LEVELPLANE TERMS OF SERVICE
Effective: November 1, 2023
These Terms of Service (these “Terms”) govern the use of the LevelPlane chatbot search directory, powered by certain artificial intelligence (AI) and machine learning (ML) capabilities (the “Service”) operated and provided by LevelPlane, Inc. (hereinafter, “LevelPlane,” “we,” “us,” and/or “our”) through its proprietary online software platform (the “Platform) made available through LevelPlane’s website located at levelpane.ai and levelplane.com (the “Websites”) and the LevelPlane iOS and Android mobile applications (the “LevelPlane Apps”). LEVELPLANE MAY UPDATE AND MODIFY THESE TERMS AT OUR DISCRETION AS SET FORTH IN SECTION 10.1. Please feel free to contact LevelPlane at [email protected] if you have any questions about these Terms.
IMPORTANT -- PLEASE READ THESE TERMS CAREFULLY. These Terms constitute a legally binding contract between you (“you and “your”) and LevelPlane governing your access and use of the Service, Platform, Websites and LevelPlane Apps (collectively, the “LevelPlane Service”). PLEASE BE ADVISED THAT LEVELPLANE DOES NOT PROVIDE WARRANTIES FOR THE LEVELPLANE SERVICE AND THESE TERMS LIMIT OUR LIABILITY TO YOU. PLEASE SEE SECTION 9 FOR FURTHER INFORMATION.
ACCEPTANCE OF THESE TERMS: BY ACCESSING OR USING THE LEVELPLANE SERVICE, OR ANY PART THEREOF, INCLUDING, BUT NOT LIMITED TO, DOWNLOADING ANY LEVELPLANE APPS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS (INCLUDING, THE ELIGIBILITY REQUIREMENTS IN SECTION 1, AND ALL OTHER TERMS AND CONDITIONS SPECIFIED OR REFERENCED HEREIN). IF YOU DO NOT AGREE TO THESE TERMS OR DO NOT MEET THE ELIGIBILITY REQUIREMENTS BELOW, DO NOT ACCESS OR USE LEVELPLANE SERVICE (OR ANY PART THEREOF) IN ANY MANNER.
ELIGIBILITY. You may generally visit and browse the Websites if you are at least 13 years of age; however, the Service is not intended for the use of individuals under, and you must be at least, 18 years old or the age of majority in your jurisdiction to use the Service. You may not use or access the LevelPlane Service in any manner if you have previously been suspended or removed from using any portion of the LevelPlane Service.
CONDITIONS OF ACCESS TO THE LEVELPLANE SERVICE
Accounts. To access and use certain features of the LevelPlane Service you may need to create and register an Account. In registering an Account, you agree to provide and maintain information that is true, accurate, current, up to date, and complete. You agree that you will not (a) create an Account using a false identity or information, or (b) create an Account or use the LevelPlane Service if you have been previously removed, suspended or banned by us from use of the LevelPlane Service, or any part thereof. LevelPlane reserves the right to limit the number of Accounts that can be created from any one computer or mobile device and the number of computer or mobile devices that can access an individual Account. You understand and agree that you are solely responsible for maintaining the confidentiality and security of your passwords and/or login credentials, and protecting access, to your Account. You are solely responsible for any activity originating from your Account, regardless of whether such activity is authorized by you. You agree to notify us immediately of any unauthorized use of your Account.
Additional Terms. When using particular services, features, and/or materials through or in connection with the LevelPlane Service, additional terms and conditions or other operating rules, policies and procedures may be applicable to, and govern, your use of such services, features, and/or materials, in addition to those in these Terms (collectively, the “Additional Terms”). You agree to comply with all such Additional Terms applicable to your use of the LevelPlane Service. All such Additional Terms are hereby incorporated into and made a part of these Terms by reference. In the event the provisions of any Additional Terms conflict with these Terms, the Additional Terms shall control solely with respect to the subject matter covered by such Additional Terms.
Privacy. Any personally identifiable information provided or collected through or in connection with your use of the LevelPlane Service shall only be used in accordance with these Terms and our Privacy Notice. By using the Services, you acknowledge and consent to the use and processing of your information in accordance with these Terms and as set forth in the Privacy Notice.
