Last Revised: October 20, 2013
Plantangible and Customer are sometimes referred to collectively in this Agreement as the “Parties.” Plantangible desires to offer to Customer, and Customer desires to purchase from Plantangible the below described Services. Therefore, in consideration of the mutual promises herein contained, the parties hereto agree as follows:
Application: web based development created by Plantangible to provide Customer access to the Services.
Customer Data: any data generated by Customer or Customer’s Users in conjunction with use of the Services.
Customer’s Users: Customer’s officers, employees, agents and representatives, and any third parties Customer allows to access the Application via Customer’s login.
Intellectual Property: all intellectual property rights, including without limitation, any inventions, works of authorship or other intellectual property protectable under federal or state patent, trademark, tradename, copyright, trade secret or any other intellectual property law.
LP Account: the web base user account that provides a quoting and organization solution to landscape professionals.
Beta Launch: the “soft launch” of the LP account. Customer will have a user account and will be able to start creating and tracking actual jobs in their account. Launch is tentatively scheduled for March 2014.
Full Launch: The Launch of the Plantangible Landscape Professional account to all Landscape Professionals. The full launch will be communicated to the customer by Plantangible. Launch tentatively scheduled for August 2014
LP Demo Phase Account: the limited time offer of the LP account at the rates listed in this agreement.
Services: web based application provided by Plantangible related to LP quoting and organization solutions.
Customer represents and agrees that Customer is solely responsible for the accuracy, integrity, legality, reliability, and appropriateness of all Customer Data and Customer will require its Users to comply with all applicable laws in using the Services and will not use any Customer Data for any unlawful purposes.
Access to Services, Security, and Delivery of Data
Prior to receiving access to the Services, Customer must set up an account with Plantangible and provide Plantangible with valid and current contact information. Customer agrees to update its contact information with Plantangible throughout the Term and any renewal thereof.
Customer is responsible for choosing a secure password for its account and for keeping the password secret.
Customer will ensure that all Customer Data is in the form required by the Services/Applications.
Intellectual Property Rights
Plantangible’s Intellectual Property: Plantangible, and any and all of its third party licensors (as appropriate), shall retain all rights to Plantangible’s Intellectual Property in the Services, Applications, and Application Data. Except as expressly set forth herein, Plantangible has not granted Customer any right, title, or interest in Plantangible’s Intellectual Property.
Customer Intellectual Property: Customer, Customer’s Users, and any and all of Customer’s third party licensors (as appropriate), shall retain all rights to Customer’s Intellectual Property with regard to the Customer Data. Customer hereby grants Plantangible a license:
(a) to use Customer Data as is reasonably necessary in PLantangible’s performance of the Services;
(c) to create Application Data in conjunction with Plantangible’s performance of the Services.
Notwithstanding the foregoing, Plantangible shall have a perpetual, royalty-free, irrevocable, worldwide license to use and incorporate into its Services any of Customer’s or Customer’s Users’ suggestions, ideas, modification requests, or any other recommendations relating to the Services. In addition, Plantangible shall have a perpetual, royalty-free, irrevocable, and world-wide license to use, sublicense, and publish any and all derivative works and compilations resulting from Plantangible’s collection and analysis of the Application Data.
Once the customer has entered into term of this agreement the customer may terminate this at anytime without cause by providing written notice to Plantangible, discontinuing its use of the Services, and submitting payment for any outstanding Subscription Fees. Termination of the renewal term will make this agreement null and void and customer will be subject to the then current subscription pricing rates. Plantangible may terminate this Agreement at anytime without cause by providing written notice to Customer, discontinuing its provision of the Services, and remitting to Customer a portion, pro-rated as of the month of termination, of the Customer’s annual Subscription Fee.
Disclaimer of Warranties
CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT ITS USE OF THE SERVICES IS AT ITS SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH CUSTOMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND PLANTANGIBLE HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES , EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. PLANTANGIBLE DOES NOT WARRANT AGAINST INTERFERENCE WITH CUSTOMER’S ENJOYMENT OF THE SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PLANTANGIBLE OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. THIS DISCLAIMER SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
Limitation of Liability
EXCEPT TO THE EXTENT PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES SHALL PLANTANGIBLE BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO CUSTOMER’S USE OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF PLANTANGIBLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, PLANTANGIBLE SHALL HAVE NO RESPONSIBILITY FOR ANY CLAIMS MADE BY CUSTOMER OR ANY THIRD PARTY RELATEDTO CUSTOMER’S USE THE SERVICES, INCLUDING, BUT NOT LIMITED TO PRODUCT LIABILITY CLAIMS, CLAIMS ARISING UNDER CONSUMER PROTECTION OR OTHER SIMILAR CONSUMER LAWS, CLAIMS THAT THE SERVICES FAIL TO CONFORM TO ANY LEGAL OR REGULATORY REQUIREMENT, OR ANY CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES ATTRIBUTABLE TO ANY FAILURE OF THE SERVICES CONFORMING TO ANY WARRANTY, EXPRESS OR IMPLIED. THIS LIMITATION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
The Collection and Use of Personal Information
Personal Information means information which identifies an Individual User such as their name, address and telephone number. We do not collect, store or maintain a record of Personal Information, unless such information is voluntarily provided by Our Customers or Individual Users. We use this Personal Information solely to provide service and support for Our Applications and to facilitate the collection of fees. We do not sell, license, share, rent or distribute Personal Information to any third party. We may disclose Personal Information to Our staff or to the Customer or Individual User who provided it to Us, and as further set forth below.The Collection and Use of Non-Personal Information
Non-Personal Information means information that We collect electronically which does not personally identify an Individual User. Such information includes:
- The IP address from which Our Applications were accessed;
- The type of browser and operating system used to access Our Applications;
- The date, time and duration of access;
- The pages, files, documents and links visited; and
- The internet address of the website from which Our Applications were accessed.
