End User License Agreement
This End User License Agreement (this “Agreement”) is hereby entered into and agreed upon by you (“you,” or “your”) and PLOT Communications, Inc. (“PLOT,” “we,” or “us”). By signing up for an account and accepting these terms, or otherwise downloading, accessing, or using the PLOT
communications platform (the “Platform”), you hereby accept and agree to be bound by this Agreement as of the date any one of the foregoing activities first occurs. PLOT PROVIDES THE PLATFORM SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH SUCH TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE PLATFORM. BY PROCEEDING YOU ARE INDICATING YOUR AGREEMENT TO BE GOVERNED BY THIS AGREEMENT IN ITS ENTIRETY.
1. YOUR RELATIONSHIP TO US
1.1. Authorized User. If your employer or another third party (a “Customer”) has invited you to join a project workspace (“Project Hub”) or a team workspace (“Team Hub”), then by accepting the invitation and receiving access to the Platform, you become an “Authorized User”. Customer has separately entered into a written agreement with us (the “Customer Agreement”) that permitted Customer to create and configure a Project Hub or Team Hub and to invite Authorized Users to join these workspaces.
1.2. Your Representations. The Platform is not intended for and should not be used by anyone under the age of sixteen. You represent that you are over the legal age and are the intended recipient of Customer’s invitation to the Platform. You may not access or use the Platform for any purpose if either of the representations in the preceding sentence are not true. Without limiting the foregoing, you must be of legal working age.
2. THE PLATFORM
2.1. License Grant. Subject to your compliance with this Agreement, PLOT grants to you a limited, personal, non-assignable, non-transferable, non-sublicensable, non-exclusive right to access and use the Platform and any printed or online written guides and documentation made available by PLOT to you in conjunction with the Platform (the “Documentation” and together, with the Platform, the “Solution”) during the Term (as defined in Section 4.1).
2.2. Your Responsibilities. You shall (a) use the Solution only in accordance with this Agreement and any laws, regulations, rules, ordinances, and government orders (“Laws”) applicable to the use of or access to the Solution; and (b) prevent unauthorized access to or use of Solution and notify us promptly of any such unauthorized access or use. You are responsible for any activity originating from your account, regardless of whether you authorized such activity.
2.3. Use Restrictions. Your use of the Solution and the rights granted to you in this Agreement are subject to compliance with the restrictions set forth in this Section. You shall not, and you shall not permit, assist, authorize, or encourage any third party to:
(a) sell, resell, license, sublicense, distribute, copy, reproduce, rent, or lease the Solution, or include the Solution in a service bureau or outsourcing offering, or otherwise make the Solution available to, or use the Solution for the benefit of, any third party;
(b) access the Solution for purposes of monitoring availability, performance, or functionality, to build a competitive product or service, or for any other benchmarking or competitive purposes;
(c) use the Solution to store or transmit (i) infringing, libelous, or otherwise unlawful or tortious material, (ii) material in violation of third-party privacy rights, or (iii) code, files, scripts, agents, or programs intended to do harm, including without limitation viruses, worms, time bombs, trojan horses, malware, vulnerabilities, advanced persistent threats, exploits, code injections, and targeted attacks;
(d) disrupt, disable, or interfere with the integrity or performance of the Solution or third-party data contained therein;
(e) permit direct or indirect access to or use of the Solution in a way that circumvents any usage limit or attempt to gain unauthorized access to the Solution or its related systems or networks;
(f) modify, translate, adapt, merge, or make derivative works of the Solution, or frame or mirror any part of the Solution;
(g) reverse engineer, decompile, disassemble, or otherwise reduce to human perceivable form any software made available or used in the provision of the Solution, except and only to the extent that such activity is expressly permitted by applicable Law notwithstanding this limitation;
(h) remove or alter PLOT’s copyright notices, trademarks, or other proprietary rights notices affixed to or contained within the Solution;
(i) access or use any manual or automated software devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from the Solution;
(j) impersonate or misrepresent its affiliation with any person or entity including, but not limited to, claiming a project on the Platform that you do not have a relationship with; and
(k) use the Solution in a way that violates any Laws or restrictions set forth in the Documentation.
2.4. Open Source. The Solution may include programs or code that are licensed under an open
source software (“OSS”) license model. OSS programs and code are licensed under and are
subject to the terms and conditions of the applicable OSS license. Nothing in this Agreement
limits your rights under, or grants rights that supersede, the terms and conditions of any
applicable end user license for the OSS.
3. YOUR DATA AND PROPRIETARY RIGHTS
3.1. Your Data. You acknowledge and agree that any and all data, files, content, and other information that you submit to a Project Hub or Team Hub (collectively, the “Shared Customer Data”) is owned by the administrator or collectively by the team members of such Project Hub or Team Hub. Any Shared Customer Data that you provide prior to leaving a Project Hub or Team Hub will remain viewable to the other team members. Excluding Shared Customer Data, you are the sole owner of any data, files, content, and other information that you submit to PLOT directly (“Other Customer Data” and together with Shared Customer Data, “Customer Data”). You are solely responsible for the accuracy and legality of the Customer Data and for ensuring that you have the necessary rights to include any personal data in the Customer Data. You grant PLOT and its service providers a non-exclusive, worldwide license to use, copy, display, and distribute the Customer Data as necessary to improve and provide the Solution, to provide support services, and to comply with legal and regulatory requirements.
