer.” In addition, Plan Promote Prosper accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials.
13. UPDATES TO THE SERVICE
You understand that the Service is an evolving one. Plan Promote Prosper may require that you accept updates to the Service and to Plan Promote Prosper’s applications, when available, which you have installed on your computer or mobile device. You acknowledge and agree that Plan Promote Prosper may update the Service with or without notifying you. You may need to update third party software from time to time in order to receive the Service and access the Plan Promote Prosper services.
14. DISCLAIMERS / LIMITATIONS / WAIVERS / INDEMNIFICATION
14.1. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED).
WITHOUT LIMITING THE FOREGOING, NEITHER Plan Promote Prosper NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, “Plan Promote Prosper PARTIES”) WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
14.2. LIMITATIONS; WAIVERS OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT THE Plan Promote Prosper PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE.
YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE Plan Promote Prosper PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE Plan Promote Prosper PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICE AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF THE SERVICE AND EXTERNAL SITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THE SECTION MAY NOT APPLY TO YOU. IN PARTICULAR, NOTHING IN THESE TERMS SHALL AFFECT THE STATUTORY RIGHTS OF ANY CONSUMER OR EXCLUDE OR RESTRICT ANY LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM ANY NEGLIGENCE OR FRAUD OF Plan Promote Prosper.
You agree to indemnify, save, and hold Plan Promote Prosper, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Service, any violation by you of these Terms of Service, or any breach of the representations, warranties, and covenants made by you herein. Plan Promote Prosper reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Plan Promote Prosper, and you agree to cooperate with Plan Promote Prosper’s defense of these claims. Plan Promote Prosper will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
You also agree that the provisions in this paragraph will survive any termination of your Account(s) or of the Service.
15. DISPUTE RESOLUTION
If a dispute arises between you and Plan Promote Prosper, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and Plan Promote Prosper agree that We will resolve any claim or controversy at law or equity that arises out of this Agreement or the Service (a “Claim”) in accordance with one of the subsections below or as We and you otherwise agree in writing. Before resorting to these alternatives, We strongly encourage you to first contact Us directly to seek a resolution by emailing us at Support@PlanPromoteProsper.com. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.
15.1 Law and Forum for Legal Disputes
This Agreement and any dispute arising out of or related to it or the Service shall be governed in all respects by the laws of the State of Oregon as they apply to agreements entered into and to be performed entirely within Oregon between Oregon residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against Plan Promote Prosper must be resolved exclusively by a state or federal court located in Multnomah County, Oregon. You agree to submit to the personal jurisdiction of the courts located within Multnomah County, Oregon for the purpose of litigating all such claims or disputes.
16. GENERAL PROVISIONS
16.2. Supplemental Policies
Plan Promote Prosper may publish additional policies related to specific services such as applications for mobile devices, supplier programs, client support programs and more. Your right to use such services is subject to those specific policies and these Terms of Service and Use.
16.3. Entire Agreement
16.4. Language of the Terms of Service
In the event of a conflict between a translation of the Plan Promote Prosper Policies and the English version, the English version of the Plan Promote Prosper Policies will control.
16.5. No Waiver
Except as expressly and specifically set forth in this these Terms of Service and Use, no representations, statements, consents, waivers, or other acts or omissions by Plan Promote Prosper shall be deemed a modification of these Terms of Service and Use nor be legally binding, unless documented in physical writing, hand signed by You and a duly appointed officer/owner of Plan Promote Prosper.
We may notify you via postings on www.PlanPromoteProsper.com and via e-mail or any other communications means to contact information you provide to Us. Any notices that you provide without compliance with this Section on Notices shall have no legal effect.
16.6. Force Majeure
Plan Promote Prosper shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of Plan Promote Prosper, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond Plan Promote Prosper’s control such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.