These website terms and conditions of use for www.planworth.co, constitute a legal agreement and are entered into by and between you and Planworth Inc. (“Company,” “we,” “us,” “our”). The following terms and conditions, together with any documents and/or additional terms they expressly incorporate by reference, (collectively, these “Terms and Conditions”) govern your access to and use of, including any content, applications, software, functionality, and/or services offered on or through, www.planworth.co (collectively, the “Website”).

BY USING THE WEBSITE, OR BY CLICKING TO ACCEPT THE TERMS AND CONDITIONS,YOU:

(A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS ANDCONDITIONS AND OUR PRIVACY POLICY, FOUND AT https://planworth.wpengine.com/privacy-policy INCORPORATED HEREIN BY REFERENCE; (B) IF ENTERING INTO THESE TERMS AND CONDITIONS FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THESE TERMS AND CONDITIONS AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT MEET ALL OF THESE REQUIREMENTS, YOU MUST NOT ACCESS OR USE THE WEBSITE.

Modifications to the Terms and Conditions and to the Website

We reserve the right in our sole discretion to revise and update these Terms and Conditions from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Website. You agree to periodically review the Terms and Conditions in order to be aware of any such modifications and your continued use shall be your acceptance of these.

The information and material on this Website, and the Website, may be changed, withdrawn or terminated at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Website is restricted to users or unavailable at any time or for any period.

Your Use of the Website and Account Set-Up and Security

The security of your personal information is very important to us. We use physical, electronic, and administrative measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure.

The safety and security of your information also depends on you. Users are responsible for obtaining their own access to the Website. Users are required to ensure that all persons who access the Website through a user’s internet connection are aware of these Terms and Conditions and comply with them. The Website, including content or areas of the Website, may require user registration. It is a condition of your use of theWebsite that all the information you provide on the Website is correct, current, and complete.

Unfortunately, the transmission of information via the Internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Website. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website.

Your provision of registration information, User Data (as defined below) and any submissions you make to the Website through any functionality such as applications, e-mail, profiles, and other such functions constitutes your consent to all actions we take with respect to such information consistent with our Privacy Policy, found at https://planworth.wpengine.com/privacy-policy.

Any username, password, or any other piece of information chosen by you, or provided to you as part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity. You must exercise caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You understand and agree that should you be provided an account, your account is personal to you and you agree not to provide any other person with access to this Website or portions of it using your username, password, or other security information. For greater certainty, all Website users within your organization, company, firm or team must have their own subscription in order to access the Website. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you logout from your account at the end of each session. You are responsible for any password misuse or any unauthorized access.

We reserve the right at any time and from time to time, to disable or terminate your account, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including, without limitation, any violation of any provision of these Terms and Conditions.

You are prohibited from attempting to circumvent and from violating the security of this Website, including, without limitation: (a) accessing content and data that is not intended for you; (b) attempting to breach or breaching the security and/or authentication measures; (c) restricting, disrupting or disabling service to users, hosts, servers or networks; (d) illicitly reproducing TCP/IP packet header; (e) disrupting network services and otherwise disrupting Website owner’s ability to monitor the Website; (f) using any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website; (g) introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious, technologically or functionally harmful; (h) attacking the Website via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing or crashing; and (i) otherwise attempting to interfere with the proper working of the Website.

Intellectual Property Rights and Ownership

You understand and agree that the Website and its entire contents, features, and functionality, including, but not limited to, all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by the Company, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.

The Company name, the Company’s trademarks, the Company logo, and all related names, logos, product and service names, designs, images and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. Other names, logos, product and service names, designs, images and slogans mentioned, or which appear on this Website are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.

You shall not directly or indirectly: (i) copy, use, analyze, reverse engineer, decompile, disassemble, translate, convert, or apply any procedure or process to the Website or data stored through the Website in order to: (a) ascertain, derive, or appropriate for any purpose whatsoever the source code or source listings or data structures for the Website, or (b) otherwise attempt to discover the source code or source listings of the Website or any trade secret information; or (ii) reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, in any form or medium whatsoever except:

• your computer and browser may temporarily store or cache copies of materials being accessed and viewed; and

• a reasonable number of copies for personal use only may be printed keeping any proprietary notices thereon, which may only be used for lawful use and not for further reproduction, publication, or distribution of any kind on any medium whatsoever.

Users are not permitted to modify copies of any materials from this Website nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

If you print off, copy or download any part of our Website in breach of these Terms and Conditions, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. You have no right, title, or interest in or to the Website or to any content on the Website, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.

Conditions of Use and User Submissions

As a condition of your access and use, you agree that you may use the Website only for lawful purposes and in accordance with these Terms and Conditions.

You are responsible and liable for all uses of the Website resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of these Terms and Conditions.