3.2. Protection of Customer Data. PLOT shall maintain appropriate and reasonable organizational, technical, and physical safeguards designed to protect the security, availability, and confidentiality of Customer Data. PLOT shall only process Customer Data to provide the Solution, to prevent or address service or technical problems, to investigate and help prevent security issues and abuse, as required by applicable Law, or as otherwise expressly permitted in this Agreement. PLOT’s use and handling of your personal data shall comply with the terms of PLOT’s privacy policy available on its website.
3.3. Suggestions. You hereby grant to PLOT a worldwide, perpetual, irrevocable, royalty-free, non- exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner any suggestion, enhancement request, recommendation, correction, or other feedback that you provide relating to the Solution.
3.4. Aggregated Data. We reserve the rights to: (a) collect information about your use of theSolution, (b) analyze the Customer Data, and (c) aggregate such information and analysis (the “Aggregated Data”). Aggregated Data shall: (y) be anonymized in a manner that ensures that such information or analysis is not attributable to you; and (z) not contain any Customer Data. You acknowledge and agree that the Aggregated Data may be shared by PLOT with third parties for any business purpose.
3.5. Reservation of Rights. As between you and PLOT, PLOT is the sole owner of the Solution (including all software, workflow processes, user interfaces, designs, know-how, and other technologies made available as part of the Solution but excluding any Customer Data stored in the Solution), the Aggregated Data, and all intellectual property rights in or to any of the foregoing. Subject to the limited rights expressly granted hereunder, PLOT and its licensors reserve all right, title and interest in and to the Solution and the Aggregated Data. No rights are granted to you hereunder other than as expressly set forth herein.
4. TERM AND TERMINATION
4.1. Term. This Agreement remains effective until Customer’s subscription for you expires or terminates, or your access to the Platform has been terminated by you, Customer or us (the “Term”). Please contact us if at any time or for any reason you wish to terminate your account.
4.2. Termination. You may terminate this Agreement at any time by deactivating your account and discontinuing your use of the Solution. PLOT may suspend or terminate your account or cease providing you with all or any part of the Solution at any time if we reasonably believe: (a) you have violated this Agreement; or (b) your use of the Solution is in violation of applicable Laws or you are using the Solution for an otherwise unlawful purpose. Notwithstanding the foregoing, PLOT will use commercially reasonable efforts to (x) provide you with prior notice of any situation that we are aware of that could lead to a right to terminate as described in this Section, and (y) work with you to remedy any situation that could lead to a right to terminate if such situation can be remedied.
4.3. Effects of Termination. Upon expiration or termination of this Agreement, the license granted hereunder shall also terminate, and you shall cease using and destroy all copies of the Platform and Documentation. Those provisions contained in this Agreement that by their nature are intended to survive termination or expiration of this Agreement shall so survive.
5. DISCLAIMERS. YOUR USE OF THE SOLUTION IS AT YOUR OWN RISK. PLOT MAKES NO WARRANTY REGARDING RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF THE SOLUTION. PLOT DOES NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. PLOT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
6. LIMITATION OF LIABILITY. IN NO EVENT WILL PLOT OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT SUCH PARTY HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. PLOT AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS’ AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SOLUTION OR THIS AGREEMENT WILL AT ALL TIMES BE LIMITED TO ONE HUNDRED DOLLARS ($100.00). THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND DO NOT LIMIT PLOT’S RIGHT TO SEEK AND OBTAIN EQUITABLE RELIEF.
7. GENERAL TERMS
7.1. Entire Agreement. This Agreement, together with all documents that are incorporated by reference herein, constitutes the sole and entire agreement between you and PLOT with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. To the extent of any conflict or inconsistency between this Agreement and the Customer Agreement, the Customer Agreement will prevail with respect to a Customer and this Agreement will prevail with respect to you. If you are both an Authorized User and a Customer, then the Customer Agreement will prevail to the extent of a conflict. This Agreement creates no third party beneficiary rights.
7.2. Governing Law; Venue. This Agreement will be governed and construed in accordance with the laws of the State of Kansas without regard to any conflict of laws principles that would require the application of the laws of another jurisdiction. Any dispute arising under or in connection with this Agreement will be heard exclusively in the state and federal courts located in Wichita, Kansas. Each party hereby expressly and irrevocably consents, and waives any objection, to the venue and convenience of such courts.
7.3. Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
7.4. Severability. If a provision is found unenforceable the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted reflecting the intent as closely as possible.
7.5. Assignment. You shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without PLOT’s prior written consent, which consent PLOT may give or withhold in its sole discretion. Any purported assignment, delegation, or transfer in violation of this Section is void. PLOT may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without your consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
7.6. Notice. All notices required under this agreement must be in writing and are considered effective: (i) if given by email, upon confirmed receipt, or (ii) three business days after mailing, when sent via certified mail, return receipt requested or postage prepaid. Notices to PLOT must be sent to the following address or email address:
PLOT Communications, Inc.
Attention: Chief Executive Officer
334 St Francis Ave,
Wichita, Kansas 67202
Email: info@getplot.com
7.7. Modifications. As our business evolves, we may change this Agreement. If we make a material change to this Agreement, we will provide you with reasonable notice prior to the change taking effect either by emailing the email address associated your account or by including notice on the Platform. Any material revisions to this Agreement will become effective on the date set forth in our notice, and all other changes will become effective on the date we publish the change. If you use the Platform after the effective date of any changes, that use will constitute your acceptance of the revised Agreement.
