Order now
Start your booking   •   Start your booking   •

PlanOmatic Terms and Conditions

Last Revised: January 2nd, 2023

PLEASE READ THESE PLANOMATIC TERMS AND CONDITIONS (THESE “TERMS”) CAREFULLY. THESE TERMS ARE A LEGALLY BINDING AGREEMENT THAT GOVERNS THE USE BY YOU (“USER”) OF THE SERVICES (DEFINED BELOW) OFFERED BY IPLAN, LLC D/B/A PLANOMATIC AND ITS AFFILIATES (COLLECTIVELY, “PLANOMATIC”).

IN ORDER TO ACCESS AND USE THE SERVICES AS CONTEMPLATED BY THESE TERMS, USER AGREES TO BE LEGALLY BOUND BY ALL PROVISIONS OF THESE TERMS, INCLUDING, WITHOUT LIMITATION, SECTION 24 REGARDING ARBITRATION. SECTION 24 IMPACTS THE WAY THAT USER AND PLANOMATIC CAN BRING CLAIMS AGAINST EACH OTHER AND HOW THOSE CLAIMS ARE DECIDED. IF USER DOES NOT AGREE TO THESE TERMS, USER MUST IMMEDIATELY STOP USING THE SERVICES.

THESE TERMS CONSTITUTE A BINDING AGREEMENT BETWEEN USER AND PLANOMATIC. IF USER IS AGREEING TO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, USER REPRESENTS THAT USER HAS THE AUTHORITY AND REQUISITE PERMISSION AND CONSENT TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERM “USER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. 

IF USER ENTERS INTO AN MSA (DEFINED BELOW) WITH PLANOMATIC, USER AGREES TO BE LEGALLY BOUND BY SUCH MSA. IN THE EVENT OF CONFLICT BETWEEN THESE TERMS AND SUCH MSA, THE TERMS OF THE MSA SHALL CONTROL.

  • Definitions:

In addition to terms defined elsewhere in these Terms, the following terms are defined as follows:

    • “MSA” means, if applicable, a Master Services Agreement or similar services agreement executed by User and PlanOmatic, for PlanOmatic’s provision of certain Services.
    • “Online Portal” means PlanOmatic’s online portal where User is able to access Services ordered by User, currently located at www.planomatic.com, and any mobile versions of the same.
    • “Order” means an order for Services properly submitted by User.
    • “Party” or “Parties” means PlanOmatic or User, or both PlanOmatic and User, as the context may require.
    • “Property” means real property designated by User in an Order to be the subject of Property Services.
    • “Property Services” means products or services offered by PlanOmatic related to the creation of Visual Content of Properties on User’s behalf, pursuant to Orders that User submits to PlanOmatic.
    • “Services” means, collectively, (a) provision of the Online Portal to User; and (b) the Property Services.
    • “Visual Content” means professional visual content created by PlanOmatic (or PlanOmatic contractors as designated by PlanOmatic), including photographs, virtual staging, floor plans, 3D scans/models, and any other images or depictions of Properties.
  • Authorized Users:

Use of and access to the Online Portal, including access to the information, products, and Services offered through the Online Portal, is limited to authorized users. User is an authorized user if User has accepted and agreed to these Terms pursuant to PlanOmatic’s then-current procedures and, if applicable, has successfully registered for an Account (as defined below). By using the Online Portal, User represents that User is at least eighteen (18) years old.

