Last Modified September 4, 2024

TERMS OF USE AGREEMENT (“Agreement” or “Terms of Use”)

These terms of use are entered into by and between you and OnTech Software Solutions Inc., a Federally incorporated corporation (collectively, “Company,” or “PLANA”, “we” or “us”, “our”) providing a network of interactive services. The following terms and conditions, together with any documents they expressly incorporate by reference including our Privacy Policy (collectively, these “Terms of Use” or “Terms”), govern your access and use of the Services Provider application, including any content, functionality, and services offered on or through the application (collectively, “Services Provider”, or “PLANA”), as well as the Services Provider website, https://www.planax.co, all subdomains thereof, and social media accounts and pages we operate (collectively, the “Site”), whether you are a visitor, registered user, customer, subscriber, a registered user, homeowner, vendor, and contractor. References herein to “Services Provider” shall also mean and include the Site, as the context requires. References herein to “you,” “your,” or “yours” shall refer to you whether a visitor, registered user, customer, subscriber, or homeowner. In case you are acting on behalf of an entity or organization (also, a “Corporate User”), references herein to “you,” “your,” or “yours” shall also mean your internal users who access or use Services Provider through your account and with whom you have an employment, contractor, or agency relationship (collectively, “End Users”). Further, in case you are a vendor, business owner, contractor, or construction company whether an individual or entity providing home improvement services using the Service Provider’s Site to provide their services (collectively, “Contractor”), references to “you,” “your,” or “yours” shall also mean users who access or use PLANA and its Site through your account with whom you have an employment, contractor, or agency relationship. Any reference to “User(s)” will refer to collectively anyone who accesses and/or uses the Site including Visitor, Registered User, Customer, Subscriber, Homeowner, Contractor, End User, and/or Corporate User.

THESE TERMS AND SERVICES DESCRIBE THE LEGAL AGREEMENT BETWEEN YOU AND PLANA WHICH GOVERNS YOUR ACCESS TO AND USE OF THIS SITE AND OTHER COMPANY SITES AND ANY RELATED SERVICES, CONTENT, AND COMPANY PROVIDED APPLICATIONS INCLUDING INTEGRATIONS (“APPS”). BY USING THE SITES, REGISTERING FOR THE COMPANY’S SERVICES, OR DOWNLOADING OR USING THE APPS OR CONTENT, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT USE THE SITE, SERVICES OR APPS. YOU MUST BE 18 YEARS OLD TO USE SITES, SERVICES, APPS, OR CONTENT. SHOULD YOU BE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR ANOTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” WILL REFER TO SUCH ENTITY.

PLEASE READ THE TERMS OF USE CAREFULLY BEFORE YOU START TO DOWNLOAD, INSTALL, REGISTER WITH, USE, OR ACCESS SERVICES PROVIDER. BY DOWNLOADING, INSTALLING, REGISTERING WITH, USING, OR ACCESSING SERVICES PROVIDER, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS OF USE AND OUR PRIVACY POLICY, FOUND AT PRIVACY POLICY, INCORPORATED HEREIN BY REFERENCE; (B) REPRESENT THAT YOU ARE OF LEGAL AGE AND CAPACITY TO ENTER INTO A BINDING AGREEMENT, AND (C) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY IT. IF YOU ARE A CORPORATE USER, YOU (D) FURTHER REPRESENT THAT YOU ARE AUTHORIZED TO BIND YOUR ENTITY OR ORGANIZATION, AND THAT YOUR ACCEPTANCE OF THESE TERMS LEGALLY BINDS SUCH ENTITY OR ORGANIZATION. IF YOU DO NOT AGREE TO THESE TERMS OF USE OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE SERVICES PROVIDER OR THE SITE. REFERENCES HEREIN TO “USE” OR “ACCESS” SHALL INCLUDING DOWNLOADING, INSTALLING, REGISTERING WITH, USING, AND/OR ACCESSING SERVICES PROVIDER, INCLUDING USING THE CONTENT, FEATURES, FUNCTIONALITY, AND/OR SERVICES OF SERVICES PROVIDER.

IMPORTANT: PLEASE REVIEW THE MUTUAL ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH SERVICES PROVIDER ON AN INDIVIDUAL BASIS (WAIVING YOUR RIGHT TO A CLASS ACTION) THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS MUTUAL ARBITRATION AGREEMENT AND HAVE TAKEN THE TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.THESE TERMS OF USE ALSO CONTAIN RELEASES, LIMITATIONS ON LIABILITY, AND PROVISIONS ON INDEMNITY AND ASSUMPTION OF RISK, ALL OF WHICH MAY LIMIT YOUR LEGAL RIGHTS AND REMEDIES. PLEASE REVIEW THEM CAREFULLY.
1. Changes to the Terms of Use
  1. We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them. However, any changes to the dispute resolution provisions outlined in Governing Law and Jurisdiction and Binding Arbitration/Class Action Waiver will not apply to any disputes for which the parties have actual notice before the date the change is posted on our Site at https://www.planax.co.
  2. Your continued use of Services Provider following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time, so you are aware of any changes, as they are binding on you. We may send you a courtesy email if we have an email address on file for you notifying you of changes to the Terms of Use.
2. Services and User Types
  1. You can use Our Site to find tools for home improvement and renovation, to communicate/connect/network with other Users in the field, and text-based information about renovations, as well as other information, data and content (“Company Content” or “Content”) created by Our Site, Our Site Users (“User Generated Content”) or provided by third parties (“Third Party Content”).
  2. “Services” consist of online tools for accessing, project and construction management and planning tools to collaborate and communicate with and between vendors, contractors, and homeowners, to create cost estimates, budget, and request for proposals, documents including sample photo, video, templates, communications thereof, and any data contained therein (collectively “Your Content” or “User Generated Content”). Services may also include access to support and help resources (“Support Services”) as well as to documents, forms, self-help instructions and templates provided by the Company (“Company Content”) or a third party (“Third Party Content”). Your use of Services through the Sites and the Apps are based on the following user levels:
    1. “Homeowner” - User who accesses the Site, who may or may not register however seeking or using the Services.
