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Terms of Service

Table of contents
Terms of Service

These Terms of Service (hereinafter the “Terms” or this “Agreement”) which represent a binding Agreement between you and Planimatik LLC, a Delaware limited liability company (“Planimatik”) govern the provision of certain Services (as defined in Section 3 herein) and access to the Planimatik technology platform (the “Platform”), either through our website (the “Website”) or mobile applications (the “Apps”).

You must read these Terms carefully before clicking “Accept”” and using the Services and/or the Platform. Do not click “Accept” or use our Services and the Platform if you do not agree to these Terms. 

By using the Platform, you agree to be bound by these Terms in their entirety, including the arbitration and class action waiver clauses in Section 12(i) herein. These Terms may be updated by Planimatik at any time and from time to time. If Planimatik makes material changes to the Terms, notice will be provided either (i) by email, or (ii) by posting the updated Terms on our Website and Apps at least 15 days in advance of the effective date. Please note that unless otherwise provided by applicable laws, your continued use of the Website, Apps and/or the Platform manifest both an agreeance with, and consent to be bound by, the updated Terms. 

The Planimatik Privacy Policy (the “Privacy Policy”) explains how we treat your personal data. By using the Platform you agree that Planimatik can use such data in accordance with the Privacy Policy. If at any time the Terms and/or Privacy Policy are no longer acceptable to you, it shall be your sole remedy to immediately cease all use of the Services and Platform, both through the Website and any App.

If you are accepting this Agreement on behalf of your employer or any other entity (which will be deemed to be the case if you sign up for access to and use the Platform using an email address from your employer or such other entity), then the “you” under this Agreement will be interpreted to be such employer or other entity, and you represent and warrant that (a) you have read and understand this Agreement, (b) you have full legal authority to bind your employer or such other entity to this Agreement; and (c) you agree to this Agreement on behalf of your employer or such other entity.

The Platform

The Platform is offered to you through the Website or through an App. The Website and the App enable its users (the “Users”) to publish, plan, optimize, search for, and book transportation and logistics services (the ‘Services”). Users who offer logistics services are deemed “Carriers” if they are directly providing the freight transportation services, or “Brokers” if they are proving intermediation services between Shippers (as defined below) and Carriers. Carriers and Brokers may also be deemed “Bidders”, when submitting a bid (each a “Bid” and collectively the “Bids”) through the Platform for any specific service request submitted by a Shipper. Users seeking to have their freight loads transported by Carriers, directly, or indirectly through Brokers, are deemed for all purposes herein as “Shippers”.

You hereby agree and acknowledge that Shippers may automatically receive, and have access to, certain Bids, even if not requested by the Shippers, including from entities affiliated with Planimatik, which may act as a Broker, or from any other strategic partner or third party. Shippers who use the Platform and accept these Terms, accept to receive any such Bids. Brokers and Carriers who use the Platform and accept these Terms also hereby accept and consent to Planimatik’s submission of the aforementioned Bids to the Shippers.

General User Conditions
Account Registration

If you are a Shipper, in order to obtain access to the Platform and the Services, you must create an account, and keep your information accurate at all times. You are responsible for maintaining the confidentiality of your credentials and account and for all activities that occur under your login or account. Upon your successful registration, you will now hold an account to access the Services (hereinafter the “Account”). 

If you are a Shipper, you must provide Planimatik with accurate, complete and up-to-date information for your Account and you agree to update such information, as needed. Planimatik reserves the right to access your Account in order to respond to your requests for technical support. Your Account gives you access to content and functionality that we may establish, maintain, change, remove, or terminate from time to time and in our sole discretion. Your access through the Website or App to the Platform will be subject to your Account being active and in good standing. Every Account will be associated to the registered email provided upon registration. Any restriction or suspension made to the email account associated with your Account, will in turn restrict and suspend access to your Account and the Platform.

Only Shippers are eligible to register in the Platform and create an Account. Registered Shippers will be able to invite their contacts (either Brokers, or Carriers) to gain access to the Platform, solely for the purposes of presenting a Bid to the Shipper who submitted the request. 

Provision of Services

Subject to this Agreement, Planimatik hereby grants you, either as a Shipper, Broker or Carrier, as applicable, a non-exclusive right to access and use the Platform for your own internal business purposes. You may permit certain authorized users to use the Platform on your behalf, provided that you agree to be solely responsible for managing your Account, for all your users’ actions through the Platform, and for their compliance with this Agreement.