  • PlanOmatic Account:
    • In order to access some or all of the Services, PlanOmatic may require that User creates an account (the “Account”) for the Online Portal. In addition to validly agreeing to these Terms, Account registration requires that at a minimum User (a) provides complete and accurate contact information and identification details, and (b) submits any other form of authentication required as part of the account registration process, in PlanOmatic’s sole discretion. 
    • User is solely responsible for (a) maintaining the confidentiality of User’s Account and password, and not disclosing them to any third party, (b) restricting access to User’s Account, (c) all activities that occur under User’s account or password, whether or not authorized by User, (d) notifying PlanOmatic immediately if User becomes aware of any actual or suspected loss, theft, or unauthorized use of User’s login credentials, and (e) providing reasonable assistance to PlanOmatic in investigating and preventing the recurrence of any actual or suspected loss, theft, or unauthorized use. 
    • User may not sell or transfer User’s Account to any other person or entity. If any fraudulent or otherwise illegal activity is performed under User’s Account, PlanOmatic reserves the right to hold User liable for damages PlanOmatic may suffer, either directly or as a result of action against PlanOmatic by a third party. PlanOmatic may terminate User’s Account at any time in the event of User’s breach of these Terms or the MSA, to be determined in PlanOmatic’s sole discretion.
    • PlanOmatic may assume that any communications PlanOmatic receives from User’s email or other address, or communications that are associated with User’s login credentials or User’s Account on the Online Portal, have been made by User.
  • Orders; Payment; Taxes:
    • To the extent necessary functionality of the Online Portal exists, User may use the Online Portal to place Orders for Services, view Orders and related invoices and delivery status, and export such Content in the formats permitted by the Online Portal. These Terms (and the MSA between PlanOmatic and User, if applicable) will govern each such Order. Any quoted delivery dates in any confirmation of an Order or in PlanOmatic correspondence are approximate and subject to change.
    • Unless otherwise mutually agreed upon by PlanOmatic and User (including in a MSA), User shall pay for all invoices issued in advance of the applicable Services being provided to User by PlanOmatic. User may pay for an Order on the Online Portal with a credit or debit card. Payment processing and how User’s credit or debit card is charged is at the sole discretion of PlanOmatic or PlanOmatic’s then-current third-party payment service, as applicable. Credit and debit card payments are subject to the approval of the card issuer, and PlanOmatic will not be liable in any way if a card issuer refuses to accept a credit or debit card for any reason. User is responsible for any credit card chargeback or similar fees for refused or rejected payments for any invoice. If the credit or debit payment card used for the payment of an invoice is declined or fails for any reason, PlanOmatic (or its third-party payment service, on behalf of PlanOmatic) may send User a notice using the contact information associated with User’s account on the Online Portal. If a credit or debit card is kept on file with PlanOmatic, PlanOmatic (or its third-party payment service, on behalf of PlanOmatic) may continue to attempt to charge User’s credit or debit card for outstanding charges and additional fees, along with any other rights and remedies available to PlanOmatic under these Terms, at law, or in equity. If PlanOmatic uses a third-party payment service, and if the policies of such third-party payment service conflict with these Terms of Conditions with respect to payment processes and policies, the policies of such third-party payment service shall control.
    • User shall be responsible for all federal, state, and local taxes, levies, and assessments, including any sales and use or value-added taxes assessed or imposed on User’s receipt or use of the Services (other than any of the foregoing based on PlanOmatic’s net income).
  • License to Online Portal: 

PlanOmatic and its licensors and providers provide content on the Online Portal, including documents, graphics, and media that contain or reflect Orders, invoices, pricing, delivery tickets, and status. PlanOmatic hereby grants User a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use the Online Portal, as well as bookmark, download, and print content on the Online Portal, solely to the extent required for User’s internal business purposes.

  • License to Visual Content:

As between User and PlanOmatic, PlanOmatic owns all right, title, and interest in and to all Visual Content. Conditioned on User’s full payment for all amounts owed, PlanOmatic hereby grants User a personal, revocable (but only for a breach of these Terms or the MSA, as applicable, that User does not cure within ten (10) days of written notice from PlanOmatic), limited, perpetual, non-exclusive, non-transferable, non-sublicensable license to use, utilize, replicate, reproduce, alter, crop, retouch, adapt, modify, distribute, display, and publish the Visual Content delivered to User, in any medium or manner now existing or hereafter created, solely to directly market (a) the Property that is the subject of the Visual Content, and (b) User’s brand (if applicable), in accordance with these Terms. For the avoidance of doubt, (i) under no circumstances may User sell or monetize any Visual Content, including any use of the Visual Content that is subject to royalties or license fees or otherwise intended to directly generate revenue, and (ii) the foregoing license is not transferable to a subsequent owner of the Property. In the event of a sale or transfer of the Property that is the subject of any Visual Content, the new owner or acquirer of such Property will not receive any rights to use or display the Visual Content. If such new owner or acquirer wishes to obtain rights to any Visual Content, such new owner or acquirer must enter into an agreement with PlanOmatic. Any copies of the Visual Content created or used by User in connection with the foregoing license must continue to display PlanOmatic’s mark, logo, and name, as well as any watermarks displayed or incorporated into the Visual Content. No other uses of the Visual Content are permitted without the prior written consent of PlanOmatic.

  • Restrictions:

PlanOmatic may limit or deny User’s access and use of the Services and may seek other remedies at any time in PlanOmatic’s sole discretion, including if User engages in any illegal or improper conduct as judged by PlanOmatic in PlanOmatic’s sole discretion. Except as specifically authorized in writing by PlanOmatic in advance, User agrees not to do or attempt to do any of the following, and agrees that, as between PlanOmatic and User, User will be solely liable for any damages resulting from:

    • sharing any Account credentials for the Online Portal with any other individual or allowing any third party other than PlanOmatic employees or other persons authorized by PlanOmatic to access or use the Online Portal;
    • selling, reselling, licensing, sublicensing, distributing, renting, or leasing the Services, including in a software bureau or outsourcing offering, or otherwise accessing or using the Services other than as expressly permitted hereunder;
    • making any of the Services accessible or available outside of User’s business operations, to third parties or the public;
    • redelivering any of the pages, text, graphic images, or content of the Services (including the Online Portal) using “framing” or “mirroring” technology or other means of redirecting the Services;
    • “harvesting” (or collecting) information from the Services (including the Online Portal) using an automated software tool or manually on a mass basis, unless PlanOmatic has given User separate written permission to do so;
    • using automated means to access the Services (including the Online Portal), or gaining (or attempting to gain) unauthorized access to the Services or to any account or computer system connected to the Services;
    • obtaining, or attempting to obtain, access to areas of the Services (including the Online Portal) or PlanOmatic’s systems that are not intended for access by User;
    • “flooding” the Online Portal with requests or otherwise overburdening, disrupting, or harming the Online Portal or PlanOmatic’s systems; 
    • using the Online Portal to store or transmit unlawful or tortious material or code, files, scripts, agents, or programs intended to do harm;
    • interfering with or disrupting the integrity or performance of the Services (including the Online Portal), or restricting or inhibiting other users from accessing or using the Services; 
    • accessing or using the Services in order to build a competitive product or portal or for purposes of monitoring the Services’ availability, performance, or functionality, or for any other benchmarking or competitive purposes;
    • submitting, posting, or transmitting to other users User Content on or through the Services (including the Online Portal) that: 
      • infringes any intellectual property rights or other rights of PlanOmatic;
      • infringes any intellectual property rights or other rights of a third party;
      • divulges another person’s or entity’s confidential or private information or trade secret;
      • is fraudulent, unlawful, threatening, harassing, abusive, obscene, or discriminatory;
      • is knowingly false or inaccurate;
      • encourages criminal conduct; or
      • contains any virus, malware, spyware, or other harmful content or code;
    • implying that any User Content is sponsored or endorsed by PlanOmatic or that PlanOmatic guarantees the accuracy of any User Content;
    • committing illegal acts, including fraud with User’s account;
    • disparaging PlanOmatic, the Online Portal, the Services, or any of the businesses, entities, or individuals related to the Services;
    • breaching security protocols and measures related to the Services or using the Services to copy, store, host, transmit, send, use, publish, or distribute any material that consists of or is linked to any spyware, computer virus, or other malicious computer software or to collect any personally identifiable information of the users of the Services without consent;
    • reverse engineering, disassembling, decompiling, decoding, or otherwise attempting to derive or gain access to the source code of the Services (including the Online Portal), in whole or part, except to the extent such restriction is permitted by any applicable law;
    • copying, modifying, or displaying PlanOmatic’s name, logo, trademarks, text, graphic images, or content (including any PlanOmatic IP (as defined below)) in any way or for any purpose, other than as expressly permitted in these Terms;
    • removing any proprietary notices, labels, or marks from the Services (including the Online Portal);
    • modifying, copying, distributing, transmitting, posting, displaying, performing, broadcasting, reproducing, publishing, creating derivative works from, transferring, selling, or exploiting (a) the Services (including the Online Portal); (b) any part, feature, function, or user interface of the Online Portal; or (c) any Content obtained from the Online Portal, except as expressly authorized by these Terms; or
    • permitting or authorizing third parties to do any of the foregoing.
  • User Content:
    • Ownership of User Content: Notwithstanding anything to the contrary set forth in these Terms, PlanOmatic is not responsible for any content posted, uploaded, submitted, or otherwise supplied to the Online Portal by User or any other user, including communications, comments, pictures, photographs, and ratings (collectively, “User Content”). 
    • License to User Content: User hereby grants to PlanOmatic a non-exclusive, royalty-free, fully paid-up license to use, distribute, modify, and display all User Content in order to provide the Online Portal, Visual Content, and other Services. 
    • Removal of User Content: PlanOmatic reserves the right without prior notice to remove or edit any User Content, including as a result of PlanOmatic’s determination, at PlanOmatic’s sole discretion, that such User Content is in violation of these Terms. However, PlanOmatic (a) has no obligation to do so; (b) does not regularly review User Content, and (c) does not warrant that all User Content accessible on or through the Services complies with these Terms. PlanOmatic takes no responsibility and assumes no liability for any User Content posted, uploaded, submitted, or otherwise supplied by User or any third party.
  • Intellectual Property:
    • PlanOmatic IP: As between PlanOmatic and User, PlanOmatic retains all right, title, and interest in and to the Services (including past, present, and future versions), and all technology employed to manage and deliver the Services, including the Online Portal and Visual Content, and all software, databases, algorithms, interactive floor plans, 3D walkthroughs, and any other intellectual property, data, content, or information related thereto, including any enhancements, upgrades, and modifications, and all inventions, discoveries, or improvements related to the foregoing, together with all protections and rights granted for the foregoing under applicable law, but excluding User Content (as defined below) belonging to User (collectively the “PlanOmatic IP”). User neither owns nor acquires any rights in and to the PlanOmatic IP not expressly granted by these Terms. In the event any ownership interest in any PlanOmatic IP vests in User, User hereby irrevocably and exclusively transfers and assigns such interest in the PlanOmatic IP to PlanOmatic. Upon PlanOmatic’s request, User agrees to take all actions and execute all legal documents necessary to perfect such transfer. 
    • Trademarks and Service Marks: The trademarks and service marks, including PLANOMATIC®, that are located within the Online Portal and the Services, are owned by PlanOmatic. The Services may include trademarks, copyrights, and/or other proprietary rights of third parties. User acknowledges that the Services have been neither endorsed nor sponsored by, and are not affiliated with, any such third parties. User agrees to not challenge ownership or intellectual property rights with respect to the marks, any copyright, or other intellectual property of PlanOmatic.
    • Clearances for Property Services: As between PlanOmatic and User, User is solely and exclusively responsible for obtaining, paying for, and providing to PlanOmatic all authorizations, permissions, releases, approvals, and clearances (collectively, “User Clearances”) necessary for PlanOmatic’s performance of the Property Services (including authorization from Property homeowners and tenants, as applicable) and the use, depiction, and/or inclusion of the following displayed or depicted in the Visual Content: (a) the Property, (b) any image of any likeness, pet, brand, product, location, artwork, name, trademark, trade dress, trade name, logo, floor and/or building plans or schematics, (c) third-party copyrighted material or other property or intellectual property, (d) other identifiable material of any third party, or (e) the right of publicity in and to any of the foregoing.
    • Feedback: User has no obligation to give PlanOmatic any suggestions, comments, or other feedback relating to the Services, including any suggestions for improvements or modifications to the Services (collectively, “Feedback”). If User chooses to voluntarily provide any Feedback to PlanOmatic, User agrees (a) such Feedback is original to User and does not misappropriate or infringe the intellectual property or other rights of any third party, (b) PlanOmatic may freely use such Feedback to improve the Services or for any other purpose, and (c) PlanOmatic shall own all such Feedback and User hereby assigns, irrevocably, exclusively and on a royalty-free basis, all such Feedback to PlanOmatic.
    • Reserved Rights: All rights not expressly granted hereunder by a Party are expressly reserved to such Party and its licensors and content providers.
  • PlanOmatic Privacy Policy:

All information PlanOmatic collects through the Services is subject to PlanOmatic’s Privacy Policy (the “Privacy Policy”), the current version of which is available at https://www.planomatic.com/privacy-policy/. By using the Services, User consents to all actions taken by PlanOmatic with respect to User’s information in compliance with PlanOmatic’s Privacy Policy.

  • Websites; Links; Content of Third Parties:

User’s use of certain offerings, content, or other pages within the Online Portal may be subject to additional specific terms as set forth therein (for example, terms that typically govern particular features or offers). The Services may contain links to websites or applications maintained by third parties. These links are provided solely as a convenience to User and not because PlanOmatic endorses, recommends, encourages, uses, or has an opinion about the contents of such websites or applications. PlanOmatic expressly disclaims any representations regarding the content or accuracy of materials on such websites or applications or the privacy practices thereof, nor is PlanOmatic liable for any failure of products or services offered or advertised at those sites. Such third-party sites may have a privacy policy different from that of PlanOmatic and the third-party website may provide less security than the Online Portal. Any decision User makes to access websites or applications maintained by other parties is done at User’s own risk.

  • Promotions and Specials:

PlanOmatic may allow business owners to offer specials, services, products, promotions, and other items to Users by posting and/or displaying advertisements on the Online Portal. The entity posting an advertisement is solely responsible for all goods and services it provides to each User and for any and all injuries, damages, claims, liabilities, and costs it may cause such User to suffer, directly or indirectly, in full or in part. The advertisements are not created by or affiliated with PlanOmatic and PlanOmatic does not endorse any product or service advertised. PlanOmatic makes no representations or warranties regarding the accuracy, legality, or genuineness of any advertisement. User hereby irrevocably waives all rights related to, and releases PlanOmatic and its subsidiaries, affiliates, partners, owners, officers, managers, employees, and agents from, any liabilities arising from or related to any act or omission in connection with User’s use of any advertised product or service.

  • User’s Representations and Warranties: 

User represents, warrants, and covenants to PlanOmatic that: (a) User has read and understands these Terms in their entirety; (b) User is eighteen (18) years of age or older; (c) User is a resident of the United States and is accessing the Services from the United States; (d) User is not prohibited by law from using PlanOmatic’s Services and has not previously been banned, terminated, or otherwise denied access to PlanOmatic’s Services by PlanOmatic; (e) User is not acting on behalf of a person/entity whose access to PlanOmatic’s Services has been previously terminated or otherwise denied by PlanOmatic; (f) User will strictly comply with these Terms at all times during User’s receipt of Services; (g) User has the authority to authorize performance of the Services (including the Property Services) by PlanOmatic; (h) User has the right to grant the rights to the User Content granted to PlanOmatic in these Terms; (i) User owns or otherwise controls and/or has the authorization to post, upload, submit, or otherwise supply User Content; (j) User’s User Content is accurate; and (k) use of User’s User Content does not violate these Terms. 

