These 'Software as a Service' Terms and Conditions ("SaaS Terms") set forth the terms and conditions under which Planet Wealth, Inc. (the "Service Provider") grants to you (the "Customer") the right to use the Planet Wealth website. No Customer will be permitted use of Planet Wealth who has not agreed to have the Customer's relationship with the Service Provider governed by these SaaS Terms.
Service Provider and Customer hereby agree as follows:
2. LICENSE GRANT AND RIGHT OF USE: THE WEBSITE
2.1 Registration. In order to use the Planet Wealth website, you will have to create an account by providing the information and supporting documentation, if any, called for on the registration page of the website. By creating an account, you affirm that you are more than 18 years of age. Upon the Service Provider's acceptance of your registration, you will be provided access codes to enable you to access the Planet Wealth website directly.
2.2 License Grant. Subject to all limitations and restrictions contained herein, Service Provider grants Customer a nonexclusive and nontransferable right to access Planet Wealth, to view any content located therein, and to utilize any functionality provided therein, except such as is expressly limited by a qualification requirement or a subscription requirement. Any Services for which Issuer subscribes will also be provided subject to these Saas Terms and any other terms and conditions as may be specified in the documentation relating to such Services.
2.3 Restrictions on Reverse Engineering. In no event will Customer disassemble, decompile, or reverse engineer Planet Wealth, any application located in Planet Wealth, or any Confidential Information (as defined herein) or permit others to do so. Disassembling, decompiling, and reverse engineering include, without limitation: (i) converting Planet Wealth or any portion thereof from a machine-readable form into a human-readable form; (ii) disassembling or decompiling Planet Wealth by using any means or methods to translate machine-dependent or machine-independent object code into the original human-readable source code or any approximation thereof; (iii) examining the machine-readable object code that controls Planet Wealth's operation and creating the original source code or any approximation thereof by, for example, studying Planet Wealth's behavior in response to a variety of inputs; or (iv) performing any other activity related to Planet Wealth that could be construed to be reverse engineering, disassembling, or decompiling.
2.4 Copyright Restrictions. The misuse of any Content (including in violation of any applicable laws, rules, or regulations of the SEC) is strictly prohibited. The Service Provider hereby grants you a non-exclusive, limited, personal, non-transferable, revocable license to access and use the Content, without right to sublicense, under the following conditions: (a) you shall not, without the Service Provider's express written consent, distribute text or graphics to others, (b) you shall not, without the Service Provider's express written consent, copy and retransmit, disseminate, broadcast, circulate, or otherwise distribute Content on any other server, or modify or re-use all or any part of the Content on this system or any other system, (c) you shall not use any tradename, trademark, or brand name of the Service Provider in metatags, keywords and/or hidden text, (d) you shall not, without the Service Provider's express written consent, copy, distribute, modify, transmit, perform, reuse, re-post, or otherwise display the Content, in whole or in part, for public or commercial purposes and shall not modify, translate, alter or create any derivative works thereof, (e) you shall not create derivative works from the Content or commercially exploit the Content, in whole or in part, in any way, (f) you shall not use Planet Wealth, the Content, or any portion thereof, in any manner that may give a false or misleading impression, attribution or statement as to the Service Provider, the Owner, or any third party referenced therein, and (g) you shall use the Content, any Confidential Information, and/or any other aspect of the Website or accessible via the Website for lawful purposes only. We reserve all other rights. You do not acquire ownership rights to any Content, and the Service Provider's posting of the Content on Planet Wealth does not constitute a waiver of any right in such Content. You shall not alter, remove or obscure any copyright notice, digital watermarks, proprietary legends or any other notice included in the Content.
2.5 Restrictions on Use. Customer shall not: (i) distribute, rent, lease, sublicense or transfer any of the Services, (ii) use any of the Service in a service bureau, outsourcing or time-sharing environment, or otherwise commercially exploit the Services; (iii) conduct an Offering in any manner that violates federal or state laws or regulations relating to the sale of securities; (iv) transmit through use of the Services unlawful, libelous, tortious, infringing, defamatory, threatening, or obscene material; (v) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (vi) attempt to gain unauthorized access to the Services, computer systems, or networks related to the Services; or (vii) harass or interfere with another customer's use of the Service.
2.6 Authorized Users. "Authorized Users" of the Services will consist only of Customer and, with Customer's permission, any other officer or manager of the Issuer.