Technology Restrictions

Subject to the terms and conditions of this Agreement, you may access and use the Platform only for lawful purposes. All rights, title and interest in and to the Platform, the Website and the Apps and their respective components will remain with and belong exclusively to Planimatik. You shall not (directly or indirectly) (i) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Platform available to any third party; (ii) use the Platform in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Platform or its components or outside the scope expressly permitted herein, (iii) use or access the Platform to develop a product or service that is competitive with Planimatik’s or its affiliated entities’ products or engage in competitive analysis or benchmarking, or (iv) modify, adapt or hack the Platform to, or otherwise attempt to gain unauthorized access to the Platform or its related systems or networks. You shall comply with any codes of conduct, policies or other notices provides you or published in connection with the Platform, and you shall promptly notify Planimatik if you learn of a security breach related in any way to the Platform.

Data Security

Planimatik will maintain a security program materially in accordance with industry standards that is designed to (i) ensure the security and integrity of User Content (as defined below); (ii) protect against threats or hazards to the security or integrity of User Content; and (iii) prevent unauthorized access to User Content.

Use of the Website, the Apps and the Platform

We reserve the right to remove any content posted on the Platform at any time for any reason without notice. Decisions as to whether content violates any of Planimatik’s permitted uses will be made by Planimatik in its sole discretion. Without limiting our right to remove content, we have attempted to provide the following guidelines to those posting content on the Platform. When using the Platform you must refrain from posting material that:

  • Contains vulgar, profane, abusive or hateful language, epithets or slurs, text or illustrations in poor taste, inflammatory attacks of a personal, racial or religious nature, or expressions of bigotry, racism, discrimination or hate.
  • Is defamatory, threatening, disparaging, grossly inflammatory, false, misleading, deceptive, fraudulent, inaccurate, unfair, contains gross exaggeration or unsubstantiated claims, violates the privacy rights of any third party, is unreasonably harmful or offensive to any individual or community, contains any actionable statement, or tends to mislead or reflect unfairly on any other person, business or entity.
  • Violates any right of Planimatik or any third party.
  • Discriminates on the grounds of race, religion, national origin, gender, age, marital status, sexual orientation or disability, or refers to such matters in any manner prohibited by law.
  • Violates any municipal, state or federal law, rule, regulation or ordinance, or attempts to encourage such an evasion or violation.
  • Unfairly interferes with any third party's uninterrupted use and enjoyment of the Website or the Platform.
  • Advertises, promotes or offers to trade any goods or services, except when submitting Bids.
  • Uploads copyrighted or other proprietary material of any kind on the Website or Platform without the express permission of the owner of that material.
  • Uses or attempts to use another's Account, password, service or system except as expressly permitted by these Terms.
  • Includes images, photos, articles or other content that constitutes, promotes or encourages illegal acts, violation of any right of any individual or entity, violation of any local, state, national or international law, rule, guideline or regulation, or otherwise creates liability.
  • Uploads or transmits viruses or other harmful, disruptive or destructive files.
  • Disrupts, interferes with, or otherwise harms or violates the security of the Website, or any services, system resources, accounts, passwords, servers or networks connected to or accessible through the Website, the Apps, the Platform, or affiliated or linked sites.
  • "Inflames" any individual or entity (e.g., sends repeated messages related to another user and/or makes derogatory or offensive comments about another individual), or repeats prior posting of the same message under multiple threads or subjects.
  • Is unrelated to the specific interactive area or the interactive area's topic.
  • Disguises the origin of the post.
  • Collects or stores other users' personal data.

Planimatik reserves the right to disclose any information it deems necessary to satisfy any applicable laws, regulatory, administrative, or governmental request.

User Content

Parts of the Platform and the Apps enable you to provide freight information, costs, certain personal data, feedback, text, photos, and other content (collectively, the “User Content”). You are solely responsible for all User Content that you upload, post, deliver, provide or otherwise transmit or store in connection with or relating to the Platform and the Service. You are and will remain the exclusive owner of all right, title and interest in and to the User Content, including any intellectual property rights relating thereto. Planimatik shall not acquire any license or other ownership rights to User Content, directly or indirectly, by implication or otherwise, other than those expressly specified in this Agreement. 