Submissions. Subject to the licenses you grant us in these Terms, as between LevelPlane and you, you will retain ownership of any messages, photos, video, audio, images, data, information, text and/or any other content or materials that you post, submit, transmit, and/or upload, or otherwise provide us, in connection with the use of the Services (collectively, “Submissions”). You represent and warrant that: (i) you will not upload or provide any Submissions that contain any sensitive personal information (such as financial, medical or other sensitive personal information such as government IDs, passport numbers or social security numbers); (ii) you own or control all rights in and to your Submissions, and have the necessary rights to grant the licenses granted to LevelPlane in these Terms; and (iii) have obtained all permissions and/or approvals as may be necessary or required to transmit Submissions, or any personally identifiable information therein, in connection with the use of the LevelPlane Service.
License to Submissions. By providing Submissions, you grant LevelPlane a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid, transferable right and license (including through the use of subcontractors) to copy, reproduce, use, host, store, transfer, publicly display, publicly perform, transmit, reproduce, modify (for the purpose of formatting for display), and distribute your Submissions, in whole or in part, in connection with your use of the Services, and as reasonably necessary to provide the Services to you and other users of the Services, and as otherwise permitted in these Terms and our Privacy Notice.
Your Responsibility. You acknowledge and agree that you, and not LevelPlane, are solely responsible for any and all Submissions transmitted, contributed, or otherwise provided by you in connection with the use of the LevelPlane Service, including its legality, reliability, security, accuracy, and appropriateness.
Consent to Electronic Notices. You consent to receiving electronic communications from LevelPlane via email, through the user-interface of the Service or through LevelPlane’s authorized support communication channels, which may include notices about transactional information and other information concerning or related to your use of the LevelPlane Service. These electronic communications are part of your relationship with LevelPlane and you receive them as part of Your access and use of the LevelPlane Service. you agree that any notices, agreements, disclosures or other communications that LevelPlane sends you electronically will satisfy any legal communication requirements, including that such communications be in writing, to the extent permitted by applicable law.
RIGHT TO USE THE LEVELPLANE SERVICE; RESTRICTIONS
Limited Right of Access. Subject to your compliance with these Terms, LevelPlane hereby grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license to (a) access and use the Service through our Website and the LevelPlane Apps, in each case, over the internet, and solely for your personal, non-commercial use, and otherwise in accordance with these Terms, and (b) download and install the LevelPlane Apps (in object code only) on a mobile and/or tablet devices owned and/or controlled by you, solely for your use of the Service in accordance with these Terms.
Overview. The Service utilizes and/or integrates certain generative artificial intelligence and other machine learning functionality (collectively, “AI Features”), which may be developed and owned by LevelPlane or third parties. For example, the Service integrates AI Features developed by OpenAI, L.L.C (“OpenAI”) via the OpenAI API. You acknowledge that you have reviewed, and that you agree to comply with, OpenAI’s then-current terms, conditions, policies, and other agreements for the use of the OpenAI AI Features available here https://openai.com/policies (collectively, the “OpenAI Terms”). You further agree to, and shall, review and comply with any updated versions thereof.
Outputs. As between you and LevelPlane, and subject to your rights in and to the Submissions, LevelPlane will retain ownership of any output generated through the AI Features based on your Submissions (“Output”). You are permitted to use Output solely for your own personal non-commercial use. You acknowledge, understand, and agree that, with respect to your use of any AI Features and Output generated by you: (i) artificial intelligence and machine learning are rapidly evolving fields of study, (ii) given the probabilistic nature of machine learning, use of the AI Features may in some situations result in incorrect Output that does not accurately reflect real people, places, or facts or conform to your specifications, prompts or requirements, and (iii) you are solely responsible for evaluating the accuracy of any Output as appropriate for your use case, including by using manual human review of the Output, and (iv) you are solely responsible for your use of any Outputs, including, the legality, reliability, accuracy, and appropriateness of any and all such use. OUTPUTS ARE GENERATED THROUGH MACHINE LEARNING PROCESSES AND ARE NOT TESTED, VERIFIED, ENDORSED OR GUARANTEED TO BE ACCURATE, COMPLETE OR CURRENT BY LEVELPLANE. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THAT ALL OUTPUTS ARE ACCURATE AND APPROPRIATE FOR ANY AND ALL OF YOUR USE CASES OR APPLICATIONS.