2.7 Third Party Software. The Services may contain third party software that requires notices and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions may be requested from Service Provider and are made a part of and incorporated by reference into these SaaS Terms. By accepting these SaaS Terms, Customer is also accepting the additional terms and conditions, if any, set forth therein.
3.1 Service Availability. Service Provider will use reasonable efforts to achieve Service Provider's availability goals as advertised by Service Provider from time to time.
3.2 Security. Service Provider will implement and maintain appropriate technical and organizational measures to ensure a level of security appropriate to the Customer Data under this Agreement. Taking into account costs of implementation, the nature, scope, context and purposes of data collection, and any potential risks to the rights and freedoms of natural persons, these measures include: (a) the encryption of Customer Data; (b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; (c) the ability to restore the availability and access to Customer Data in a timely manner in the event of a physical or technical incident; and (d) a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing of Customer Data. In assessing the appropriate level of security, Service Provider shall take into account the state of the art, the costs of implementation and the risks that are presented by the collection and processing of Customer Data, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data transmitted, stored or otherwise processed.
4.1 Reservation of Service Provider Rights. By agreeing to the SaaS Terms, Customer irrevocably acknowledges that, subject to the licenses granted herein, Customer has no ownership interest in Planet Wealth or any portion thereof or in any Service Provider materials provided to Customer or in any Service Provider Technology. Service Provider will own all right, title, and interest in the LaunchPro, Service Provider materials and Service Provider Technology, subject to any limitations associated with intellectual property rights of third parties. Service Provider reserves all rights not specifically granted herein.
4.2 Marks and Publicity. Service Provider and Customer trademarks, trade names, service marks, and logos, whether or not registered ("Marks"), are the sole and exclusive property of the respective owning party, which owns all right, title and interest therein. Service Provider may: (i) use the Customer's name and/or logo within product literature, press release(s), social media, and other marketing materials; and/or (ii) make such other use of the Customer's name and/or logo as may be agreed between the parties. Additionally, Service Provider may include Customer's name and/or logo within its list of customers for general promotional purposes. Service Provider shall comply with Customer's trademark use guidelines as such are communicated to the Service Provider in writing and Service Provider shall use the Customer's Marks in a manner which is consistent with industry practice. Neither party grants to the other any title, interest or other right in any Marks except as provided in this Section.
4.3 Customer Data and Customer Property. As between Customer and Service Provider, all rights, title and interest in all Customer Data and Customer Property, including any and all IP Rights therein, are the sole property of Customer and, except as expressly provided for in this Agreement, no rights are granted to Service Provider in Customer Data. Notwithstanding the prior sentence, Service Provider shall have the right to collect, use and sell Personal Information to the extent that the Customer has affirmatively consented to such collection, use and sale.
4.4 Limited Right to Host Customer Data and Property. Customer acknowledges and agrees that, solely in connection with Service Provider's provision of the Services, Service Provider is hereby granted a limited, revocable, nonexclusive, internal, and royalty-free license to host and maintain Customer Data and Customer Property for the strict limited purposes of delivering the Services to Customer and supporting Customer's use of the Services. (By way of example, Service Provider is permitted to store, maintain and display within Customer's website any logos provided by Customer to 'brand' Issuer's Offering.)
4.5 Suggestions; Feedback; Anonymized Data. Service Provider shall have the right to use or act upon any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Customer relating to the Services to the extent it does not include Customer Data. Service Provider may gather statistical data, analytics, trends and other aggregated or otherwise de-identified data derived from Customer and its Investors' use of the Services provided that such data does not allow Customer Data to be separated from the aggregated data and identified as relating to Customer or its Investors ("Anonymized Data"), and Service Provider may use this Anonymized Data to analyze and understand how the Services are used.
5.1 No Malicious Code. To the knowledge of Service Provider, Planet Wealth does not contain any malicious code, program, or other internal component (e.g. computer virus, computer worm, computer time bomb, or similar component), which could reveal, damage, destroy, or alter any data or other information accessed through or processed by Planet Wealth in any manner. This warranty will be considered part of and covered under the provisions of these SaaS Terms. Customer must: (i) notify Service Provider promptly in writing of any nonconformance under this warranty; (ii) provide Service Provider with reasonable opportunity to remedy any nonconformance under the provisions of these SaaS Terms; and (iii) provide reasonable assistance in identifying and remedying any nonconformance.
5.2 Services Warranty. Service Provider warrants that all Services performed hereunder shall be performed in a workmanlike and professional manner.