  • Digital Millennium Copyright Act:

PlanOmatic may terminate User’s Account and these Terms, or any other user of the Services, who infringes on the copyrights of another. If User has any concerns or believes that any content on the Online Portal, or any content provided through the Services, in any way constitutes copyright infringement, User should contact PlanOmatic’s agent under the Digital Millennium Copyright Act, namely Operations Department, iPlan LLC, 2911 Walnut St., Denver, CO 80205, dmca@planomatic.com, which the agent that has been designated to respond to reports alleging copyright infringement, and provide such agent with the following information in writing (either via paper mail or electronic mail):

    • A physical or electronic signature of the copyright holder or a person authorized to act on his or her behalf;
    • A description of the copyrighted work claimed to have been infringed;
    • A description of the material that is claimed to be infringing or to be the subject of infringing activity, and its location on the Online Portal or through the Services;
    • User’s address, telephone number, and, if available, an email address;
    • A statement that User has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
    • A statement that the information in User’s notice is accurate, under penalty of perjury, and that User is authorized to act on behalf of the owner of the allegedly infringed copyright.
  • Termination and Suspension:

PlanOmatic may terminate these Terms with User at any time for any reason or no reason, including (a) User’s breach of these Terms; or (b) PlanOmatic being required by law to terminate these Terms. PlanOmatic may also immediately terminate or suspend any User Accounts or passwords in the event of any conduct that PlanOmatic deems, in PlanOmatic’s sole discretion, to be illegal, improper, unacceptable, or in any way a breach of these Terms. In the event of termination or suspension, User agrees to immediately cease access to the Online Portal and any of PlanOmatic’s Services.

  • Cancellation: 

User may cancel User’s Account at any time using the process specified on the Online Portal or, if no process is specified, by contacting info@planomatic.com. In the event that User cancels its Account pursuant to such process, these Terms shall automatically terminate. All sections of these Terms which by their nature should survive termination will survive, including accrued rights to payment, use restrictions, indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability. 

  • Modification of Services:

PlanOmatic reserves the right, at all times and in PlanOmatic’s sole discretion, to improve, modify, discontinue, or remove any functionality of the Services, or information or content appearing on or through the Services, in each case in whole or part, as PlanOmatic may deem necessary or desirable. If PlanOmatic makes changes that materially affect User’s use of the Services, PlanOmatic will notify User by sending an email to the email address that is registered with User’s Account and/or by posting notice of the change to the Services on the Online Portal.

  • Use of Subcontractors:

PlanOmatic uses third-party independent contractors to provide portions of PlanOmatic’s Services, including the Property Services. Contractor’s employees and contractors are not licensed, certified, or endorsed by any planning, measurement, real estate, trade group, or other professional organization.

  • Disclaimer of Warranties:

PLANOMATIC EXPRESSLY DISCLAIMS AND MAKES NO WARRANTIES ABOUT THE SERVICES. USER EXPRESSLY AGREES THAT USE OF THE SERVICES IS AT USER’S SOLE RISK. PLANOMATIC MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND ABOUT THE ONLINE PORTAL, SERVICES, OR ANY THIRD-PARTY PRODUCTS OR SERVICES MADE AVAILABLE TO USER BY PLANOMATIC, UNLESS OTHERWISE SPECIFIED IN A WRITING EXECUTED BY PLANOMATIC AND USER. WITHOUT LIMITING THE FOREGOING, PLANOMATIC HEREBY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, THAT THE SERVICES (a) ARE MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING; (b) CONTAIN ACCURATE, GENUINE, COMPLETE, UP-TO-DATE, OR RELIABLE INFORMATION, INCLUDING ADVERTISEMENTS, FLOOR PLANS, GEOGRAPHICAL LOCATIONS, MEASUREMENTS, ROOM DIMENSIONS, AND OTHER DATA PROVIDED THROUGH THE SERVICES; (c) PROVIDE TIMELY, SECURE, AND UNINTERRUPTED RESULTS AND SERVICES; (d) ARE OF A CERTAIN QUALITY, ERROR-FREE, OR ANYTHING OTHER THAN “AS IS” RESULTS AND SERVICES; OR (e) ARE FREE FROM VIRUSES OR OTHER HARMFUL ELEMENTS. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, GIVEN BY A PLANOMATIC AGENT OR REPRESENTATIVE SHALL CREATE A WARRANTY. Any measurements taken, OR floor plans or interactive property tours prepared, are meant to be rough approximations only of the property represented, to be used solely for general marketing purposes. PLANOMATIC DOES NOT WARRANT THAT THE online portal WILL BE UNINTERRUPTED OR ERROR-FREE. the online portal MAY OCCASIONALLY EXPERIENCE OUTAGES DUE TO INTERNET DISRUPTIONS THAT ARE NOT WITHIN planomatic’s CONTROL. 