    2. “Visitor” – User who accesses the Sites but does not register
    3. “Registered User” – User who signs up for an account with the Company
    4. “Customer” – Visitor who purchases Company Content or one-time access to Services
    5. “Subscriber” – Registered User who purchases a subscription plan, namely contractors and vendors.
  3. The Company, at its sole discretion, will provide users access to certain Services at no cost (“Free Services”). If you are a Customer, then you will have access to additional Services for a one-time transaction. If you are a Registered User or Subscriber, you will have access to additional Services (“Subscription Services”) based on the plan that you select (“Subscription Level”) and time commitment (“Subscription Period”). Per the Sites’ subscription plan descriptions, Company will limit your access to certain features, volume and/or time based on the plan that you select. Any unused volume associated with a per-use Subscription Level will expire at the end of your Subscription Period and not carryover to subsequent Subscription Periods. Company reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice.
3. Agreement Includes Additional Documents
  1. “Agreement” means this Terms of Service, any sales order for Services signed by both parties, any addendum to terms signed by both parties signed by both parties, and the following additional agreements to the extent applicable:
    1. “Business Associate Agreement” which governs handling and use of protected health information, described at [website address], only if signed by both parties.
    2. “Data Processing Addendum” which governs handling and transfer of personal data, described at [website address], only as applicable pursuant to Section 19.
    3. “Privacy Policy” which governs Company’s use of your information, described at [website address].
    4. “Service Level Agreement” (if applicable) which governs availability of the Subscription Services for Subscribers, described at [website address].
    5. “Professional Service Agreement” (if applicable) which governs the engagement of Company’s consultants to assist with deployment and configuration of Services described at [website address].
    6. “Supplemental Terms of Service for a Private E-Signature Solution” (if applicable) which governs the downloading and use of Company’s privately hosted version of the software, described at [website address].
  2. This Agreement constitutes the entire agreement between the parties with respect to your access and use of the Services. It supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter and prevails over any conflicting terms contained in any documents, communications or discussions.
4. Company Is Not Responsible for Your Content or Third Party Content
  1. You own and will retain ownership of all right, title, and interest in Your Content uploaded to the Services including intellectual property rights therein. The Company claims no ownership rights in Your Content. Company may provide links to publicly available content to use with the Services but is not responsible in any manner for such publicly available content. However, you are responsible for ensuring that any Content (as well as any publicly available content) that you use on the Services complies with Canadian copyright laws as well as applicable privacy laws and export laws. All Your Content stored on the Services is encrypted and the Company does not have the ability to screen Your Content. If you are an administrator for your account, then you are responsible for Your Content and the activities of your users.
  2. In connection with your use of the Services you agree that the following is expressly prohibited:
    1. any Content that defames, abuses, harasses, stalks, threatens, or violates the legal rights of others;
    2. any Content that contains explicit or obscene language or sexually explicit images;
    3. any Content that uses racially, ethnically, or otherwise offensive language;
    4. sending altered, deceptive or false source-identifying information, including “spoofing” or “phishing”;
    5. misrepresenting yourself or affiliation with an entity, including by use of subdomains;
    6. infringing the intellectual property rights of a third party;
    7. or violating or encouraging others to violate any applicable laws or regulations;
  3. Content that violates this Agreement. If you violate any of the use restrictions above, Company may, in its sole discretion, in addition to all of its other rights herein and at law and in equity: (a) remove all or part of Your Content from the Services; (b) suspend your use of URLs provided by Services; and (c) immediately terminate this Agreement without notice or liability to you.
  4. If you are a User of Company Content, you acknowledge that Company owns and will retain ownership of all right, title, and interest in such Company Content including intellectual property rights therein. You claim no ownership of Company Content.
  5. If you are a User of Content posted by a third party on the Services (“Third Party Content”), you acknowledge that Company does not approve, endorse, monitor, verify, or take responsibility for any such Third Party Content. You agree that the third party posting the Third Party Content is solely responsible for it and that the Company is not liable for any Third Party Content. COMPANY DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES AND CONDITIONS WITH REGARD TO THIRD PARTY CONTENT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
5. Consuming Content
  1. PLEASE NOTE OUR SITE SERVICE IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. PLEASE REVIEW ALL DISCLAIMERS CONTAINED IN THIS AGREEMENT, AS WE RELY ON USER GENERATED CONTENT AND THIRD PARTY CONTENT CREATED BY USERS, COMPANY CONTENT IS PROVIDED “AS IS” AND OUR SITE MAKES NO REPRESENTATIONS OR WARRANTIES CONCERNING THE APPROPRIATENESS, ACCURACY, RELIABILITY, USEFULNESS, COMPLETENESS OR TIMELINESS OF ANY CONTENT. ANY USE OF OR RELIANCE ON ANY CONTENT IS AT YOUR OWN RISK.
  2. By using the Service, you agree that Our Site must not be responsible for (1) any Content, (2) any person’s reliance on any such Content, whether or not correct, current and complete, or (3) the consequences of any action that you or any other person takes or fails to take based on any Content or otherwise as a result of your use of the Service.
  3. Our Site does not endorse and has no control over any User Generated Content. Our Site cannot guarantee the authenticity of any data which users may provide about themselves. Our Site does not have to monitor the Service, Content or User Generated Content.
  4. In no case will Our Site be liable in any way for any Content or User Generated Content, including, but not limited to, any errors or omissions in any Content or User Generated Content, or any loss or damage of any kind incurred in connection with use of or exposure to any Content or User Generated Content posted, emailed, accessed, transmitted or otherwise made available via the Service. Our Site is not responsible for any data which is deleted (either intentionally or unintentionally) at the direction of any user.
  5. The Services may contain links to third-party services or resources. When you access third party services, you do so at your own risk. These other services are not under Our Site’s control, and you acknowledge that Our Site is not responsible or liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of such services or resources. The inclusion of any such link does not imply endorsement by Our Site or any association with its operators. You also acknowledge and agree that Our Site must not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods, or services available on or through any such website or resource.