5.3 Disclaimer of Warranties. ANY AND ALL OF PLANET WEALTH, INCLUDING LAUNCHPRO, SERVICES, AND ANY OTHER TECHNOLOGY OR MATERIALS PROVIDED BY SERVICE PROVIDER TO THE CUSTOMER ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. EXCEPT AS OTHERWISE EXPRESSLY STATED IN SECTION 6 OF THESE SAAS TERMS. SERVICE PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. NEITHER SERVICE PROVIDER (NOR ANY OF ITS SUBSIDIARIES, AFFILIATES, SUPPLIERS OR LICENSORS) WARRANTS OR REPRESENTS THAT THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. CUSTOMER ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF CUSTOMER'S PRIVACY, DATA, CONFIDENTIAL INFORMATION, AND PROPERTY.
6.1 Service Provider Indemnity. Service Provider will defend, indemnify, and hold Customer harmless against any loss or damage, expense or liability (including without limitation reasonable attorney's fees and court costs and related legal expenses incurred in defending against such claim) incurred in connection with claims, demands, suits, or proceedings ("Claims") made or brought against Customer by a third party alleging that Planet Wealth or other Services infringe, misappropriate or otherwise violate any patent, copyright, trademark, or other IP Rights of a third party; provided, that Customer (a) promptly gives written notice of the Claim to Service Provider (provided, however, that failure to so notify shall relieve Service Provider of its liability to Customer only to the extent that Service Provider is prejudiced thereby); (b) gives Service Provider sole control of the defense and settlement of the Claim (provided that Service Provider may not settle or defend any Claim unless it unconditionally releases Customer of all liability, does not impose any financial obligation on Customer or require Customer to take or refrain from taking any action, and such defense or settlement does not materially adversely impact Customer); and (c) provides to Service Provider, at Service Provider's sole cost, all reasonable assistance requested by Service Provider in the defense and settlement of the Claim. Service Provider shall have no obligations to Customer under this Section 6.1 to the extent such Claims arise from Customer's or Issuer's breach of this Agreement or from the combination of the Services with any of Customer's products, services, hardware or business processes.
6.2 Remedies. Should Planet Wealth become, or in Service Provider's opinion is likely to become, the subject of a claim of infringement, Service Provider may, at its option, (i) obtain the right for Customer to continue using Planet Wealth, (ii) replace or modify Planet Wealth so it is no longer infringing or reduces the likelihood that it will be determined to be infringing, or (iii) if neither of the foregoing options is commercially reasonable, terminate the access and use of Planet Wealth. Upon such termination, Customer shall cease accessing Planet Wealth and Service Provider will refund to Customer, as Customer's sole remedy for such license termination, any subscription fees paid by Customer for the terminated license. THIS SECTION 7.2 STATES THE ENTIRE LIABILITY OF SERVICE PROVIDER WITH RESPECT TO ANY CLAIM OF INFRINGEMENT REGARDING PLANET WEALTH.
6.3 Customer Indemnity. Customer agrees to defend, indemnify, and hold Service Provider and its officers, directors, employees, consultants, and agents harmless from and against any and all damages, costs, liabilities, expenses (including, without limitation, reasonable attorneys' fees), and settlement amounts incurred in connection with any claim arising from or relating to: (i) Customer's breach of any of its obligations set forth in Section 10 (Customer Obligations); (ii) Customer's gross negligence or willful misconduct; (iii) actual or alleged use of the Services in violation of these SaaS Terms or applicable law by Customer or Issuer; (iv) any actual or alleged infringement or misappropriation of third party intellectual property rights arising from data provided to Service Provider by the Customer or otherwise inputted into Planet Wealth by Customer; and/or (v) any violation by Customer or Issuer of any terms, conditions, agreements or policies of any third party service provider.
6.4 Indemnification Procedures. Each indemnifying party's obligations as set forth in this Section are subject to the other party: (i) giving the indemnifying party prompt written notice of any such claim or the possibility thereof; (ii) giving the indemnifying party sole control over the defense and settlement of any such claim; and (iii) providing full cooperation in good faith in the defense of any such claim.
7. LIMITATION OF LIABILITY
7.1 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SERVICE PROVIDER BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), ATTORNEYS FEES AND COSTS, OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF THE FEES PAID BY CUSTOMER FOR THE SERVICES WHICH GAVE RISE TO SUCH DAMAGES.
7.2 Disclaimer of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SERVICE PROVIDER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO, ATTORNEYS FEES AND COSTS, BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL.