Restrictions. Without limitation to Section 3.4, you agree that you will not, and it will not permit any other person to: (i) use the AI Features or any Output to develop, train or improve any AI or ML models (separate from authorized use of the Service under this Agreement); (ii) represent any Output as being approved or vetted by LevelPlane or our affiliates, personnel, service providers, agents, or representatives; or (iii) represent any Output as being an original work or a wholly human-generated work.
Open Source Components. The Platform and/or LevelPlane Apps may contain third party open source software components (“Open Source Components”). Such Open Source Components are not licensed under these Terms, but are instead licensed under the terms of the applicable open source license. Your use of each Open Source Component is subject to the terms of each applicable license which are available to You on request from LevelPlane. Notwithstanding any provision herein to the contrary, you are solely responsible for your compliance with such licenses.
Prohibited Uses. You acknowledge that the LevelPlane Service embodies, contains, and constitutes valuable trade secrets of LevelPlane and its licensors and suppliers. Accordingly, you agree that you will not, and it will not permit any other person to:
use or allow access to the LevelPlane Service (or any part or component thereof, including, any AI Features) in a manner that circumvents contractual usage restrictions or that exceeds any applicable usage parameters or restrictions;
license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share or otherwise make any portion of the LevelPlane Service (or any part or component thereof, including, any AI Features) or any Output available for access by third parties except as otherwise expressly provided in these Terms;
access or use the LevelPlane Service (or any part or component thereof, including, any AI Features) or any Output for the purpose of developing competitive products or services or for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purpose;
reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets, or any underlying ideas, algorithms and/or technology from or about the LevelPlane Service (or any part or component thereof, including, any AI Features);
use the LevelPlane Service (or any part thereof) or Output in a way, including, without limitation, to store, transmit, or upload any material and/or content, that violates or infringes upon the rights of a third party, including those pertaining to: contract, intellectual property, privacy, or publicity;
upload, distribute or disseminate any unlawful, defamatory, pornographic, harassing, abusive, fraudulent, obscene, or otherwise objectionable content through or in connection with the use of the LevelPlane Service (or any part thereof);
remove, alter, or obscure in any way any proprietary rights notices (including copyright notices) of LevelPlane or its licensors and/or suppliers on or within any part of the LevelPlane Service;
interfere with or disrupt the integrity or performance of the LevelPlane Service, or any related system, network or data or cause or aid in the cause of the destruction, manipulation, removal, disabling, or impairment of any portion of the LevelPlane Service;
take any action that imposes an unreasonable or disproportionately large load on the LevelPlane Service (or any part or component thereof), or its underlying infrastructure and systems;
attempt to gain unauthorized access to the LevelPlane Service, or its related systems or networks or attempt to disable or circumvent any security mechanisms contained, or used and/or implemented by LevelPlane, in the LevelPlane Service;
frame, mirror, or utilize framing techniques to enclose the LevelPlane Service or any portion thereof;
use any meta tags, "hidden text", robots, spiders, crawlers, or other tools, whether manual or automated, to collect, scrape, index, mine, republish, redistribute, transmit, sell, license or download the LevelPlane Service (or any part thereof), and/or the personal information of others without LevelPlane’s prior written permission or authorization;
use the LevelPlane Service to store or transmit any malicious or unsolicited code or software;
impersonate any person or entity, use a fictitious name, or falsely state or otherwise misrepresent Your affiliation with any person or entity or falsify age or date of birth or any other eligibility requirements; or
use the LevelPlane Service (or any part thereof, including, any AI Features) or Output, or transmit any content, data, submissions, or materials, in any manner that violates in any law, rule, regulation or any other legal or regulatory requirement imposed by any regulatory or government agency, including, without limitation, export laws and regulations.
Additional Terms for Use of LevelPlane Apps
Mobile & Tablet Devices. You must have a compatible mobile and/or tablet device in order to use the LevelPlane Apps. You are solely responsible for determining whether or not your mobile and/or tablet device is or is not compatible with the LevelPlane Apps. LevelPlane makes no representations or warranties whatsoever regarding the LevelPlane Apps’ compatibility with any computer, mobile and/or tablet device. You further acknowledge and agree that you are solely responsible for any fees or charges incurred from your use of the LevelPlane Apps through your mobile and/or tablet devices, including, without limitation, any mobile phone provider charges for SMS, text, or data usage or services.