  6. You may be exposed to Content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate. While Our Site does not endorse and reserves the right to remove such Content, you acknowledge that you may still be exposed to such materials.
  7. You may use Content from Our Site or the original license holder. However, to use any photos hosted on the Service, the following caption (or an agreed-upon alternative) must be placed directly next to any such photos: “Photo by [Subscriber Name]”. Use of any of Our Site images of Content must not violate any of the terms found in our Terms of Service. Company reserves the right to revoke this use at any time, for any reason in its sole and absolute discretion and the User must remove any Content related to Our Site immediately.
  8. Some of the Service’s mapping features are powered Google Co., the use of which is also governed by their terms of use located at http://maps.google.com/help/terms_maps.html (or such other URL as may be updated by Google Inc), which are incorporated by this reference. Other mapping features are powered by Mapbox Co., the use of which is governed by the terms of use location at https://www.mapbox.com/tos/ (or such other URL as may be updated by Mapbox Inc).
6. Limited Licence Use
Subject to these terms for the applicable term of your subscription, the Company grants you a limited, revocable, non-exclusive, non-sublicensable, and nontransferable licence to: (a) download, install, register with, use, and access Services Provider and/or the Site for your personal use or internal business use on a computer owned or otherwise controlled by you (“Device”) strictly in accordance with these Terms and Services Provider’s documentation; and (b) access, stream, download, and use on such Device the services made available in or otherwise accessible through Services Provider, strictly in accordance with these Terms. If you are a Corporate User, you may extend said licence to your End Users, and you are authorized to distribute single-user copies of Services Provider to each End User, in accordance with the Terms. As a Corporate User, you represent and warrant that your End Users acknowledge and accept these Terms, and you are responsible for the activities of your End Users and their compliance with these Terms. Services Provider assumes no responsibility or liability for violations of these Terms by your End Users.
7. Licence Restrictions
  1. You acknowledge that Company reserves all rights relating to the Services not expressly granted to you herein. You will not nor permit anyone else to:
    1. share your login ID for the Services with other users (each user must have their own login ID) or any other person;
    2. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services, or otherwise attempt to derive or gain access to the source code of Services Provider or any part thereof;
    3. copy, reproduce, modify, adapt, translate, or create derivative works or improvements, whether or not patentable, based on the Services of the Service Provider;
    4. rent, lease, lend, distribute, sell, resell, assign, sublicence, publish, transfer, or otherwise make available Services Provider, or any content, features, or functionality of Services Provider, to any third party for any reason, including by making Services Provider available on a network where it is capable of being accessed by more than one device at any time, except as expressly authorized hereunder or otherwise transfer rights to the Services;
    5. use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party;
    6. use or launch any automated system, including without limitation, robots, spiders, or offline readers, to access the Services or any information therein;
    7. use the Services to upload, post, host, or transmit unsolicited email, SMSs, or “spam” messages, including Commercial Electronic Marketing Messages as defined in US CAN SPAM Act;
    8. use the Services to transmit any malware, Trojan horses, worms or viruses or any destructive or malicious code;
    9. remove, disable, access another user’s account, circumvent standard access to the Services, attempt to gain unauthorized access to the Services, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting Services Provider;
    10. use the Services for the benefit of a competitive offering to any of the Services or intentionally harm or discredit the Company or the Services;
    11. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from Services Provider, including any copy thereof;
    12. imitate the look and feel of the Services, remove any proprietary notices from Services, or duplicate, copy, or reuse any portion of the Trademark, software, or visual design elements of the Services.
  2. If you violate any of the licence restrictions above Company may, in addition to all of its other rights herein and at law and in equity, immediately terminate this Agreement without notice or liability to you. Company reserves the right to refuse, revoke, or cancel the Service or Subscription to anyone for any reason at any time in its sole and absolute discretion.
8. Reservation of Rights
You acknowledge and agree that Services Provider is provided under licence, and not sold, to you. You do not acquire any ownership interest in Services Provider under these Terms, or any other rights thereto other than to use Services Provider in accordance with the licence granted, and subject to all terms, conditions, and restrictions, under these Terms. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to Services Provider, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms.
9. Collection and Use of Your Information
You acknowledge that when you download, install, register with, use, or access Services Provider, we may use automatic means (including, for example, cookies and web beacons) to collect information about your Device and about your use of Services Provider. You also may be required to provide certain information about yourself as a condition to downloading, installing, registering with, using or accessing Services Provider or certain of its content, features, or functionality, and Services Provider may provide you with opportunities to share information about yourself with others. You acknowledge and accept that Services Provider has certain content, features, functionality, or services that are based on artificial intelligence, digital signal processing, and machine learning systems, which may also be collecting information on your use and access of Services Provider. All information we collect through or in connection with Services Provider and the Site is subject to our Privacy Policy, available here and incorporated herein by reference. By downloading, installing, registering with, using, accessing and providing information to or through Services Provider and the Site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
10. Updates
  1. We may from time to time in our sole discretion develop and provide application updates for Services Provider and/or otherwise make changes to all or parts of Services Provider and/or the Site, 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 content, features, and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular content, features, or functionality. Based on your Device settings, when your Device is connected to the internet either: (a) Services Provider will automatically download and install all available Updates; or (b) you may receive notice of or be prompted to download and install available Updates.
  2. We may or may not backup any or all content, features, functionalities, services, or aspects of Services Provider, including your settings; however, we take no responsibility for any such material that is lost, damaged, or deleted, and you hereby acknowledge and agree that we are in no way liable for any damage that this action or omission may cause you.
  3. Further, we reserve the right to in any way modify the content, features, functionality, status, settings, condition, and/or other features of Services Provider for a user at any time, for any period, in our sole discretion, with or without reason or cause, and without notice.
  4. You shall promptly download and install all Updates and acknowledge and agree that Services Provider or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of Services Provider and be subject to all terms and conditions of these Terms.
