Privacy Policy

Subscription Services

BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT AND USING THE SOFTWARE YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE, THE TERMS “YOU” OR “YOUR” OR “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CODNITONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SOFTWARE. YOU MAY NOT ACCESS THE SOFTWARE IF YOU ARE SPLAN’s DIRECT COMPETITOR, EXCEPT WITH SPLAN’s PRIOR WRITTEN CONSENT. YOU MAY NOT ACCESS THE SOFTWARE FOR BENCHMARKING OR OTHER COMPETITIVE PURPOSES.

1. DEFINITIONS:
2. LICENSE RIGHTS:
3. LICENSE RESTRICTIONS

Except for the Open Source Components, all use of SPLAN source code is expressly prohibited by all types of Users under this Agreement. Except as expressly permitted under this Agreement, Customer may not: (i) distribute, disseminate, sublicense, copy, modify, reverse engineer, decompile, translate, dissemble or create a source code equivalent of the Software or Third Party Software or allow others to do so or (ii) use the Software or Third Party Software to provide software application services, time-sharing or service bureau services to third parties or (iii) disclose any SPLAN trade secret or Confidential Information. No right or license, express or implied, is granted hereunder for the use of any of SPLAN trade names, service marks or trademarks (collectively “Marks”) including without limitation, the distribution of Software utilizing any of SPLAN’s Marks. All rights not expressly granted under this Agreement are reserved by SPLAN. There are no implied rights granted herein.

4. PAYMENTS; FEES; EXPENSES; TAXES

Software Subscription Services fees (“Fees”) are described on the Order Schedule. If applicable, evaluation Fees are included on the Order Schedule and both Fees shall be subject to the terms and conditions of this Agreement. All travel expenses charged to Customer shall be reasonable and necessary to perform Services and upon Customer’s request, SPLAN shall provide written documentation to support the expenses. All Fees and expenses are due and payable by Customer thirty (30) days from the date of SPLAN’s invoice. In the event Customer has received any type of discounts on Fees and Customer fails to pay SPLAN as agreed under the terms of this Agreement, any and all discounts shall be on the Order Schedule. Undisputed overdue payments shall bear interest at a rate of 1½% per month or the maximum rate allowed by applicable law. All amounts payable under this Agreement are exclusive of all sales, use, and other taxes. Customer is responsible for all taxes assessed in connection with this Agreement, including sales, use, excise, value-added or governmental charges imposed on the licensing or the use of the Software. SPLAN shall be responsible for its own income taxes.

5. DELIVERY

SPLAN agrees to deliver the Software specified on the Order Schedule by electronic means at a site designated by SPLAN. Customer will be deemed to have accepted the Software and Documentation on the date Customer is granted access to download such items.

6. MAINTENANCE SERVICES

Maintenance Services for the Software included in the Subscription Services shall be provided by SPLAN for the Software so long as Customer has paid all applicable Fees for the Software and Subscription Services.

7. AUDIT

Customer agrees to implement reasonable controls to ensure compliance with the intended use of the Software and Subscription Services authorized by this Agreement. SPLAN reserves the right to perform a compliance audit of Customer’s use of the Software and exact number of Users, and/or Server(s), Business Third Parties, Employees and Customer Affiliate Users any time during Customer’s normal business hours, upon reasonable written notice and at SPLAN’s expense.

8. LIMITED WARRANTIES AND DISCLAIMERS:
9. INDEMNIFICATION

SPLAN will defend Customer for all costs and damages finally awarded, including reasonable attorney’s fees and expenses, arising from a claim by a third party (who is not a party to this Agreement) that the SPLAN proprietary Software furnished and used within the scope of this Agreement infringes a copyright or patent, provided that: (i) Customer notifies SPLAN promptly in writing of the claim; (ii) SPLAN has sole control of the defense and all related settlement negotiations and (iii) Customer provides SPLAN with assistance, information and authority necessary to perform the above. SPLAN shall have no liability for any claim of infringement based on alterations or modifications of the Software, unless authorized and under the direction of SPLAN, or the combination, operation, or use of any Software furnished under this Agreement with programs or data or hardware not furnished or authorized in writing by SPLAN, if such infringement would have been avoided by the use of the Software without such programs or data or hardware. In the event the Software is held to infringe or Customer’s use of the Software is enjoined, SPLAN shall have at its option and expense the right to (a) modify the Software to be noninfringing; (b) obtain for Customer a license to continue using the Software; (c) substitute the Software with other substantially similar software reasonably suitable to Customer; or (d) if none of the foregoing remedies are commercially feasible, terminate the license for the infringing Software, refund the pro rata portion of the license Fees actually paid by Customer over a three (3) year term from the Effective Date. THE ABOVE STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND SPLAN’s SOLE AND EXCLUSIVE OBLIGATION WITH RESPECT TO THE INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

10. LIMITATION OF LIABILITY

EXCEPT AS PROVIDED FOR IN THE INDEMNIFICATION SECTION, IN NO EVENT SHALL SPLAN’s OR IT’S SUPPLIERS HAVE ANY LIABILITY TO CUSTOMER FOR DAMAGES OF ANY NATURE WHATSOEVER (DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL) INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE ARISING FROM OR ASSICIATED IN ANY WAY WITH THE SOFTWARE, THIRD PARTY SOFTWARE OR SUBSCRIPTION SERVICES CUSTOMER’S USE OF THE SOFTWARE OR SUBSCRIPTION SERVICES, EVEN IF SPLAN IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES AGREE TO THE ALLOCATION OF LIABILITY RISK, WHICH IS SET FORTH IN THIS SECTION. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTIAL OR CONSEQUESNTIAL DAMAGES, AND AS A CONSEQUNECE SOME OF THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER.