By creating or uploading User Content to the Platform, you hereby grant Planimatik and its affiliated entities a worldwide, non-exclusive, perpetual, irrevocable, royalty-free license to use, reproduce, distribute, display and publish User Content, but solely to (a) provide access to the Platform and its related Services to you, and (b) prevent or address service or technical problems. Planimatik has the right, but not the obligation, to monitor the Platform and User Content. You further agree that Planimatik may remove or disable any User Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Content).

Disputes; No Liability for Users’ actions

Planimatik is an administrative and planning software as a service IT program that aims to reduce transactional costs and maximize cost savings for Shippers. The success in obtaining the best rates  in each Bid is subject to the Carrier’s and Broker’s participation in the Platform.

Planimatik may, but is not obligated in any way to, help facilitate the resolution of disputes between Carriers or Brokers and Shippers. Notwithstanding anything herein to the contrary, you acknowledge and agree that Planimatik is merely facilitating the communication between its Users, and has no control over and does not guarantee in any way (a) the quality, safety, suitability, or legality of any Carrier or Broker services, (b) the payment by any Shipper or Broker, or (c) the performance or conduct of any Carrier, Shipper, Broker, or any associated third party thereto.

Shipper Terms
General

In addition to the terms set forth herein, Shippers are bound by these particular terms:

  • Posting: Planimatik offers Shippers the right to use the Platform to post freight loads in an efficient manner to a selection of Carriers and Brokers through the Platform. Freight loads are posted by the Shipper and shall contain all the relevant and necessary information for the Carriers or Brokers to submit their corresponding Bids. Incomplete posts by Shippers for freight loads, shall not be made available through the Platform for Carriers or Brokers to Bid on.
  • Awarding and Tendering: Shippers can accept a Carrier’s or Broker’s Bid by awarding or tendering it (collectively known as “assigning”) to the Carrier or Broker. When assigning a freight load to a Carrier or Broker, Shippers enter into an agreement to complete that transaction directly with the Carrier or Broker, as applicable, whose Bid was accepted. There shall be an independent agreement between the Shipper and the Broker or Carrier, as applicable, with no intervention or appearance by Planimatik (or any liability or obligation on Planimatik’s side thereunder) containing certain additional terms related to the transaction in question. 
  • Interactions: Shippers are solely responsible for their interactions with Brokers and Carriers, and Planimatik is not a party to any disputes that may arise between Shippers and the applicable Broker or Carrier, nor does Planimatik have any obligation to mediate or facilitate any resolution.
Carriers and Brokers Terms

In addition to the terms set forth herein, Carriers and Brokers are bound by these particular Carrier/Broker Terms:

  • Reviewing: Carriers and Brokers will be able to see the posted freight loads created by Shippers upon receiving the corresponding invitation by a Shipper to access the Platform and present their corresponding Bid to the Shipper.
  • Contracting with Shippers: When a Bid has been accepted through the Platform by a Shipper, Carriers and Brokers will be required to enter into a direct agreement with the Shipper. Specific terms governing the relationship between Shippers and Carriers and Brokers, as applicable, will be those mutually agreed upon, including but not limited to, rates and payment procedures.
Fees; Payments
Fees

Planimatik may, at its sole discretion, charge fees (and applicable taxes) to you for the right to use the Platform (the “Service Fees”). Planimatik reserves the right to request or change the Service Fees at any time and will provide Users notice of any fee requirement or changes before they become effective. Service Fees’ changes will not affect ongoing requests posted by Shippers prior to the effective date of the fee change, Bids presented by Carriers or Brokers, or the associated Services provided through the Platform thereof. Planimatik may charge a fixed fee for the Users’ use of the Platform (the “Fixed Fee”), and a variable fee subject to the number of transactions carried out by the Users on a monthly basis (the “Variable Fee”).

Payment

Planimatik will invoice you on a monthly basis for the Fixed Fee on the first day of each month, and for the Variable Fee on the last day of each month. All invoices are due upon receipt.

Discounts and Waiver of Fees

Planimatik may, at its sole discretion provide a discount to, or waive, the payment of the Fixed Fee and the Variable Fee.  Nothing in these terms shall be construed as an obligation of Planimatik to provide such discounts and waivers, which are entirely discretional, if and when provided.

Proprietary Rights
Proprietary Rights

Planimatik exclusively owns all right, title and interest in and to the Platform, the Webiste, the Apps and any Confidential Information (as defined below) of Planimatik or related to any of the foregoing, and you exclusively own all right, title and interest in and to the User Content you post, and your own Confidential Information.  Any data collected by Planimatik though the Platform (the “Data”) may only be used in accordance with the Privacy Policy.