11. Company May Use Third Parties to Provide Services
Company may use third parties including partner and affiliates to sell, deploy, configure, and/or support Services. By using the Services, you consent to Company sharing your account data with third parties in order to enable such third-party activities. For instance use and access of Services Provider may involve use and access of third party platforms, software, applications, or other tools (such as Facetime, Skype, and other video and audio communication software). You hereby acknowledge and accept that in order to provide you with Services Provider, we may integrate with such third parties, including transmitting and receiving information in accordance with these Terms, including our Privacy Policy.
12. You Agree to Receive Communications from the Company, Partners and Affiliates
By using the Services, you consent to receiving electronic communications from Company and its partners and affiliates. You may also send electronic communication to Company as specified in the Agreement. These electronic communications may include without limitation notices about your Subscription Services, your invoices or payments, changes to the fees or the Agreement, reports of security violations, your violations of the Agreement, suspension of your use of the Services, termination of the Agreement, changes to Services, availability of new products and services, or other information relating to Company, Services or third-party partners.
13. Accessing Service Provider and Account Security
  1. To access Services Provider and/or some of its content, features, functionality, and/or services, you may be required to register a user account (“Account”), where you may be required to share certain personal information. It is a condition of your use of Services Provider that all the information you provide is correct, current, and complete. You agree that all information you provide to register with Services Provider or otherwise, including but not limited to through the use of any content, features, functionality, or services on Services Provider, is governed by our Terms of Use, including the Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Terms of Use, including the Privacy Policy.
  2. If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You agree not to provide any other person with access to Services Provider or portions of it using your username, password or other security information, except to your End Users. 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 exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared device so that others are not able to view or record your password or other information.
  3. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.
  4. You acknowledge and accept that certain content, features, functionality, and/or services of Services Provider may be unavailable to you unless you register an Account. You further acknowledge and accept that certain content, features, functionality, and/or services of Services Provider may be available subject to payment by you.
  5. We reserve the right to withdraw or change Services Provider, and any content, features, functionality, and services we provide on Services Provider, in our sole discretion, with or without reason or cause, and without notice. We will not be liable if for any reason all or any part of Services Provider is unavailable at any time, for any period, or at all. Further, we also reserve the right to suspend, restrict, or otherwise limit users’ access to or use of Services Provider at any time, for any period, or at all, in our sole discretion, with or without reason or cause, and without notice. From time to time, we may restrict access to some or all parts of Services Provider, to users, including registered users.
  6. You are responsible for (i) making all arrangements necessary for you to have access to Services Provider; and (ii) ensuring that all persons who access Services Provider through your internet connection are aware of these Terms of Use and comply with them.
  7. If you are a Registered User, you are responsible for safeguarding your password that you use to access Services and you agree not to disclose it to any third party. If you suspect your password has been compromised, you need to promptly change it. You will notify Company immediately of any unauthorized use of your Company account. You hereby take responsibility for all actions taken under your account by you or any third parties including any abuse, unauthorized use, and resulting fees.
14. You Agree to Pay the Fees Owed For Your Use of Services
  1. You acknowledge that Company may change its fees and/or fee structures for Services from time to time in its discretion, including instituting fees for use of Services that were formerly included in Free Services or other free functionality on the Sites or the Apps without liability to you. Company will post notice of such changes on the Sites or the Apps. Any pricing changes to your paid Subscription Services will be effective as of your next Subscription Period and not impact your current Subscription Period. You agree that your continued use of all or part of the Services will be subject to your payment of any applicable fees. Company shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services.
  2. If you are a Customer, you shall pay Company all fees associated with accessing Company Content and other one-time Services that you purchased online via Sites or in a signed and accepted order form, whether or not you use any or all of the Company Content or Services to which you are entitled. If you are a Subscriber, you shall pay Company all fees associated with your Subscription Level ordered as set forth in the subscription section of your user profile or in the signed and accepted order form, whether or not you use any or all of the Subscription Services to which you are entitled. Prior to accessing any paid Services, you must provide Company with a valid credit card, PayPal account, or other form of payment acceptable to Company. You agree to pay Company (a) any one-time professional service fees specified in your order upon activation of your Services, (b) any fees specified in your order for access to Company Content or one-time Services, and (c) all taxes, including sales, use, personal property, value-added, excise, customs fees, import duties, stamp duties and any other similar taxes and duties, including penalties and interest, imposed by any [Specify whether Canadian or United Stated as applicable]federal [Specify whether state or provincial as applicable]or local government entity or any non-US government entity on the transactions contemplated by this Agreement, excluding taxes based upon Company’s net income. Furthermore, if you are a Subscriber, you agree to pay Company (i) the base fees for your Subscription Level in advance of each Subscription Period, e.g. Annual or Monthly and (ii) any excess usage fees monthly in arrears for any use of Services above that specified in your Subscription Level (regardless if you were notified or aware of such excess usage or fees).
  3. If you provided a credit card, PayPal or other automatic electronic payment method (your “ePayment Account”), you agree that Company may charge your ePayment Account for all fees for your Subscription Services as they are incurred including renewal payments on the last day of each Subscription Period. If you submit a new ePayment account, you agree that Company may test your account with a small charge which will be refunded to you within ten (10) days. If you are invoiced by the Company, you agree to pay all such invoices within thirty (30) days of the date of the invoice. All fees are payable in Canadian dollars and are non-refundable. Subscriber and Customer agree to provide Company with complete and accurate billing and contact information and keep it up-to-date throughout the term of the Agreement.
  4. If Company fails to receive payment from you by the due date, Company may, in its sole discretion, suspend your use of Subscription Services or Company Content and delete your account. You will reimburse Company for all reasonable attorneys’ fees and costs incurred to collect past due amounts.
