Proplanner Services General Terms and Conditions of Use
You agree the "Proplanner Services General Terms and Conditions of Use" set out below will apply to your use of Proplanner services in the event that: (a) you are using the services on a free trial basis or (b) you are registered to pay for your use of the Proplanner services by credit card.
You agree to provide Proplanner current, complete, and accurate registration information and to maintain and update the registration information as may be necessary to keep it current, complete and accurate.
You agree that you will not provide your password to any other person or otherwise allow other persons to use the Proplanner services.
You agree to use the Proplanner services solely for your internal business purposes or as Proplanner may otherwise expressly authorize in writing. You agree not to use the free trial period for benchmarking or for purposes of competing with the Proplanner services.
From time to time, Proplanner may provide you with certain Proplanner proprietary software components, third party software or other data or materials (the "Proplanner Client Software") to be used in conjunction with the Proplanner services. Proplanner hereby grants you a worldwide, non-exclusive license to use the Proplanner Client Software during the term of this Agreement solely in conjunction with the Proplanner services. You agree to use the Proplanner Client Software solely in accordance with such instructions or documentation that may accompany the Proplanner Client Software. You may not sub-license, or charge others to use or access the Proplanner Client Software. The license granted by this section is subject to the restriction that you may not translate, reverse-engineer, decompile, disassemble or make derivative works from the Proplanner Client Software. You may not modify the Proplanner Client Software or use them in any way not expressly authorized by this Agreement and you agree to return all copies of the Proplanner Client Software upon termination of this Agreement if Proplanner requests that you do so. You understand that Proplanner's introduction of various technologies may not be consistent across all platforms and that the performance and some features offered by Proplanner may vary depending on the configuration of your computer network. Proplanner reserves all rights to the Proplanner Client Software not expressly granted by this Agreement.
From time to time, Proplanner may make certain open source software components or other data or materials available to you (the "Open Source Utilities"). The Open Source Utilities are licensed to you pursuant to Version 2 (1991) of the GNU General Public License (www.gnu.org). You acknowledge and agree that THE OPEN SOURCE UTILITIES ARE PROVIDED "AS IS" AND 'AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. If you would like a machine-readable copy of the corresponding source code for the Open Source Utilities at any time during the first three years after subscribing to the Proplanner services, please send a written request to Proplanner, 2500 North Loop Drive, Ames, Iowa 50010, Attn: General Counsel. Proplanner may charge you a fee for distributing the source code for the Open Source Utilities to you.
The transfer or display of data to certain countries or persons may be prohibited by U.S. export control laws and regulations. You represent and warrant that you will abide by the U.S. and other applicable export control laws and not use the Proplanner services to transfer or display any data, materials or software (including, but not limited to, encryption software) subject to restrictions under such laws ("Controlled Data") to a national destination or person prohibited from receiving the Controlled Data under such laws, without first obtaining, and then complying with, any requisite government authorization.
You are solely responsible for (a) establishing and maintaining the configuration of your own computer hardware and software in such manner as is necessary to establish an interface, pathway or access point between your computer hardware and software and the Proplanner services and (b) establishing an interface, pathway or access point between the Proplanner services and the information, materials or data located on your own storage medium that you desire to make available to others utilizing the Proplanner services. You acknowledge and agree that you are solely responsible for the installation, operation, maintenance, use, and compatibility of the integration and compatibility of your computer, your computer software, and your computer hardware with the Proplanner services and Proplanner shall have no responsibility or liability in connection therewith. In the event that you use any equipment or software not provided by Proplanner which impairs your use of the Proplanner services, you agree that you shall nonetheless pay for all Proplanner services provided by Proplanner during the term of this Agreement.
The data storage services made available to you are not intended to serve as the primary means of storing or warehousing your data and that you are solely responsible for the content and integrity of your data. You agree to take whatever steps necessary to preserve, backup and otherwise protect the integrity of your data. You agree and acknowledge that the amount of data that you may store on the Proplanner servers may be limited by Proplanner and that you will be charged a data storage fee if you exceed the amount of any free data storage capacity that may be provided to you. You represent and warrant that the data used by you in conjunction with the Proplanner services: (a) does not infringe on any third party's intellectual property or proprietary rights, or rights of publicity or privacy; (b) does not violate any law, statute, ordinance or regulation; (c) is not defamatory, trade libelous, threatening, abusive, pornographic or obscene; and (d) does not contain viruses or other similar harmful or deleterious programming routines. You agree to indemnify Proplanner against any breach of these warranties.
YOU AGREE THAT THE USE OF THE Proplanner SERVICES AND/OR Proplanner IS AT YOUR SOLE RISK. THE Proplanner SERVICES AND Proplanner ARE PROVIDED "AS IS" AND "AS AVAILABLE." Proplanner DOES NOT WARRANT THAT THE USE OF Proplanner OR THE Proplanner SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. Proplanner DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY DATA USED IN CONJUNCTION WITH THE Proplanner SERVICES. Proplanner EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY OR NON-INFRINGEMENT.
YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH Proplanner IS THE TERMINATION OF THE SERVICES. IN NO CASE SHALL Proplanner BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM YOUR USE OF THE SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO Proplanner OR THE Proplanner SERVICES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, Proplanner's LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
You may terminate the Proplanner services by providing written notice to Proplanner in such a manner as Proplanner may reasonably require. If you terminate the Proplanner services, the effective date of termination will be the last day of your then-current billing period.
Proplanner may terminate your use of the Proplanner services or any particular Proplanner service at any time for any reason.
Your use of the Proplanner services and these "Proplanner Services General Terms and Conditions of Use" will be governed by the laws of the State of Iowa.
Because of changes in technology, the Internet, or the Proplanner services, it may be necessary for Proplanner to update or revise certain provisions of these General Terms and Conditions of Use. By registering for use of the Proplanner services and accepting these terms and conditions, you agree that Proplanner may revise these terms and conditions as Proplanner, in its sole discretion, deems necessary. If you don't agree with any of the changes made by Proplanner, your only remedy is to terminate your use of the Proplanner services.