11. TITLE; OWNERSHIP; EQUITABLE RELIEF.
12. CONFIDENTIALITY.

Confidential Information means (i) the Software, Order Schedule(s) and prices, terms in this Agreement; and (ii) any non-public information, data or know-how or intellectual property that has been disclosed by a party to this Agreement to the other party in writing, orally or by access to the disclosing party’s premises and identified by the disclosing party as confidential or proprietary. With respect to Confidential Information, the receiving party shall (i) use it solely for the purposes specifically provided in this Agreement; and (ii) not disclose it to a third party, other than employees on a need to know basis or consultants, affiliates, agents or subcontractors (third parties) under nondisclosure agreements at least as strict as this Agreement, provided that such third parties are not competitors of the disclosing party, for a period of five (5) years from the date of disclosure or in perpetuity if the Confidential Information constitutes a trade secret under applicable law. The receiving party is liable for any misuse of Confidential Information by third parties. The foregoing obligations do not apply to information that (a) was rightfully in the possession of, or was known by, the receiving party prior to its receipt from the disclosing party, free of any obligation of confidence; (b) is or becomes generally known to the public without violation of this Agreement; (c) is obtained by the receiving party from a third party, without an obligation to keep such information confidential; or (d) is independently developed by the receiving party without use of the Confidential Information. This section will not affect any other nondisclosure agreement between the parties. In the event the receiving party is required to disclose Confidential Information pursuant to a judicial or governmental order, or valid subpoena, such party will promptly notify the other party to allow intervention in response to such order. In the event the Customer is authorized by SPLAN to evaluate the Software as described in an Order Schedule, said results of the evaluation by Customer are deemed Confidential Information under this Agreement.

13. TERM; TERMINATION.
14. ASSIGNMENT

Except pursuant to a merger, acquisition or business combination, a party may not assign this Agreement by operation of law or otherwise, without the prior written consent of the other party, which will not be unreasonably withheld. Any prohibited assignment or sublicense or transfer shall be null and void. This Agreement will be binding upon the successors and assigns of both parties. This Agreement shall not be assignable under any circumstances whatsoever during the Evaluation Term.

15. GOVERNING LAW.

This Agreement shall be governed and construed by the laws of the State of California, excluding its conflict of law rules.

16. ENTIRE AGREEMENT

This Agreement, together with the Schedules constitutes the entire agreement between the parties regarding Customer’s use of the Software and/or Subscription Services. No purchase orders, other Customer ordering documentation, email or any hand written or typewritten text which purports to modify or supplement this Agreement shall add to or vary the terms and conditions of this Agreement. Upon the execution by both parties, Schedule(s) shall be deemed incorporated into this Agreement. This Agreement replaces and supersedes any prior verbal understanding, written communications or representations made by the parties regarding the subject matter contained in this Agreement.

17. COMPLIANCE

Customer will comply with all applicable laws and regulations in its use of the Software and Subscription Services. Customer may not export, re-export or otherwise transfer the Software except in full compliance with all applicable laws and regulations, including but not limited to the U.S. Export Administration Act and Regulations.

18. AMENDMENT

The parties may enter into a written amendment and or Order Schedule. No inconsistent, additional or different terms in another document will have any force or effect unless such terms are incorporated into a formal amendment to this Agreement signed by both parties. If applicable, at the end of the Evaluation Term, a new Order Schedule is required to continue any use of the Software in the Subscription Services.

19. GENERAL.

Customer shall approve a mutually agreeable press release, which contains at least one quote from an executive of Customer, within thirty (30) days for the Effective Date. In the event SPLAN issues a press release which includes a Customer quote, SPLAN will obtain Customer’s prior written consent. Customer hereby agrees SPLAN may list Customer’s name on its list of customers using the Software and Subscription Services. Notices shall be in writing, sent to the addresses listed on the applicable Schedule and sent by overnight mail, courier, first-class mail or facsimile (followed by confirmation copy by mail), and are deemed received upon delivery. The parties shall not be liable for any failure to perform due to causes beyond its reasonable control. The failure to enforce any right will not be deemed a waiver of such or any other right, including the right to enforce a subsequent breach of the same obligation. In the event that any part of this Agreement is found to be unenforceable, the remainder shall continue in effect and such part shall be changed and interpreted so as to best accomplish the objectives of such part to the extent permissible by law and consistent with the intent of the parties as of the Effective Date. The parties are independent contractors and this Agreement will not be construed as a teaming agreement or joint venture.

Contact Information:

If you have any questions or comments about our subscription license terms as outlined above, you can contact us at info@splan.com

SPLAN Inc
5500 Stewart Ave, Suite# 102,
Fremont, CA 94538 (USA)
Phone: 510-320-3305 | info@splan.com
www.splan.com
Copyright 2016 SPLAN, Inc.