15. You Will Assign Your Suggestion(s), If Any, To Company
Although you are in no way obligated to do so, if you do choose to submit to the Company an idea, content, document template, workflow, suggestions, information or feedback relating to the Services (“Suggestion”), including, but not limited to, Suggestions submitted to Company via support tickets, email, chat, community forum or other form, then you hereby assign, transfer and convey to Company, all worldwide right, title and interest in and to all intellectual property rights in all of your Suggestions, all contract and licensing rights, and all claims and causes of action with respect to any of the foregoing, whether now known or hereafter to become known. You represent and warrant that to the best of your knowledge (a) you are the sole owner of any intellectual property rights in your Suggestion(s); (b) you have the full and exclusive right to convey the entire interest in and to your Suggestion(s); and (c) your Suggestion(s) do not infringe any intellectual property right. You agree to cooperate with and assist Company, at Company’s own expense, in obtaining, sustaining, enforcing and enjoying to the fullest extent all right, title and interest conveyed herein.
16. Intellectual Property Rights
  1. Services Provider, the Site, and its and their entire contents, features, functionality, and services (including but not limited to any and all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof, user accounts, Accounts, titles, computer code, themes, objects, avatars, avatar names, stories, dialogue, catch phrases, locations, concepts, artwork, animations, sounds, musical compositions, audio-visual effects, methods of operation, moral rights, any related documentation, “applets” incorporated into Services Provider and/or the Site, and the client and server software, are owned by the Company, its licensors, or other providers of such material and are protected by Trademarks Act governed by federal laws of Canada and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
  2. You agree that you have no rights or title in or to any content that appears in Services Provider and/or the Site, including any virtual goods or currency appearing or originating in Services Provider and any other attributes associated with your access and use of Services Provider or stored on Services Provider’s server. As provided above, all such content, features, and functionality shall be owned by the Company, its licensors, or other providers of such material.
  3. To the extent you send or transmit any communications, comments, questions, or suggestions, or related materials to Services Provider, whether by letter, e-mail, telephone, or otherwise, whether originating from you or your End User, suggesting or recommending changes to Services Provider including, without limitation, new features or functionality relating thereto (“Feedback”), you hereby fully and exclusively assign to us any such Feedback upon creation. For any rights to such Feedback that cannot be assigned, you hereby grant us a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid-up, fully-transferable, worldwide licence (with rights to sublicence through multiple tiers of sublicensing) under your and your licensors’ intellectual property rights to reproduce, prepare derivative works of, distribute, perform, display, and otherwise fully use, practice and exploit such Feedback for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You agree and understand that Services Provider is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
  4. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on Services Provider, except as follows: (i) your Device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials; (ii) you may store files that are automatically cached by your Device for display enhancement purposes.
  5. You must not: (i) modify copies of any materials from Services Provider; (ii) use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
  6. If you print, copy, modify, download or otherwise use or provide any other person with access to any part of Services Provider in breach of the Terms of Use, your right to use Services Provider may be ceased immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to Services Provider or any content on Services Provider is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of Services Provider not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.
17. Trademarks
The Company name, the names and application icons of Services Provider, the Company and Services Provider logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use any of the foregoing without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on Services Provider are the trademarks of their respective owners.
18. Your Obligations and Prohibited Uses
  1. You may use Services Provider and the Site only for lawful purposes and in accordance with these Terms of Use. You agree, represent and warrant that you have obtained all necessary licences, permissions, consents and agreements necessary for the lawful use of Services Provider. Without limiting the foregoing, if you use the recording feature of Services Provider, you agree, represent and warrant that (i) you have obtained the consent of your End Users and any third party that may take part in, or be heard through, the calls to be recorded and (ii) to the extent you would like to share, distribute, or otherwise make available the recording to others, you have obtained the consent of your End Users and any third party that may take part in, or be heard through, the calls to share, distribute or otherwise make available the recording to others.
  2. In any way that violates any applicable federal, state, provincial, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries) or to circumvent any law, regulation or investigation;
  3. For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise:
    1. To send, knowingly receive, upload, download, use or re-use any material which does not comply with these Terms of Use;
    2. To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation;
    3. To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing); or
    4. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of Services Provider or the Site, or which, as determined by us, may harm the Company or users of Services Provider or the Site or expose them to liability.
  4. Additionally, you agree not to:
    1. Use Services Provider in any manner that could disable, overburden, damage, or impair Services Provider or interfere with any other party’s use of Services Provider, including their ability to engage in real time activities through Services Provider;
    2. Use any robot, spider or other automatic device, process or means to access Services Provider for any purpose, including monitoring or copying any of the material on Services Provider;
    3. Use any manual process to monitor or copy any of the material on Services Provider or for any other unauthorized purpose without our prior written consent;
    4. Use any device, software or routine that interferes with the proper working of Services Provider;
    5. Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
    6. Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of Services Provider, the server on which Services Provider is stored, or any server, computer, Device, or database connected to Services Provider;
    7. Attack Services Provider via a denial-of-service attack or a distributed denial-of-service attack; or
    8. Otherwise attempt to interfere with the proper working of Services Provider.
    9. Use Services Provider’s recording feature to record any part of a call or telephonic session without first obtaining the consent of all participants, which shall be solely your responsibility; or
    10. Share, distribute, or otherwise make available a recording of any part of a call or telephonic session without first obtaining the consent of all participants, which shall be solely your responsibility.
19. Reliance on Information Posted
The information presented on or through Services Provider and/or the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor of Services Provider and/or the Site, or by anyone who may be informed of any of its contents.
20. Third-Party Materials and Links
Services Provider and/or the Site may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials provided by other users and third parties) or provide links (each, a “Link”) to third-party websites, sites, resources, or services, as well as links to websites or applications (collectively, including Links, the “Third-Party Materials”). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. All statements and/or opinions expressed in Third-Party Materials, other than the content provided by the Company, are solely the responsibility of the person or entity providing the same. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. We have no control over the contents of Third-Party Materials and Links, sites, or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the Third-Party Materials and Links linked to Services Provider and/or the Site, you do so entirely at your own risk and subject to the terms and conditions of use for such Third-Party Materials and Links. Third-Party Materials, Links, and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions and privacy policies.