Updates. LevelPlane may from time to time in its sole discretion develop and provide updates to the LevelPlane Apps, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that LevelPlane has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your mobile and/or table device settings, you acknowledge and agree that when connected to the internet: (i) the LevelPlane Apps will automatically download and install all available Updates; and/or (ii) you may receive notice of or be prompted to download and install available Updates.
App Store Distributors. You acknowledge and agree that certain app distributors such as Apple, Inc. (“Apple”) and Google, Inc. (“Google”) of the LevelPlane Apps (“App Distributors”) through the app stores provided by such App Distributors (“App Stores”) are intended third party beneficiaries of these Terms and have the right to enforce these Terms directly against you with respect to the use of the LevelPlane Apps downloaded by you through the App Store. You acknowledge that these Terms are between you and LevelPlane only, and not with any App Distributor. Your use of the LevelPlane Apps App must comply with the then-current terms and conditions of the App Store through which the LevelPlane Apps is downloaded. You acknowledge and agree that LevelPlane, and not the App Distributor: (i) is solely responsible for the LevelPlane Apps and LevelPlane’s related content available thereon, (ii) is responsible for addressing any claims by you relating to the LevelPlane Apps, including, but not limited to: (x) product liability claims; (y) any claim that the LevelPlane Apps fails to conform to any applicable legal or regulatory requirement; and (z) claims arising under consumer protection or similar legislation, and all such claims are governed solely by these Terms and any law applicable to LevelPlane as provider of the LevelPlane Apps; and (iii) shall be responsible, to the extent required by these Terms, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to the LevelPlane Apps. You acknowledge that the App Distributor has no obligation to provide maintenance and support services with respect to the LevelPlane Apps. To the maximum extent permitted by applicable law, the App Distributor will have no warranty obligation whatsoever with respect to the LevelPlane Apps. You represent and warrant that you are not: (1) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) listed on any U.S. Government list of prohibited or restricted parties. You agree to comply with all applicable third-party terms of agreement when using the LevelPlane Apps (e.g., you may not be in violation of its wireless data service terms of agreement when using the LevelPlane Apps). The parties agree that the App Distributor and its subsidiaries are third-party beneficiaries to these Terms as it relates your use of the LevelPlane Apps. Upon your acceptance of these Terms, the App Distributor will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as they relate to your use of the LevelPlane Apps as a third-party beneficiary thereof.
Changes to the Service. LevelPlane reserves the rights to either temporarily or permanently modify, suspend or discontinue LevelPlane Service (or any part thereof) with or without notice. You agree that LevelPlane will not be liable to you or to any third party for any modification, suspension or discontinuance of LevelPlane Service (or any part thereof)
Availability of the Service. Information describing LevelPlane Service may be accessible worldwide but this does not mean LevelPlane Service, or certain portions thereof, are available in your city, state and/or country. LevelPlane may restrict access to LevelPlane Service, or portions thereof, in certain cities, states, and/or countries in its sole discretion. It is your responsibility to make sure your use of LevelPlane Service is legal in your city, state and/or country of residence. LevelPlane Service may not be available or accessible in all languages.
LEVELPLANE PROPRIETARY RIGHTS
Our Ownership Rights. LevelPlane or its licensors retain all right, title and interest in and to (a) the LevelPlane Service, including, all materials, graphics, user and visual interfaces, images, code (including source code or object code), products, applications, and text, embodied in, or comprising the LevelPlane Service, as well as the design, structure, selection, coordination, expression, "look and feel” and arrangement of the LevelPlane Service, (b) the Usage Data, (c) the trademarks, service marks, proprietary logos and other distinctive brand features found in the LevelPlane Service, and any and all modifications, updates, enhancements and improvements thereto, and all intellectual property and proprietary rights, embodied in, or otherwise applicable to any of the foregoing (collectively, “LevelPlane Property”). All LevelPlane trademarks, logos, tradenames and service marks are strictly owned by LevelPlane, and nothing in these Terms will be construed to transfer ownership rights or grant any permission, license or other rights to any of the foregoing without written authorization from LevelPlane. The trademarks, service marks, logos, and/or names of individuals, companies and/or products mentioned through LevelPlane Service or within the LevelPlane Service may be the trademarks of their respective owners. LevelPlane reserves all rights and licenses not expressly granted to you in these Terms and no implied license is granted by LevelPlane. LevelPlane Service (and its underlying technology), are protected by copyright, trademark, patent, intellectual property, and other laws of the United States and foreign countries.