  • Limitation of Liability:

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PLANOMATIC OR ANY OF ITS OWNERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE LOSSES OR DAMAGES OF ANY KIND, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHER LEGAL THEORY, OR FOR ANY LOSS OF REVENUE, PROFITS, DATA, PROPERTY, BUSINESS, OR OTHER FINANCIAL LOSSES ARISING OUT OF OR RELATED TO THE ONLINE PORTAL, THE SERVICES, OR THESE TERMS, EVEN IF PREVIOUSLY APPRISED OF THE POSSIBILITY THEREOF AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE, INCLUDING, FOR THE AVOIDANCE OF DOUBT, ANY LOSSES OR DAMAGES RESULTING FROM USER’S OR ITS CONTRACTORS’ VISITS TO ANY PROPERTY. UNDER NO CIRCUMSTANCES MAY PLANOMATIC’S LIABILITY EXCEED THE AMOUNT PLANOMATIC HAS ACTUALLY BEEN PAID BY USER IN THE THIRTY (30) DAYS PRECEDING THE DATE OF THE APPLICABLE SERVICES GIVING RISE TO THE CLAIM AT ISSUE. IF USER HAS NOT PAID FOR SUCH SERVICES, USER’S SOLE AND EXCLUSIVE REMEDY AGAINST PLANOMATIC FOR SUCH DISPUTE SHALL BE TO DISCONTINUE USER’S USE OF THE APPLICABLE SERVICES (INCLUDING THE ONLINE PORTAL). UNLESS PROHIBITED UNDER APPLICABLE LAW, USER SHALL LOOK ONLY TO THE ASSETS OF PLANOMATIC IN ENFORCING ITS RIGHTS UNDER THESE TERMS, AND USER SHALL HAVE NO RECOURSE TO ANY SHAREHOLDER, DIRECTOR, MANAGER, MEMBER, OFFICER, EXECUTIVE, OR EMPLOYEE OF PLANOMATIC.

  • Indemnification:

User agrees to defend, indemnify, and hold harmless PlanOmatic and its owners, managers, officers, directors, employees, successors, assigns, representatives, attorneys, contractors, agents, partners, licensors, and third-party vendors from and against all liabilities, claims, damages, losses, and expenses, including reasonable attorneys’ fees, whether or not a lawsuit is filed, arising out of or related to (a) User’s use of the Services in violation of these Terms, (b) any User Content, (c) any property damage or claim of trespass as a result of PlanOmatic providing the Services (but excluding any damage caused by PlanOmatic’s gross negligence or willful misconduct), (d) User’s violation of these Terms (including any breach of a warranty by User set forth in these Terms), (e) User’s failure to obtain any required User Clearance, (f) User’s violation of applicable laws, rules, or regulations, or any third-party right, including any intellectual property rights, (g) User’s use of the Visual Content for any purposes other than allowed by these Terms, including User or its clients relying upon or warranting the size of a Property based upon figures provided by PlanOmatic, or (h) User’s willful misconduct or negligence. This indemnification obligation shall survive the termination of these Terms and User’s use of the Services.

  • Release:

User is solely responsible for User’s interactions with other users of the Services. To the extent permitted under applicable law, User hereby releases PlanOmatic and its owners, managers, officers, directors, employees, successors, assigns, representatives, attorneys, contractors, agents, partners, licensors, and third-party vendors from any and all claims or liability related to any content, service, product, or media referenced on or through the Services, any communication with or action or inaction by a user of the Services, including a user’s failure to comply with applicable law and/or these Terms.

  • Governing Law:

These Terms shall be governed by and construed in accordance with the laws of the State of Colorado, other than such laws, rules, regulations, and case law that would result in the application of the laws of a jurisdiction other than the State of Colorado. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

  • Dispute Resolution; Limitation on Actions:

In the event of any conflict or claim arising out of or relating to any provision of these Terms or breach thereof, the Parties shall make a good faith effort to settle such conflict amicably between themselves. Any such conflict that the Parties are unable to resolve shall be settled in accordance with the rules of the American Arbitration Association, except as otherwise set forth herein and except that (a) in the event of a conflict between the AAA Rules and these Terms, the provisions of these Terms shall control, and (b) a Party shall not be required to use the foregoing dispute resolution procedures or otherwise follow the provisions of this section regarding any dispute with respect to which a Party is seeking purely injunctive or other equitable, non-monetary relief and such Party shall be entitled to seek such relief before the applicable court in Denver, Colorado, which the Parties irrevocably agree has jurisdiction over such dispute. The award or decision shall be rendered by a single arbitrator. A single arbitrator shall be agreed upon by User and PlanOmatic or, if User and PlanOmatic cannot agree upon an arbitrator within thirty (30) days, then a single arbitrator shall be appointed by the American Arbitration Association. Such arbitration proceedings shall be conducted in Denver, Colorado. Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures is invalid or unenforceable, shall be resolved by the arbitrator. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrator have the power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. All aspects of the arbitration shall be treated as confidential. The award or decision through arbitration shall be binding upon User and PlanOmatic and may be incorporated into and thereupon enforced as an order of a court of competent jurisdiction. All proceedings to resolve claims or conflicts will be conducted only on an individual basis and not in a class, consolidated or representative action, and User agrees to this limitation as a condition of receiving any Services. If, for any reason, a claim proceeds in court rather than in arbitration, User waives any right to a jury trial. The Federal Arbitration Act, federal arbitration law, and the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards of 1958 apply to these Terms and any arbitral award granted in connection with a claim. An arbitration decision may be confirmed by any court of competent jurisdiction. 