21. Purchases and Payments
  1. Services Provider will be provided according to the plan level you select. For an enterprise licence, you may contact Company separately. You may opt to upgrade or downgrade to any other plan level that Company offers at any time during the period of your plan; provided that a downgrade will be not be effective until the next renewal date.
  2. Additional in-app purchases, when and if available, within Services Provider will be added to your subscription, and you will be charged a fee and any applicable tax. You agree to pay Company or Company’s authorized reseller, as applicable, all fees. Fees will be billed by our authorized resellers or our third party payment provider to the credit card or other payment account you provide in accordance with the billing terms in effect at the time a fee or charge is due and payable. Unless you have purchased Services Provider through an authorized reseller You acknowledge and agree that Company or its third party payment provider will automatically charge your credit card or other payment account (including when you have authorized ACH payments) on record with Company in connection with your use of Services Provider: in advance of each subscription term and at the time of purchase for any additional in-app purchases, when and if available, you make during the subscription term. Enterprise billing will be as agreed upon in writing by you and Services Provider or Company’s authorized reseller, as applicable. Subscriptions will automatically-renew for the same term as the initial term, as set forth in the Term; Cancellation and Refund Section below. You represent and warrant to Company that all of your payment information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. If payment is not received by Company or Company’s authorized reseller or cannot be charged to your credit card or other payment account for any reason, Company reserves the right to either suspend or terminate your access to Services Provider and terminate this Agreement. All fees are non-refundable, except as expressly stated otherwise in this Agreement.
  3. You will pay all applicable taxes, duties, withholdings, backup withholding and the like; when Company has the legal obligation to pay or collect such taxes, the appropriate amount shall be paid by you directly to Company or Company’s authorized reseller, as applicable. If all or any part of any payment owed to Company under these Terms is withheld, based upon a claim that such withholding is required pursuant to the tax laws of any country or its political subdivisions and/or any tax treaty between the U.S. and any such country, such payment shall be increased by the amount necessary to result in a net payment to Company of the amounts otherwise payable under these Terms. Company may change its fees and payment terms at its discretion; provided however, that such changes will not take effect for you until the start of the next payment period. Company will provide written notice to you (or, if you have purchased through an authorized reseller, notice to the reseller) for any changes to the fees that affect the Services Provider subscription purchased by you. Your continued use of Services Provider after the price change becomes effective constitutes your agreement to pay the changed amount.
  4. Services Provider may offer rewards to users, in the form of credits or other forms, based on their actions on Services Provider and in accordance with Services Provider policies.
22. Term; Cancellation and Refund
  1. The term of your subscription to Services Provider will automatically renew for successive terms equal in duration to the initial subscription term unless you cancel in advance of the renewal date by following the instructions in your account.
  2. Subject to earlier termination as provided below, Company may terminate your account and these Terms at any time by providing thirty (30) days prior notice to the administrative email address associated with your account. In addition to any other remedies Company may have, Company may also terminate this Agreement upon ten (10) days’ notice (or two (2) days in the case of nonpayment to Company or Company’s authorized reseller, as applicable), if you breach any of the terms or conditions of these Terms.
  3. All sections of these Terms which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
  4. Upon the termination of these Terms for any reason: (i) the licences granted under these Terms for Services Provider shall immediately terminate and you and your End Users shall cease use of Services Provider; (ii) Company will cease providing Services Provider to you; and (iii) you shall pay to Company or Company’s authorized reseller, as applicable, the full amount of any outstanding fees due hereunder.
23. Once Terminated, You Will Not Have Access to Content or Services
  1. Upon termination, (a) Company will no longer be obligated to provide you the Services, (b) your account and Your Content, Company Content or Third Party Content contained therein will no longer be accessible by you, (c) you will immediately stop using Services, and (c) all licences and other rights granted to you under the Agreement will immediately cease. Company will not be liable to you or any third party for termination of this Agreement or any termination or suspension of your use of the Services. If you are a Subscriber or Customer, termination by the Company will not result in any refund of fees for the current Subscription Period and you are still obligated to pay any outstanding, unpaid fees.
  2. YOU ACKNOWLEDGE THAT YOUR CONTENT WILL BE DELETED FROM THE SERVICES UPON THE TERMINATION OR UPON THE EXPIRATION DATE OF YOUR CANCELLED SUBSCRIPTION. THIS INFORMATION CANNOT BE RECOVERED ONCE DELETED. IF YOU ARE NOT A REGISTERED USER, COMPANY WILL NOT STORE CONTENT ON YOUR BEHALF.
  3. In addition, the terms of Sections 15, 16, 17, 23, and 24-29 shall survive termination or expiration of this Agreement.
24. Services Are Provided As-Is
  1. SERVICES AND THE SUBSCRIPTION PLANS OR COMPANY CONTENT PAGES, SITE, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND COMPANY DISCLAIMS ALL CONDITIONS, REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. COMPANY AND ITS LICENSORS DO NOT WARRANT THAT SERVICES WILL MEET ANY OF YOUR SPECIFIC REQUIREMENTS OR BE ACCURATE, RELIABLE, SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, OR INTEROPERATE WITH ANY OTHER HARDWARE OR SOFTWARE. ANY USE OF THE SERVICES TO ENGAGE IN TRANSACTIONS OR COMMUNICATE WITH ANY USERS OR OTHER THIRD PARTY IS AT YOUR SOLE RISK. FOR THE PURPOSE OF SECTIONS 21 AND 22, REFERENCE TO SERVICES SHALL INCLUDE COMPANY CONTENT, USER CONTENT AND THIRD-PARTY CONTENT AND SERVICES THEREIN.