Usage Data. You acknowledge and agree that LevelPlane has the right to monitor and collect data and information, including, but not limited to, statistics, metrics, analytics, and performance data, which may be derived from or include your Submissions (or part thereof) and any Output generated by you, relating to the operation and delivery of the LevelPlane Service, the processing of your Submissions and generation of Outputs, and otherwise in connection with your use of the LevelPlane Service (collectively, “Usage Data”). You further acknowledge and agree that LevelPlane has the right to analyze, use and exploit Usage Data for its own business purposes, such as improving, testing, and maintaining the LevelPlane Service (or any part or component thereof), developing additional products and services, training and improving the AI Features, the generation of reports for internal, external, and public use, and for any other lawful purpose. Notwithstanding the foregoing, LevelPlane may only publicly distribute or disclose Usage Data in aggregate, non-personally identifiable form that cannot be used to identify you. LevelPlane retains all right, title and interest in and to the Usage Data.
Feedback and Ideas. You acknowledge that any ideas, inventions, suggestions for improvement or discussions submitted by you regarding any aspect of LevelPlane Property, including, without limitation, the functioning, features, and other characteristics of the LevelPlane Service (or any component thereof) (“Feedback”) may be used by LevelPlane without compensation or attribution to you or any third party, and you hereby grant LevelPlane, its subsidiaries, affiliates and partners a worldwide, irrevocable, royalty free, non-exclusive, sublicensable and transferable license under all your intellectual property rights in and to such Feedback, for LevelPlane to use and exploit for any purpose.
FEES. LevelPlane does not currently charge any fees for the access and/or use of the LevelPlane Service; provided that, LevelPlane reserves the right, upon prior notice to you, to charge fees for the LevelPlane Service, including, fees to download the LevelPlane App, and/or to change, update, or modify LevelPlane’s pricing.
TERMINATION. You may terminate at any time by ceasing all use of the LevelPlane Service and permanently uninstalling and deleting the LevelPlane Apps from your mobile and/or tablet devices. To terminate your Account (if applicable) you may contact us at [email protected]. At any time, LevelPlane may (a) suspend or terminate your rights to access or use the LevelPlane (or any part thereof), and/or (b) terminate these Terms with respect to you if LevelPlane, in good faith, believes that you have used the LevelPlane Service (or any part thereof) in violation of these Terms and/or any other applicable Additional Terms or other incorporated policies, guidelines, terms or rules set forth in these Terms.
Upon termination of these Terms (for any reason), your Account and your right to use the LevelPlane Service will automatically terminate, and you agree to, and shall, cease all use of the LevelPlane Service and permanently uninstall and delete the LevelPlane Apps from your mobile and/or tablet devices.
THIRD PARTY PRODUCTS AND SERVICES. The Service may contain links to, or otherwise allow you to connect to and/or use certain third party products, data, services, websites, applications, software, scripts and/or APIs, including, but not limited to, third party AI Features (all of the foregoing, collectively, “Third Party Products and Services”). Third Party Products and Services are not owned, controlled, operated, or provided by LevelPlane. If you decide to use such Third Party Products and Services, be advised that your use is governed solely by the terms and conditions of such Third Party Products and Services. LevelPlane shall not be a party to, nor in any way monitor or have any liability or obligation under or with respect to, any transactions, agreement or other terms, conditions, or agreements governing your use of, or the Third Party Products and Services or that you have otherwise entered into with the third party provider of such Third Party Products and Services. The third party providers of the Third Party Products and Services may collect, access, and use your content, personal information and/or data submitted in connection with the use of the Third Party Products and Services in a manner differently than we do and we do not control their use of such information. LevelPlane does not endorse, is not responsible for, and makes no representations as to such Third Party Products and Services, their content, or the manner in which they handle your data. YOU ARE RESPONSIBLE FOR REVIEWING AND COMPLYING WITH THE APPLICABLE TERMS, CONDITIONS, AND/OR AGREEMENTS AND PRIVACY NOTICES FOR SUCH THIRD PARTY PRODUCTS AND SERVICES.