Notwithstanding anything to the contrary herein, User may opt out of the foregoing arbitration provision by notifying PlanOmatic of User’s desire to opt out, which writing must be dated, signed, and delivered by U.S. Mail or by any nationally recognized delivery service (e.g., UPS, Federal Express, etc.), or by hand delivery to: Kori Covrigaru, CEO, iPlan LLC, dba PlanOmatic, 2911 Walnut St., Denver, CO 80205. In order to be effective, the writing must clearly indicate User’s intention to opt out of the foregoing arbitration provision, and the envelope containing the signed writing must be received (if delivered by hand) or postmarked within thirty (30) days of the date User first submits an Order under these Terms. Should User not opt out of the foregoing arbitration provision within such thirty (30) day period, User shall be bound by the terms of the foregoing arbitration provision. 

User has the right to consult with counsel of User’s choice concerning the foregoing arbitration provision. The cost of arbitration shall be borne equally by the Parties, except that each Party will pay its own attorneys’ fees and legal expenses. Except for actions for nonpayment, no action, regardless of form, arising out of or relating to these Terms may be brought by either Party more than two (2) years after the cause of action has accrued.

  • Confidentiality:
    • Definition: “Confidential Information” means any non-public, proprietary, and/or confidential information disclosed to User by PlanOmatic, either directly or indirectly in writing, orally, or by inspection or intangible objects, and that (a) PlanOmatic has marked or identified as confidential or proprietary, (b) PlanOmatic identifies as confidential or proprietary in writing within thirty (30) days of oral disclosure to User, or (c) would, under the circumstances, appear to a reasonable person to be confidential or proprietary, even if not so marked or identified. Confidential Information may include, without limitation, (i) business plans; (ii) customer data, customer lists, or customer names; (iii) designs, documents, drawings, or engineering information; (iv) financial analysis, including information related to invoicing and pricing; (v) hardware configuration information; (vi) hiring and onboarding information; (vii) inventions; (viii) market information or marketing plans; (ix) processes, products, or product plans; (x) research; (xi) services; (xii) specifications, software, or source code; (xiii) workflow processes; and (xiv) trade secrets. For clarity, all Confidential Information shall be and remain the sole property of PlanOmatic.
    • Exceptions: Confidential Information shall not, however, include any information which User can establish (i) was publicly known and made generally available in the public domain prior to the time of disclosure to User by PlanOmatic; (b) becomes publicly known and made generally available after disclosure to User by PlanOmatic through no breach of User’s obligations under these Terms; (c) is in the possession of User, without any confidentiality restrictions that are known to User, at the time of disclosure by PlanOmatic as shown by User’s files and records immediately prior to the time of disclosure; or (d) is independently developed by User without violating any of its obligations under these Terms and without use of PlanOmatic’s Confidential Information.
    • Confidentiality Obligations: User may not disclose Confidential Information to a third party or use any Confidential Information, except as strictly needed to receive the Services, including to use the Online Portal in accordance with these Terms, in each case without the prior express consent of PlanOmatic provided in writing or by email. User agrees to protect Confidential Information from unauthorized use, access, or disclosure in the same manner that User would use to protect User’s own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care. If any of User’s employees, officers, directors, advisors, or representatives (collectively, the “Representatives”) are required to have access to Confidential Information in connection with User’s receipt of the Services, all such Representatives must be bound by legal, contractual, or fiduciary confidentiality obligations at least as stringent as those set forth herein, prior to any disclosure of Confidential Information to such Representatives. User shall reproduce PlanOmatic’s proprietary rights notices on all copies of Confidential Information, in the same manner in which such notices were set forth in or on the original. User shall immediately notify PlanOmatic in writing if User becomes aware of any unauthorized use or disclosure of Confidential Information. Additionally, User shall not issue any public statements or press releases related to PlanOmatic without PlanOmatic’s prior written consent. For clarity, these Terms impose no obligations on PlanOmatic to provide any Confidential Information to User.
    • Disclosure Required by Law: In the event that User is required by law to make any disclosure of any of PlanOmatic’s Confidential Information by subpoena, judicial or administrative order, or otherwise, User shall provide prompt written notice of such requirement to PlanOmatic, and shall permit PlanOmatic to intervene in any relevant proceedings to protect PlanOmatic’s interests in the Confidential Information. Subject to the foregoing sentence, User may furnish that portion (and only that portion) of Confidential Information that User is legally compelled or is otherwise legally required to disclose; provided, however, that User provides such assistance as PlanOmatic may reasonably request in seeking to obtain such protection.
    • Return of Confidential Information: Upon PlanOmatic’s reasonable written request at any time, User will return to PlanOmatic (or, at PlanOmatic’s option, destroy and certify the destruction of) all Confidential Information in User’s (or a Representative’s) possession, including any copies thereof.