Service Improvement and Aggregated Statistics

You further agree that, notwithstanding anything herein, Planimatik has the right to aggregate, collect, retain and analyze User Content and other information relating to the performance of the Platform (including Data) and shall be free (during and after the term hereof) to (i) use such Data and other information to  provide and /or improve Planimatik and its affiliated entities’ products and services, and (ii) disclose such data and other information solely in an aggregated and anonymized format that does not identify you, or any other User, or any individual. Notwithstanding the above, the User Content will not be used by Planimatik or any of it affiliated entities in a manner that would be detrimental to, or unfairly competitive with, the business of the User who posted it.

Confidentiality
Confidential Information

“Confidential Information” means any information disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure.  However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c ) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

Confidentiality

Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and the Privacy Policy and, except as set forth herein or therein, it will not disclose the same directly or indirectly, to any third party without the other party’s prior written consent.  

However, either party may disclose Confidential Information (a) to its affiliates, its employees and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law).  Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure.  In the event of actual or threatened breach of the provisions of this Section 7, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.

Representations and Warranties; Disclaimer
Representations and Warranties of the Users

You hereby represent and warrant to Planimatik that: 

  • You have the legal power and authority to enter into this Agreement and to make use of the Platform and the Services
  • You have all rights necessary to provide any information, Data or other materials that you provide hereunder (including, but not limited to, the User Content), and to permit Planimatik to use such information, Data, materials, and User Content as contemplated herein.
  • The User Content and other activities in connection with the Platform, and Planimatik’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, contractual right, or any other intellectual property or proprietary right. 
  • You shall at all times comply with all applicable laws, rules and regulations, including data privacy laws, and the terms of this Agreement during your use of the Services, the Platform, and the Apps.
  • You shall not engage in any conduct that may cause a virus or other computer code, file, or program to interrupt, destroy or limit the functionality of the Services, the Platform, the Apps, and/or any related hardware or technological equipment, or otherwise permit unauthorized access to or use of the Services, the Platform, or the Apps.
Disclaimer

The Platform and the Apps may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Planimatik or by any such third-party providers, or because of other causes beyond our reasonable control, but Planimatik shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption.  EXCEPT AS EXPRESSLY SET FORTH HEREIN, PLANIMATIK DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.  PLANIMATIK DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE ERROR-FREE AND REPRESENTS AND WARRANTS THAT THE SERVICES ARE PROVIDED “AS IS”.  THE AFOREMENTIONED DISCLAIMER APPLIES TO THE MAXIMUM EXTENT PERMITTED BY LAW. IF YOU HAVE STATUTORY RIGHTS OR WARRANTIES WE CANNOT DISCLAIM, THE DURATION OF ANY SUCH STATUTORILY REQUIRED RIGHTS OR WARRANTIES, WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

OTHER THAN THE WARRANTIES IN THIS AGREEMENT OR AS REQUIRED BY APPLICABLE LAWS, PLANIMATIK EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND RELATING TO THE SERVICES PROVIDED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

DUE TO THE INHERENT NATURE OF THE INTERNET, WE CANNOT GUARANTEE THAT INFORMATION, DURING TRANSMISSION THROUGH THE INTERNET OR WHILE STORED ON OUR SYSTEM OR OTHERWISE IN OUR CARE, WILL BE ABSOLUTELY SAFE FROM INTRUSION BY OTHERS, SUCH AS HACKERS. PLANIMATIK ASSUMES NO LIABILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY USER CONTENT. PLANIMATIK IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, OR FAILURE OF ANY EMAIL DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR ON ANY OF THE COVERED APPS OR COMBINATION THEREOF, INCLUDING ANY INJURY OR DAMAGE TO USERS OR TO ANY PERSON’S COMPUTER RELATED TO OR RESULTING FROM PARTICIPATION IN ANY ACTIVITIES ON THE PLATFORM. YOU UNDERSTAND THAT IF YOU ACCESS ANY INFORMATION AND MATERIAL THROUGH THE PLATFORM, YOU DO SO AT YOUR SOLE RISK. UNDER NO CIRCUMSTANCES SHALL PLANIMATIK BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE PLATFORM OR WEBSITE, ANY CONTENT POSTED ON OR THROUGH THE PLATFORM, OR CONDUCT OF ANY USERS OF THE PLATFORM, WHETHER ONLINE OR OFFLINE. PLANIMATIK CAN, AT ITSSOLE DISCRETION, EDIT OR DELETE ANY CONTENT DISPLAYED ON PLATFORM. YOU USE THE PLANIMATIK AT YOUR OWN RISK. SOME AREAS OF OUR PLANIMATIK MAY OFFER REVIEWS FROM A VARIETY OF SHIPPERS, BROKERS, OR CARRIERS, WHO MAY BE AFFILIATED WITH; SUCH REVIEWS ARE FOR INFORMATIVE PURPOSES ONLY AND GENERATED BY USERS, AND CANNOT BE WARRANTED AS TRUE. PLANIMATIK CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE PLATFORM OR THE SERVICES RENDERED BY ANY SUCH SHIPPER, BROKER, OR CARRIER.