7.3 THE FOREGOING LIMITATIONS APPLY EVEN IF SERVICE PROVIDER IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
8. TERMINATION OF LICENSE
8.1 Termination by Service Provider. These SaaS Terms and any license created hereunder may be terminated by Service Provider: (i) if Customer violates any restriction or limitation on use of Planet Wealth imposed on Customer by these Terms and Conditions, (ii) if Customer fails to make any payments due hereunder within fifteen (15) days of the due date; (iii) on thirty (30) days written notice to Customer if Customer fails to perform any other material obligation required of it hereunder, and such failure is not cured within such thirty (30) day period; or (iv) Customer files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt. Upon termination, Service Provider may immediately cancel the Customer's access codes.
8.2 Termination by Customer. Customer may terminate any Subscription on thirty (30) days written notice to Service Provider if Service Provider fails to perform any material obligation required of it hereunder or thereunder, and such failure is not cured within ninety (90) days from Service Provider's receipt of Customer's notice of such failure or a longer period if Service Provider is working diligently towards a cure.
8.3 Effect of Termination. Upon termination of these SaaS Terms, Customer shall no longer access the Software and Customer shall not circumvent any security mechanisms contained therein. Upon termination by Customer pursuant to Section 9.2, Service Provider shall refund to Customer any fee paid with respect to the Offering. Within thirty (30) days after the date of termination of this Agreement, Service Provider shall remove all Customer Data any media and shall securely destroy or securely erase such media.
8.4 Other Remedies. Termination of SaaS Terms will not limit either party from pursuing other remedies available to it, including injunctive relief, nor will termination by Service Provider pursuant to Section 8.1 relieve Customer's obligation to pay all fees that have accrued or are otherwise owed by Customer under these SaaS Terms.
9. CUSTOMER OBLIGATIONS
9.2 Protection of Access Codes. The Customer shall be obliged to keep the login names and the passwords required for the use of Planet Wealth confidential, to keep them in a safe place, and to protect them against unauthorized access by third parties with appropriate precautions
9.3 Service Provider Remedies. Service Provider has the right (but not the obligation) to suspend access to Planet Wealth or remove any data or content transmitted via Planet Wealth without liability (i) if Service Provider reasonably believes that Planet Wealth is being used in violation of these SaaS Terms or applicable law, (ii) if requested by a law enforcement or government agency or otherwise to comply with applicable law, provided that Service Provider shall use commercially reasonable efforts to notify Customer prior to suspending the access to Planet Wealth as permitted under these SaaS Terms, or (iii) as otherwise specified in these SaaS Terms. Information on Service Provider's servers may be unavailable to Customer during a suspension of access to Planet Wealth. Service Provider will use commercially reasonable efforts to give Customer at least twelve (12) hours' notice of a suspension unless Service Provider determines in its commercially reasonable judgment that a suspension on shorter or contemporaneous notice is necessary to protect Service Provider or its customers.
10.1 Assignment. Customer may not assign any license created hereunder whether by operation of law, change of control, or in any other manner, without the prior written consent of Service Provider. Any purported assignment of any license or rights in violation of this Section will be deemed void. The Service Provider may assign, in whole or in part, its rights, interests, and obligations hereunder without limitation.
10.2 No Benefit to Others. The representations, warranties, covenants, and agreements contained in these SaaS Terms are for the sole benefit of the Parties and their respective successors and permitted assigns, and they are not to be construed as conferring any rights on any other persons.
10.3 Notices. Any notice required under these SaaS Terms shall be given in writing and will be deemed effective upon delivery to the party to whom addressed. All notices shall be sent to the applicable address specified in Planet Wealth. Any notice of material breach will clearly define the breach including the specific contractual obligation that has been breached.
10.4 Force Majeure. Service Provider will not be liable to Customer for any delay or failure of Service Provider to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of Service Provider. Such causes will include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, or delays by Customer in providing required resources or support or performing any other requirements hereunder.
10.6 No Waiver. No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.
10.7 Independent Contractor. Service Provider is a contractor independent of Customer and nothing in these SaaS Terms will be deemed to make Service Provider an agent, employee, partner, or joint venturer of Customer. Neither party will have authority to bind, commit, or otherwise obligate the other party in any manner whatsoever.
10.8 Governing Law. The laws of the State of Delaware, USA govern the interpretation of these SaaS Terms, regardless of conflict of laws principles.