In these Terms and Conditions, all information, data, and other content, in any form or medium, that you submit or otherwise transmit using the Website, is called “User Data”. You hereby: (a) grant to Company a non-exclusive, royalty-free, worldwide licence to reproduce, distribute, and otherwise use and display all User Data and perform all acts with respect to the User Data as may be necessary for Company to operate the Website and provide services to you; (b) acknowledge that you are solely responsible for the development, content, operation, maintenance, and use of User Data; (c) agree that the Company may aggregate your User Data with User Data from others for analytics, to provide additional services to you and for other legitimate business purposes provided that User Data is only used in anonymized or aggregated form; and (d) represent and warrant that: (i) you own and control all of the rights to the User Data that you submit or otherwise transmit using the Website; and (ii) the use or other transmission of such User Data does not violate these Terms and Conditions or any applicable law.

You shall not use the Website if you are a competitor of Planworth Inc. or for the purposes of evaluating the Website for competitive purposes or for any other purposes whatsoever.

Privacy

We comply with our Privacy Policy available at https://planworth.wpengine.com/privacy-policy. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Website, you acknowledge that you have reviewed and have accepted our Privacy Policy, and you consent to all actions taken by the Company with respect to your information and any User Data you provide in compliance with the then-current version of our Privacy Policy.

You hereby represent and warrant that you have obtained all required consents and is otherwise compliant with all privacy and data security laws and regulations applicable to any User Data you provide.

Third-Party Websites

For your convenience, this Website may provide links or pointers to third-party sites. We make no representations about any other websites that may be accessed from this Website. If you choose to access any such sites, you do so at your own risk. We have no control over the contents of any such third-party sites and accept no responsibility for such sites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third-party sites.

Free Trial; Fees and Charges

Upon registering, you may make use of the services offered on this Website at no charge for a 14-day trial period. Once you have completed your initial trial period, all purchases of such services are subject to fees and charges in accordance to prices and terms listed on this Website. We reserve the right to change these fees and charges from time to time upon 30 days’ notice to you. If they do change, your continued use of the services after the change indicates your agreement with the new fees and charges after the effective date of the change. Any change to fees and other charges will not be applicable to the billing period in which the change occurs. You are responsible for all taxes applicable to the fees and charges in any applicable jurisdiction.

Geographic Restrictions

We provide this Website for use only by persons located in Canada. This Website is not intended for use in any jurisdiction where its use is not permitted. If you access the Website from outside Canada, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.

Disclaimer of Warranty

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. YOU ACKNOWLEDGE THAT YOU MAY NOT RELY ON THE PERFORMANCE, OUTPUTS OR ANY OTHER ASPECT OF THE WEBSITE. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, THE WEBSITE IS PROVIDED “AS IS” AND THE COMPANY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE WEBSITE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS OR EXPECTATIONS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. 

Additional Disclaimers

FURTHER, YOU ACKNOWLEDGE THAT:

• The contents of any plans, recommendations or calculations or any other output of the WEBSITE are provided for educational or general information purposes only and do not constitute legal, tax, investment or other professional advice or an opinion of any kind and will not be relied upon as such by YOU OR OTHERS;

• The contents of any plans, recommendations or calculations or any other output of the WEBSITE is for the sole use of the person to whom it is addressed and for no other purpose;

• The COMPANY is not verifying the facts, assumptions and any user data inputted by YOU OR OTHERS into the WEBSITE; and

• YOU will ensure that any recipient, client or audience of any plans, recommendations or calculations or any other output of the WEBSITE is aware that the recipient, client or audience must seek specific legal, tax or other advice by contacting a lawyer, accountant, or other professional, as the case maybe, before exploring or implementing any output produced by the WEBSITE.

Limitations of Liability

IN NO EVENT WILL THE COMPANY BE LIABLE UNDER ANY LAW, STATUTE, OR LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company, its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your breach of these Terms and Conditions or your use of the Website, including, but not limited to, your use or submission to the Website of User Data or any use of the Website’s content, services, and products other than as expressly authorized in these Terms and Conditions.

Governing Law/Choice of Forum

This Agreement shall be construed pursuant to the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario. Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from or relating to this Agreement shall be instituted in the courts of the Province of Ontario, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation or proceeding.

Entire Agreement

The Terms and Conditions and our Privacy Policy, together with any other documents incorporated herein by reference, constitute the sole and entire agreement between you and Planworth Inc. regarding the Website and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

Notices

Any notices to the Company must be sent to our corporate headquarters address available at www.planworth.co and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by the Company. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from the Company. You agree that any notices, agreements, disclosures, or other communications that the Company sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

Waiver

No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms and Conditions operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Severability

If any term or provision of these Terms and Conditions is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.

Reporting and Contact

This website is operated by Planworth Inc.

All feedback, comments, requests for technical support, and other communications relating to the Website should be directed to connect@planworth.co.

Date: June 1, 2020