Indemnification

You agree to defend, indemnify and hold harmless Planimatik, its officers, directors, managers, employees, agents, servants, contractors, affiliates, licensors, parents, subsidiaries, shareholders, owners, members, and customers from and against any and all claims, actions, suits, demands, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising out of or relating to (i) your use of and access to the Platform, including any data, content or material provided or received by you; (ii) your violation of any term of these Terms, including without limitation your breach of any representations and warranties herein; (iii) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (iv) your violation of any applicable law, rule or regulation; (v) any claim that arises as a result of any of your User Content or any other Data that is submitted by you through the Platform, the Website, or the Apps ; and (vi) any other party’s access and use of our Platform, Website, or Apps on your behalf.

Limitation of Liability

Planimatik won’t be liable for any losses you incur, or that any third party incurs, due to your use of the Platform, the Website, or the Apps.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PLANIMATIK, ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS, SERVANTS, CONTRACTORS, AFFILIATES, LICENSORS, PARENTS, SUBSIDIARIES, SHAREHOLDERS, OWNERS, MEMBERS OR ANY OTHER AFFILIATED COMPANIES, ENTITIES OR PERSONS BE LIABLE UNDER ANY THEORY OF LIABILITY, INCLUDING UNDER CONTRACT, TORT, NEGLIGENCE OR OTHERWISE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR SIMILAR DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE WEBSITE, THE PLATFORM, THE APPS´, OR ANY INFORMATION, MATERIALS, GOODS AND SERVICES PROVIDED BY OUR AFFILIATES, LICENSORS, USERS OR OTHER THIRD PARTIES, EVEN IF WE ARE ADVISED BEFORE HAND OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL PLANIMATIK BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF OUR WEBSITE, APPLICATIONS AND/OR CONTENT OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

WITH RESPECT TO OUR WEBSITE, APPS OR PLATFORM, AND ANY INFORMATION, MATERIALS, GOODS AND SERVICES PROVIDED BY OUR AFFILIATES, LICENSORS, USERS OR OTHER THIRD PARTIES AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PLANIMATIK, ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS, SERVANTS, CONTRACTORS, AFFILIATES, LICENSORS, PARENTS, SUBSIDIARIES, SHAREHOLDERS, OWNERS, MEMBERS OR ANY OTHER AFFILIATED COMPANIES, ENTITIES OR PERSONS SHALL NOT BE LIABLE FOR ANY (I) ERRORS, MISTAKES, OMISSIONS OR INACCURACIES ; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR WEBSITE OR PLATFORM, OR ANY INFORMATION, MATERIALS, GOODS AND SERVICES PROVIDED BY OUR AFFILIATES, LICENSORS, USERS OR OTHER THIRD PARTIES; (III) UNAUTHORIZED ACCESS TO OR USE OF SERVERS WE USE AND/OR ANY AND ALL PERSONAL INFORMATION OR USER CONTENT STORED THEREIN; (IV) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVERS WE USE; (V) BUGS, VIRUSES, TROJAN HORSES, SPYWARE OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVERS WE USE BY ANY THIRD PARTY; (VI) LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF OUR WEBSITE, OR CONTENT OR ANY INFORMATION, MATERIALS, GOODS AND SERVICES PROVIDED BY OUR AFFILIATES, LICENSORS, USERS OR OTHER THIRD PARTIES AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Planimatik will not be responsible or liable for failing to perform its obligations under the Terms to the extent caused by circumstances beyond its reasonable control. In certain situations, Planimatik may use its reasonable judgment and apportion Services then available, fairly among its Users.

Term; Termination
Term

This Agreement will remain in full force and effect so long as you continue to access or use the Platform, the Apps, or the Services, or until terminated in accordance with this Agreement.