  2. COMPANY CONTENT INCLUDES GENERAL HOME IMPROVEMENT INFORMATION AND SELF-HELP TOOLS. COMPANY CONTENT SHOULD NOT BE RELIED UPON FOR COMPLETE OR ACCURATE ESTIMATES, MEASUREMENTS, MATERIALS OR ANY OTHER RELATED RENOVATION ACCURACY. YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION AND NEEDS. COMPANY CONTENT RELATED TO HOME IMPROVEMENT/RENOVATIONS IS PROVIDED FOR YOUR PRIVATE USE AND DOES NOT CONSTITUTE PROFESSIONAL ADVICE OR ACCURACY. COMPANY DOES NOT REVIEW ANY INFORMATION YOU PROVIDE US FOR ACCURACY OR SUFFICIENCY, DRAW CONCLUSIONS, PROVIDE OPINIONS ABOUT YOUR SELECTIONS, OR APPLY PROFESIONAL VENDOR OR CONTRACTOR OPINION YOUR SITUATION.
25. Disclaimer of Warranties
  1. You understand that we cannot and do not guarantee or warrant that Services Provider and any material, content, functionality, or feature thereof will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR DEVICE, DEVICE PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF SERVICES PROVIDER OR ANY SERVICES OR ITEMS OBTAINED THROUGH SERVICES PROVIDER OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY LINKS, APPLICATION OR WEBSITE (EACH, A “PAGE”) LINKED TO IT.
  2. YOUR USE OF SERVICES PROVIDER, ITS CONTENT, FEATURES, FUNCTIONALITY, AND ANY SERVICES OR ITEMS OBTAINED THROUGH SERVICES PROVIDER IS AT YOUR OWN RISK. SERVICES PROVIDER, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH SERVICES PROVIDER ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE OWNERS, SHAREHOLDERS, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, SERVICE PROVIDERS, AGENTS, REPRESENTATIVES, LICENSORS, SUCCESSORS, AND ASSIGNS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO SERVICES PROVIDER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF SERVICES PROVIDER, ITS CONTENT, FEATURES, FUNCTIONALITY, AND SERVICES, AND ITEMS OBTAINED THROUGH SERVICES PROVIDER, OR THAT THE SAME ARE ACCURATE, RELIABLE, WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED, OR THAT SERVICES PROVIDER OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT SERVICES PROVIDER OR ANY SERVICES OR ITEMS OBTAINED THROUGH SERVICES PROVIDER WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
  3. OUR SITE MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SERVICES OR ANY WEBSITE LINKED TO THE SERVICES.
  4. While we strive to protect your information in accordance with our Privacy Policy, OurSite cannot be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on OurSite’s equipment, transmitted over networks accessed by the Services, or otherwise connected with your use of the Service.
  5. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
26. Limitation on Liability
  1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE OWNERS, SHAREHOLDERS, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, SERVICE PROVIDERS, AGENTS, REPRESENTATIVES, LICENSORS, SUCCESSORS, AND ASSIGNS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, PROPERTY DAMAGE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLEARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, SERVICES PROVIDER, ANY SITES LINKED TO IT, ANY CONTENT ON SERVICES PROVIDER OR SUCH OTHER SITES OR SUCH OTHER PAGES OR ANY SERVICES OR ITEMS OBTAINED THROUGH SERVICES PROVIDER OR SUCH OTHER SITES OR SUCH OTHER PAGES. YOUR SOLE AND EXCLUSIVE REMEDY IN CASE OF ANY GRIEVANCE, ACTION, OR COMPLAINT IN REGARDS TO SERVICES PROVIDER OR BREACH BY US OF THESE TERMS IS TO DISCONTINUE YOUR USE OF SERVICES PROVIDER. NOTWITHSTANDING ANYTHING CONTRARY IN THESE TERMS, OUR (AND OUR AFFILIATES’) AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (UNDER ANY LEGAL THEORY, CAUSE, OR GROUND, WHETHER IN CONTRACT, TORT, OR OTHERWISE), WILL AT ALL TIMES BE LIMITED TO THE AMOUNT THE COMPANY HAS ACTUALLY RECEIVED FROM YOU OR COMPANY’S AUTHORIZED RESELLER, AS APPLICABLE, DURING THE 6 MONTHS IMMEDIATELY PRECEDING THE EVENT WHICH GIVES RIGHT TO YOUR DAMAGE, OR FIFTY CANADIAN DOLLARS ($50), WHICHEVER IS GREATER. THIS LIMIT SHALL REMAIN IN EFFECT EVEN IF THERE IS MORE THAN ONE CLAIM.
  2. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
27. Indemnification
You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, shareholders, partners, owners, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable costs and attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of Services Provider, including, but not limited to, any use of Services Provider’s or the Site’s content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from Services Provider.
28. International and Non-Ontario Use
Our Site makes no representation that the Content is appropriate or available for use in locations outside of Ontario, and accessing the Service is prohibited from territories where such Content is illegal. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws.
29. Company Is Not Responsible for Devices or Internet
Services depend on third party network and Internet providers and device manufacturers that are outside of Company’s control. You acknowledge that Company will not be responsible or liable for performance or non-performance as a result of such networks or devices. You understand that the processing and transmission of the Services, including Your Content, may involve transmissions over various networks and unencrypted transfer to a network or device. You understand that the third party networks or devices may change their technical requirements interfering with the operation of the Services.
30. Governing Law
Except as expressly set forth in the Binding Arbitration/Class Action Waiver section below, all matters relating to Services Provider and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of Province of Ontario without giving effect to any choice or conflict of law provision or rule (whether of Province of Ontario or any other jurisdiction).
31. Binding Arbitration/Class Action Waiver Dispute Resolution
  1. Certain portions of this Section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act (“FAA”). You and Company expressly agree and intend that this Section satisfies the “writing” requirement of the Federal Arbitration Act. This Section can only be amended by mutual agreement. For purposes of this Section, “Claims” means collectively, and without limitation, any and all claims, injuries, demands, liabilities, disputes, causes of action (including statutory, contract, negligence, or other tort theories), proceedings, obligations, debts, liens, fines, charges, penalties, contracts, promises, costs, expenses (including attorneys’ fees, whether incurred pre-litigation, pre-trial, at trial, on appeal, or otherwise), damages of any kind whatsoever (including consequential, compensatory, or punitive damages), or losses (whether known, unknown, asserted, non-asserted, fixed, conditional, or contingent) that arise from or relate to (i) Services Provider or the Site, including any and all contents, materials and software related thereto, and/or (ii) your use of Services Provider or the Site.