INDEMNIFICATION. You agree to defend LevelPlane, its employees, contractors, and/or agents, and hold us harmless from and against any and all claims, actions, demands, liabilities, losses, damages, expenses, and costs (including reasonable attorney fees) arising from (a) your breach of these Terms, (b) your use or misuse of the LevelPlane Service (or any part thereof) and/or any use of Output generated by you; (c) your use or misuse of any Third Party Product and Services, (d) your Submissions and your use of any Output, or (e) your breach of any law or the intellectual property and/or privacy rights of a third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, in which case, you agree to cooperate with us in the defense of the claim. Some jurisdictions limit consumer indemnities, so some portions or all of this indemnity provision may not apply to you.
DISCLAIMER OF WARRANTIES & LIMITATION ON LEVELPLANE’S LIABILITY
NO WARRANTIES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
THE LEVELPLANE SERVICE (OR ANY PART THEREOF), THE AI FEATURES (INCLUDING, ANY OUTPUT GENERATED THEREBY) AND ANY OTHER MATERIALS AND/OR SERVICES PROVIDED BY LEVELPLANE HEREUNDER, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE’ BASIS, WITH ANY AND ALL FAULTS, AND WITHOUT ANY WARRANTY OF ANY KIND.
LEVELPLANE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS WITH RESPECT TO THESE TERMS, THE LEVELPLANE SERVICE (OR ANY PART THEREOF), THE AI FEATURES (INCLUDING, ANY OUTPUT GENERATED THEREBY) AND ANY OTHER MATERIALS AND/OR SERVICES PROVIDED BY LEVELPLANE HEREUNDER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF ACCURACY, RELIABILITY, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.
LEVELPLANE DOES NOT WARRANT OR MAKE ANY GUARANTEE THAT DEFECTS WILL BE CORRECTED OR THAT THE LEVELPLANE SERVICE (OR ANY PART THEREOF), THE AI FEATURES (INCLUDING, ANY OUTPUT GENERATED THEREBY) AND ANY OTHER MATERIALS AND/OR SERVICES PROVIDED BY LEVELPLANE HEREUNDER: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE COMPATIBLE WITH YOUR NETWORK, COMPUTER, OR ANY THIRD PARTY PRODUCTS AND SERVICES; (III) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (IV) WILL BE ACCURATE, UP TO DATE, OR RELIABLE.
LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LEVELPLANE BE LIABLE OR OBLIGATED, WITH RESPECT TO THESE TERMS, ANY ADDITIONAL TERMS, THE LEVELPLANE SERVICE (OR ANY PART THEREOF) OR ANY OTHER MATERIALS AND/OR SERVICES PROVIDED BY LEVELPLANE, WHETHER UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY AND EVEN IF LEVELPLANE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY OR OBLIGATION:
IN THE AGGREGATE, FOR ANY AMOUNTS IN EXCESS OF ONE HUNDRED DOLLARS ($100.00);
FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS;
FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES;
FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA; OR
FOR ANY MATTER BEYOND LEVELPLANE’S REASONABLE CONTROL.
YOU AND LEVELPLANE AGREE THAT THESE LIMITATIONS SHALL APPLY EVEN IF THESE TERMS OR ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. LEVELPLANE DISCLAIMS ALL LIABILITY OF ANY KIND OF LEVELPLANE’S AFFILIATES, LICENSORS AND SUPPLIERS.
Application of Limitations and Disclaimers to Consumers. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages with respect to consumers (i.e., a person acquiring goods otherwise than in the course of a business), so the exclusions set forth above in this Section 9 above may not apply to you if you are a consumer. The limitations or exclusions of warranties and liability contained in these Terms do not affect or prejudice the statutory rights of a consumer. The limitations or exclusions of warranties and remedies contained in these Terms shall apply to you as a consumer only to the extent such limitations or exclusions and remedies are permitted under the laws of the jurisdiction where you are located.
Basis of the Bargain. The warranty disclaimer and limitation of liability set forth above in this Section 9 are fundamental elements of the basis of the agreement between LevelPlane and you. LevelPlane would not be able to provide LevelPlane Service on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of LevelPlane’s suppliers.