Non-Personal Information is collected in the aggregate for purposes of generating statistical reports as well as managing and improving operations and services We offer. Non-Personal Information is not used to create user profiles or to contact Individual Users. We may collect, use, transfer, and disclose Non-Personal Information to anyone for any purpose. Non-Personal Information that is combined with Personal Information will be treated as Personal Information for as long as it remains combined.
The Collection and Use of Customer Information
Customer Information means information which identifies Our Customer such as the Customer’s name, address, telephone number, contact person, and contact person’s e-mail and telephone number. We may sell, share, license, rent, publish or distribute Customer Information to Our trusted third parties for marketing opportunities and to conduct research.
Our Disclosure of Personal, Non-Personal or Customer Information
We may disclose Personal, Non-Personal or Customer Information to respond to legal requirements, enforce Our policies, respond to claims that content violates the rights of others or to protect anyone’s rights, property, or safety. Such disclosure will be in accordance with applicable laws and regulations.
Updating Personal Information and Customer Information
We make reasonable efforts to maintain accurate Personal Information and Customer Information. However, We rely on Individual Users and Customers to update information as needed. Should an Individual User or Customer wish to edit or delete any information please contact Us.
Our Applications may contain links to external websites that support Our mission and may be of interest to Our Customers and Individual Users (“Linked Websites”). Such Linked Websites are provided to Our Individual Users and Customers as a courtesy and for convenience only. The inclusion of Linked Websites on Our Applications does not represent Our support for, or endorsement of, any organization, or Our opinion on the product or service of any Linked Website. We are not responsible for the privacy practices, content, or accuracy of any Linked Website. We do not warrant the legality of and are not responsible for any costs which may be incurred by an Individual User or Customer using or accessing a Linked Website. We are not responsible for information collected by or from Linked Websites. We reserve the right to add or remove Linked Websites from Our Applications at any time for any reason.
Off Site Hosting Services
We may contract with third party partners (“Service Partners”) to host Our Applications on off-site servers (“Hosting”), which may be located anywhere in the world. Such Hosting service is provided with the express agreement of Our Customer. Our Service Partners’ activities are limited to Hosting Our Applications and Customer Information. Any information required to provide and maintain the Hosting service is provided on a confidential basis. Our Service Partners have no authority to sell, share, use, license, rent or distribute Personal Information, Non-Personal Information or Customer Information. In the event Our Service Partners violate Our confidentiality requirements, We may terminate Our business relationship with them and seek other available legal remedies.
We have taken reasonable physical, electronic, and managerial precautions to prevent unauthorized access, alteration, disclosure, or destruction of Personal Information, Non-Personal Information and Customer Information in Our possession. We routinely review data collection, storage and process practices, security measures, and physical security to guard against unauthorized access to systems where information is stored. We are not responsible for unauthorized access, disclosure, or destruction of information on Customer servers or Service Partner servers. While no computer system is absolutely secure, We believe the measures implemented reduce the likelihood of security problems to a level appropriate to the type of data involved.
Access to Personal Information in Our possession is restricted to Our employees, contractors, and agents on a need-to-know basis to operate, develop, and improve Our Applications and services. Such employees, contractors, and agents are bound by confidentiality and subject to discipline, including termination and criminal prosecution.
We cannot guarantee the security of e-mail messages while in transit. It is possible for e-mails to be intercepted in transit by unauthorized individuals and organizations. For this reason, We discourage the transmission by email of any information deemed sensitive.
Files requested or downloaded from Our Applications may contract a virus and become corrupted before they reach a Customer or Individual User’s computer. We are not responsible for files that have become corrupted while being downloaded from Our website.
Certain features of Our Applications may require Cookies to be active to function properly. When Cookies are deactivated, such features may not be available. Users may block or disallow Cookies and still gain access to some features of Our Applications.
Modifications to this Policy
We may modify this Policy at any time, in our sole discretion. We will post a revised version of this Policy at http://app.plantangible.com/privacy-policy. If the modifications are significant, We will provide a more prominent notice (including, in certain instances, e-mail notification of Policy modifications). Continued use of Our Applications or services following any modification to this Policy will constitute acceptance of and agreement to be bound by any modifications to this Policy. If you do not accept or agree to the modifications, your sole and exclusive remedy is to stop using the Applications or services. Each version of this Policy will be identified at the top of the page by its “Last Revised” date, and We will retain copies of prior versions of this Policy in Our archive.
If you have any comments or questions regarding this Policy, please contact Us at:Plantangible, LLC
6156 Hazelhatch Dr.
Indianapolis, Indiana 46228