  2. Informal Resolution of Disputes and Excluded Disputes. If any Claim arises out of or relates to Services Provider, the Site or these Terms of Use, other than as may be provided herein, then you and Company agree to send notice to the other providing a reasonable description of the Claim, along with a proposed resolution of it. Company notice to you will be sent to you based on the most recent contact information that you provide Company. If no such information exists or if such information is not current, Company has no obligation under this Section. For a period of sixty (60) days from the date of receipt of notice from the other party, you and Company will engage in a dialog to attempt to resolve the Claim, though nothing will require either you or Company to resolve the Claim on terms with respect to which you and Company, in each of our sole discretion, are not comfortable.
  3. Binding Arbitration. If you and Company cannot resolve a Claim, within sixty (60) days of the receipt of the notice, then you agree that that any such Claim and all other disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms of Use, including, but not limited to any claim that all or any part of these Terms of Use are void or voidable, or whether a claim is subject to arbitration relating to your use of Services Provider or the Site, will be resolved by binding arbitration, rather than in court. The FAA, not law, shall govern the arbitrability of such disputes, including the class action waiver below. However, you and Company agree that the Province of Ontario law or Canada’s federal law shall apply to, and govern, as appropriate, any and all Claims or disputes arising between you and Company regarding these Terms of Use, Services Provider and the Site, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to choice of law principles. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator must follow the terms of these Terms of Use as a court would. THIS SECTION, INCLUDING THE PROVISIONS ON BINDING ARBITRATION AND CLASS ACTION WAIVER, SHALL SURVIVE ANY TERMINATION OF YOUR ACCOUNT OR THESE TERMS OF USE.
  4. Initiating Arbitration. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to the Company at 33 Forest Hill Drive, Richmond Hill, ON L4B 3C1. The arbitration will be conducted by an Arbitrator in accordance with the Arbitration Rules of the ADR Institute of Canada, Inc. (“Rules”) in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. Payment of all filing, administration and arbitrator fees will be governed by Schedule B of the Rules plus HST to ADRICs. The arbitration shall take place in Ontario, Canada or at such other venue (and pursuant to such procedures) as is mutually agreed upon. You can obtain procedures, rules, and fee information as follows: https://adric.ca/rules-codes/arbrules/.
  5. Fees. You and Company will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Company to pay a greater portion or all of such fees and costs in order for this Section to be enforceable, then Company will have the right to elect to pay the fees and costs and proceed to arbitration. Arbitration rules may permit you to recover attorneys’ fees. Company will not seek to recover attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
  6. Class Action Waiver. YOU AND COMPANY EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. ARBITRATION SHALL PROCEED SOLELY ON AN INDIVIDUAL BASIS WITHOUT THE RIGHT FOR ANY CLAIMS TO BE ARBITRATED ON A COLLECTIVE OR CLASS ACTION BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF OTHERS (“CLASS ACTION WAIVER”). CLAIMS MAY NOT BE JOINED OR CONSOLIDATED UNLESS AGREED TO IN WRITING BY ALL PARTIES. THIS WAIVER OF JURY TRIAL SHALL REMAIN IN EFFECT EVEN IF THE CLASS ACTION WAIVER IS LIMITED, VOIDED OR FOUND UNENFORCEABLE.
  7. Exclusions; Venue. Notwithstanding the agreement to resolve all disputes through arbitration, you or Company may bring suit in court to enjoin infringement or other misuse of intellectual property rights (including patents, copyrights, trademarks, trade secrets, and moral rights, but not including privacy rights). You or Company may also seek relief in small claims court for Claims within the scope of that court’s jurisdiction. In the event that the arbitration provisions above are found not to apply to you or to a particular Claim, either as a result of your decision to opt-out of the arbitration provisions or as a result of a decision by the arbitrator or a court order, you agree that the venue for any such Claim or dispute is exclusively that of a Canadian court located in Province of Ontario for the purpose of litigating all such Claims or any other disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms of Use or your use of Services Provider or the Site in the event that the arbitration provisions are found not to apply. In such a case, should Company prevail in litigation against you to enforce its rights under the Terms of Use, Company shall be entitled to its costs, expenses, and reasonable attorneys’ fees (whether incurred at or in preparation for trial, appeal or otherwise) incurred in resolving or settling the dispute, in addition to all other damages or awards to which Company may be entitled.
  8. Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR COMPANY WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR COMPANY MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH HEREIN) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES OR IT WILL BE FOREVER BARRED. “Commencing” means, as applicable: (i) by delivery of written notice as set forth herein; (ii) filing for arbitration with one (1) year as set forth herein; or (iii) filing an action [Specified jurisdiction] court. This provision will not apply to any legal action taken by Company to seek an injunction or other equitable relief in connection with any losses (or potential losses) relating to Services Provider or the Site, intellectual property rights of Company, and/or Company’s provision of Services Provider or the Site.
  9. Your Right to Opt-Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to: info@planax.co with the subject line “SERVICES PROVIDER ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of your first use of Services Provider or the Site (whichever is earlier), otherwise you shall be bound to arbitrate any disputes in accordance with the terms of these Terms of Use providing for binding arbitration. If you opt-out of these arbitration provisions, the Company also will not be bound by them.
32. Waiver and Severability
  1. No waiver by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
  2. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
33. Entire Agreement
The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Services Provider Technologies, Inc. with respect to the application Services Provider and its Site, https://www.planax.co and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to Services Provider and the Site. Your use of and access to the Company’s pages on social media platforms may also be subject to the respective terms of use and privacy policy of such platforms
34. Your Comments and Concerns
Services Provider is operated by OnTech Software Solutions Inc. Incorporated under the laws of Canada.

All other feedback, comments, requests for technical support and other communications relating to Services Provider should be directed to: support@planax.co