Modification to these Terms. LevelPlane reserves the right to change, modify or update these Terms at any time. If we revise these Terms, we will post the revised Terms on our Website and/or through the user interface of the Service. Except as otherwise stated in this Section, all updates and modifications to these Terms will be effective from the day they are posted on our Website, available at http://www.levelplane.com/terms, as indicated by the “Last Updated” date set forth above. If we make any material changes to these Terms, we will provide you reasonable prior notice of these changes by posting a prominent notice on our website and/or through the user interface of the Service, and if we have an email address on file for you, we may notify you of these changes by sending a notification to the applicable email address. Material changes to these Terms will become effective on the date set forth in the notice. It is your responsibility to regularly visit and review these Terms. If you do not agree to any updates or modifications to these Terms, you must not access or use the LevelPlane Service, terminate your Account (if applicable), and delete all copies of the LevelPlane Apps from you mobile and/or tablet devices. Your continued use of the LevelPlane Service (or any part thereof) after the applicable effective date of the revised Terms signifies to us that you acknowledge and agree to be bound by the revised Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
Governing Law; Venue. These Terms shall be governed by, construed and enforced in accordance with, the laws of the State of California, without reference to its choice of law rules to the contrary. These Terms (including without limitation, the LevelPlane Service, and any services provided hereunder) will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA) or any other act derived from or related to UCITA. You and LevelPlane agree that any judicial proceeding arising out of or relating to this Agreement will be brought exclusively in the federal or state courts located in Santa Clara County, California, United States of America, and the parties hereby consent to the personal jurisdiction and exclusive venue in such courts. Notwithstanding anything in this Agreement to the contrary, in the event of any actual or alleged violation of LevelPlane’s intellectual property or confidentiality rights, LevelPlane may seek injunctive or other appropriate relief in any court with competent jurisdiction in any country.
Government Rights. The Platform and LevelPlane Apps provided under these Terms (and its underlying software) is a commercial computer software program developed solely at private expense. As defined in U.S. Federal Acquisition Regulations (FAR) section 2.101 and U.S. Defense Federal Acquisition Regulations (DFAR) sections 252.227-7014(a)(1) and 252.227-7014(a)(5) (or otherwise as applicable to you), the LevelPlane Apps and any software underlying the Platform is deemed to be “commercial items” and “commercial computer software” and “commercial computer software documentation.” Consistent with FAR section 12.212 and DFAR section 227.7202, (or such other similar provisions as may be applicable to you), any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. government (or any agency or contractor thereof) shall be governed solely by the terms of these Terms.
Severability; Waiver. If any provision of these Terms is held to be invalid or unenforceable for any reason by a court of competent jurisdiction, the remaining provisions will continue in full force without being impaired or invalidated in any way. The failure of either party to insist upon strict performance of any provision of these Terms, or to exercise any right provided for herein, will not be deemed to be a waiver of the future enforcement of such provision or right, and no waiver of any provision or right will affect the right of the waiving party to enforce any other provision or right herein.
Assignment. You may not assign its rights or obligations under these Terms without LevelPlane’s prior written consent. Any attempted assignment or transfer of these Terms by you in contravention of the foregoing shall be null and void. LevelPlane may freely assign or transfer these Terms in its entirety, or otherwise assign or delegate any of its rights or obligations under these Terms (including the performance of any services hereunder) to its affiliates, employees, contractors, and subcontractors, without Your consent. These Terms shall be binding on the parties and their respective successors and permitted assigns.
Third Party Rights. Other than as expressly set forth in Section 3.5(c), these Terms is not intended to grant rights to anyone except you and LevelPlane, and in no event shall these Terms create any third party beneficiary rights, nor be interpreted or construed to confer any rights or remedies on or to any third parties.
Entire Agreement; Construction. These Terms, together with our Privacy Notice and any other applicable Additional Terms, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous representations, understandings, agreements, or communications between the parties, whether written or oral, relating to the subject matter hereof. Section headings are provided solely for reference purposes and in no way define, limit, interpret, or describe the scope or extent of such section or in any way affect these Terms. When used in these Terms, the term “including” means “including without limitation,” unless expressly stated to the contrary You agree that these Terms will not be construed against LevelPlane by virtue of having drafted them. The official text of these Terms (and any notice submitted hereunder) will be in English. The parties acknowledge that they require that these Terms be drawn up in the English language only. In the event of any dispute concerning the construction or meaning of these Terms, reference will be made only to these Terms as written in English and not to any translation into another language.