    • Injunctive Relief: User agrees that User’s obligations hereunder are necessary and reasonable in order to protect PlanOmatic and PlanOmatic’s business, and expressly agrees that monetary damages would be inadequate to compensate PlanOmatic for any breach by User of any covenants and agreements set forth in this Section 25. Accordingly, User agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to PlanOmatic and that, in addition to any other remedies that may be available in law, in equity, or otherwise, PlanOmatic shall be entitled to seek injunctive relief against the threatened breach of this Section 25 or the continuation of any such breach, without the necessity of proving actual damages or posting bond.
  • Miscellaneous:
    • Non-circumvention: During the period that User is receiving Services under these Terms and for two (2) years thereafter, User agrees not to (a) knowingly interfere with the relationship between PlanOmatic, on the one hand, and any officer, director, manager, employee, independent contractor, or consultant, on the other hand, including by inducing or attempting to induce any such person or entity to leave the employ of or otherwise terminate their relationship with PlanOmatic; or (b) induce, or attempt to induce, any customer, salesperson, supplier, vendor, representative, or other person or entity transacting business with PlanOmatic to reduce or cease doing business with PlanOmatic, or knowingly and willfully interfere with the relationship between any such person or entity and PlanOmatic.
    • Non-solicitation: During the period that User is receiving Services under these Terms and for two (2) years thereafter, User shall neither directly nor indirectly solicit for employment, retention, or use for services any persons employed or engaged by PlanOmatic (including employees and contractors) in connection with the Services provided under these Terms, without the prior consent of PlanOmatic. Nothing in this section is intended or shall be construed to prevent User from (a) hiring employees or contractors of PlanOmatic who have not been directly or indirectly solicited, (b) soliciting or hiring any employees or contractors of PlanOmatic in the event of PlanOmatic’s insolvency, bankruptcy, receivership, or cessation of business, (c) conducting any general solicitation not specifically targeted at any such employee or contractor, and, for the avoidance of doubt, the hiring by User of any employee or contractor who responds to such general advertising, or (d) soliciting for employment or hiring any employee or contractor of PlanOmatic who was terminated by PlanOmatic.
    • Entire Agreement: These Terms (including any applicable MSA) embody the entire agreement between User and PlanOmatic relating to User’s use of the Services, and supersedes any and all oral or written representations, understandings, or agreements relating thereto.
    • Relationship of the Parties: User and PlanOmatic are independent contractors, and nothing in these Terms shall create any agency, joint venture, partnership, or employer-employee relationship between User and PlanOmatic, or any of their respective employees, contractors, agents, or representatives.
    • Modification of Terms: PlanOmatic may modify or amend these Terms, and any such modifications will become effective upon the earlier of (a) PlanOmatic’s email notice to User of the changes, and (b) the posting of such changes to the Online Portal. It is User’s sole responsibility to check the Online Portal from time to time to view any such changes. User’s use of the Services after any modifications will indicate that User accepts and agrees to the modified Terms. No amendment to or modification of these Terms (except as set forth in this section) shall be valid or binding unless expressly approved by PlanOmatic in writing and signed by an authorized officer of PlanOmatic. 
    • Assignment: User may not assign any rights or obligations hereunder, in whole or part, without the prior written consent of PlanOmatic. For purposes of these Terms, User’s transfer of all or substantially all of its assets or stock, merger, spin-off, consolidation, reorganization, or other business combination or change of control shall be deemed an “assignment” under these Terms. Any permitted assignee shall assume all of User’s obligations under these Terms. Any attempted assignment by User in violation of this section shall be void. PlanOmatic may freely assign its rights or obligations under these Terms at any time, for any reason, to any third party. Subject to the foregoing, these Terms will benefit and bind each Party’s successors and permitted assigns.
    • No Waiver: Failure of PlanOmatic to require performance by User of any provision expressed herein shall in no way affect PlanOmatic’s right to thereafter enforce such provision, nor shall the waiver by PlanOmatic of any breach by User of any provision expressed herein be taken or held to be a waiver of any succeeding or other breach of such provision or as a waiver of the provision itself or of any other provision.
    • Severability: If any provision of these Terms is void or unenforceable by a court of competent jurisdiction, such provision shall be deemed severed from the remaining portion of these Terms, which shall otherwise remain in full force and effect.
    • Force Majeure: PlanOmatic’s obligation to provide the Services shall be excused to the extent failure to perform is caused by or results from supervening conditions beyond PlanOmatic’s control, including acts of God, civil commotions, strikes, labor disputes, epidemics, pandemics, and governmental demands or requirements.
    • Rules of Construction: For purposes of these Terms, except as otherwise expressly provided or unless the context clearly requires otherwise: (a) the terms defined herein include the plural as well as the singular and include any words based upon the root of such defined terms; (b) words importing gender include all genders; (c) any reference to a “section” refers to section, as the case may be, of these Terms; (d) all section headings are for convenience only and shall not affect the interpretation or construction of these Terms; (e) all references to these Terms and the words “herein,” “hereof,” “hereto,” and “hereunder” and other words of similar import refer to these Terms as a whole and not to any particular section or other subdivision; (f) the words “including,” “included,” and “includes” mean inclusion without limitation; and (g) the word “or” is not exclusive and shall have the meaning commonly ascribed to the term “and/or”.
  • Correspondence: Any correspondence User wishes to send to PlanOmatic should be directed to: info@planomatic.com.