Termination

You may terminate this Agreement at any time by sending us an email to the address support@planimatik.com or by deleting your Account, provided that such termination does not release you from any prior liability arising from this Agreement.
Planimatik may terminate this Agreement and your account for any reason by giving you 30 days’ notice via email or using any other contact information you have provided for your Account. Planimatik may also terminate this Agreement immediately and without notice and stop providing access to the Platform if you breach the this Agreement, if you violate applicable laws, or if Planimatik reasonably believes termination is necessary to protect Planimatik, its employees, or third parties.

Effects of Termination

Upon expiration or termination of this Agreement, all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such expiration or termination will survive, including the terms and conditions relating to proprietary rights and confidentiality, technology restrictions, disclaimers, indemnification, limitations of liability and termination and the miscellaneous provisions below. The termination of this Agreement for any reason does not release you from any prior liability arising from this Agreement.

Data Retrieval

Upon written request made on or prior to the termination of this Agreement, Planimatik will, upon prior consent that shall not be unreasonably withheld, give you limited access to the Platform for a period of not less than thirty (30) days after such termination, at no additional cost (when applicable), solely for purposes of retrieving User Content. You may export up to the last twelve (12) months of your User Content at any time that the User Content is available in the Platform via export capabilities through the user interface or through Planimatik APIs.

Miscellaneous
Publicity

You agree that Planimatik may refer to your name and trademarks in certain Planimatik’s marketing materials addressed specifically to you, provided, however, that Planimatk will not use your name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without your prior written consent.

Assignment

You may not assign this Agreement without Planimatik’s prior written consent, except to a successor to all or substantially all of your assets or business. Any attempted assignment by you in violation hereof will be null and void. Planimatik may assign its rights and obligations hereunder at any time and to any party, including to an affiliated company, without your prior consent.

Relationship

Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.

Unenforceability

If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.

Notices

Any notice required or permitted to be given hereunder will be given in writing by personal delivery, electronic mail, certified mail, return receipt requested, or by overnight delivery. Notices to the parties must be sent to the respective contact information provided.

Entire Agreement

This Agreement and our Privacy Policy comprise the entire agreement between you and Planimatik with respect to its subject matter, and supersede all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by Planimatik, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.

Governing Law, Dispute Resolution, Jurisdiction, Arbitration and Class Action Waiver.

Users who choose to access our Website, Apps or Platform from states within the United State of America do so on their own initiative and are responsible for compliance with applicable local, state and federal laws. Users who access or use our Website, Apps, or Platform from jurisdictions outside of the United States do so at their own volition and are entirely responsible for compliance with all applicable United States, foreign and local laws and regulations, including but not limited to export and import regulations. You may not use our Website, Apps, or Platform if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.
This Agreement and any claims arising out of or relating to this Agreement, our Website, Apps and/or the User Content shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles

For any dispute or claim against Planimatik, you agree to first email us to support@planimatik.com and attempt to resolve the dispute or claim with us informally. In the unlikely event that we cannot resolve a dispute or claim after attempting to do so informally, we each agree to resolve any dispute or claim (excluding any claims brought by Planimatik for injunctive or other equitable relief as set forth below) arising out of or relating to this Agreement, the breach or alleged breach thereof, the Website or Platform, either in small claims court in the United States (and specifically in Miami-Dade county, Florida, as agreed to below) or by binding arbitration with the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein.

The arbitration will be conducted in Miami-Dade County, Florida, unless you and Planimatik agree otherwise. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall award to the prevailing party, if any, as determined by the arbitrator its costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. For any small claims matters, we each agree such claims shall be brought exclusively in the small claims courts in Miami-Dade County, Florida (to the extent permissible under the Miami-Dade County small claims courts) and the parties consent to personal jurisdiction in the Miami-Dade County small claims courts.

Nothing in this Section shall prevent Planimatik from seeking injunctive or other equitable relief from a court of competent jurisdiction, including to prevent the actual or threatened infringement, misappropriation, or violation of data security, intellectual property rights, or other proprietary rights. You agree to submit exclusively to the personal jurisdiction of the federal and state courts located in Miami-Dade County, Florida for any such action.

ALL CLAIMS MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE EACH AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Notifications

Planimatik may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on the Website or Platform, as we determine in its sole discretion. Planimatik reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described below. Planimatik is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. By providing Planimatik your email address you consent to our using the email address to send you service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Website, or Platform and special offers.