ACKNOWLEDGMENT AND ACCEPTANCE OF THE TERMS OF SERVICE
PLANERGY, owned and operated by PLANERGY Ltd. (trading as “PLANERGY”), is provided under the terms and conditions of this Terms of Service Agreement and any operating rules or policies that may be published by PLANERGY. The Terms of Service comprises the entire agreement between you and PLANERGY and supersedes all prior agreements between the parties regarding the subject matter contained herein.
By completing the registration process, I confirm that all details provided here are correct and that I am authorized to register for this service on behalf of the company named above and I agree to be bound by all of the terms and conditions of the terms of service.
PLANERGY TERMS OF SERVICE
By using the PLANERGY system you agree to the following terms and conditions (the “agreement”) governing your use of PLANERGY (the “service”). 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 to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity.
Privacy Security
PLANERGY’s privacy and security policies may be viewed at https://planergy.com/privacy-statement/ and https://planergy.com/security-policy/, PLANERGY reserves the right to modify its privacy and security policies in its reasonable discretion, and by law from time to time. Note that because the Service is a hosted, online application, PLANERGY occasionally may need to notify all users of the Service of important announcements regarding the operation of the Service. Furthermore, representatives of PLANERGY may contact the users of the Service from time to time in a support capacity, and/or to verify user satisfaction.
License Grant Restrictions
PLANERGY hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by PLANERGY and its licensors. You shall not (I) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
Your Responsibilities
You are responsible for all activity occurring under your User Accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You are entirely responsible if you do not maintain the confidentiality of your password and Account. Furthermore, you are entirely responsible for any and all activities which occur under your Account. You may change your password at any time. You shall: (I) notify PLANERGY immediately of any unauthorized use of any password or Account or any other known or suspected breach of security; (ii) report to PLANERGY immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another user or provide false identity information to gain access to or use the Service. Use of PLANERGY does not replace the requirement for normal business controls in your business and a common-sense approach to purchasing policy.
Account Information and Data
PLANERGY does not own any data, information or material that you submit to the Service in the course of using the Service (“Account Data”). You, not PLANERGY, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all of your Account Data, and PLANERGY shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Account Data. In the event this Agreement is terminated (other than by reason of your breach), PLANERGY will make available to you a file of your Account Data within 30 days of termination if you so request at the time of termination. PLANERGY reserves the right to withhold, remove and/or discard Account Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use your Account Data immediately ceases, and PLANERGY shall have no obligation to maintain or forward your Account Data.
Intellectual Property Ownership
PLANERGY alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the PLANERGY Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the PLANERGY Technology or the Intellectual Property Rights owned by PLANERGY. The PLANERGY name, the PLANERGY logo, and the product names associated with the Service are trademarks of PLANERGY or third parties, and no right or license is granted to use them.
Third Party Interactions
During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. PLANERGY and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. PLANERGY does not endorse any sites on the Internet that are linked through the Service. PLANERGY provides these links to you only as a matter of convenience, and in no event shall PLANERGY or its licensors be responsible for any content, products, or other materials on or available from such sites. PLANERGY provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.
Charges and Payment of Fees
You shall pay all fees or charges to your Account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total User licenses requested times the User license fee currently in effect OR the price for the selected licence pack plus the cost of any additional licences. The initial term will be one calendar year from the Effective Date. Subsequent licence terms will be multiple of the initial term. You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. You must provide PLANERGY with valid credit card or approved purchase order information as a condition to signing up for the Service. An authorized Administrator may add users to the system through the ADD USER function. Added user licenses will be subject to the following: (I) added licenses will be coterminous with the pre-existing License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month.
Billing and Renewal
PLANERGY charges and collects in advance for use of the Service. PLANERGY will automatically renew and bill your credit card or issue an invoice to you each year on the subsequent anniversary for annual licenses. The renewal charge will be equal to the then-current number of total User licenses times the then-current license fee in effect at the time of renewal.
Fees for other services will be charged on an as-quoted basis. PLANERGY’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. You agree to provide PLANERGY with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, PLANERGY reserves the right to terminate your access to the Service in addition to any other legal remedies. PLANERGY bills in three currencies: US Dollars (USA and CAN), Sterling (UK) and Euro (EU and rest of world). You will be billed in the currency appropriate to your country. If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
Non-Payment and Suspension
In addition to any other rights granted to PLANERGY herein, PLANERGY reserves the right to suspend or terminate this Agreement and your access to the Service if your Account becomes delinquent (falls into arrears). Delinquent invoices (Accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or PLANERGY initiates termination of this Agreement, you will be obligated to pay the balance due on your Account computed in accordance with the Charges and Payment of Fees section above. You agree that PLANERGY may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. PLANERGY reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that PLANERGY has no obligation to retain your Account Data and that such Account Data may be irretrievably deleted if your Account is 60 days or more delinquent.
Termination upon Expiration/Reduction in Number of Licenses
Annual licenses may be reduced or the Agreement terminated by written confirmation to [email protected] thirty (30) days prior to the annual renewal date. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), PLANERGY will make available to you a file of your Account Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that PLANERGY has no obligation to retain your Account Data, and will delete such Account Data, 30 days after termination.
Termination for Cause
Any breach of your payment obligations or unauthorized use of the PLANERGY Technology or Service will be deemed a material breach of this Agreement. PLANERGY, in its sole discretion, may terminate your password, Account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, PLANERGY may terminate a trial Account at any time in its sole discretion. You agree and acknowledge that PLANERGY has no obligation to retain your Account Data, and may delete such Account Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
Representations Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. PLANERGY represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online PLANERGY help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
Mutual Indemnification
You shall indemnify and hold PLANERGY, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (I) a claim alleging that use of your Account Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that PLANERGY (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release PLANERGY of all liability and such settlement does not affect PLANERGY’s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
PLANERGY shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (I) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by PLANERGY of its representations or warranties; or (iii) a claim arising from breach of this Agreement by PLANERGY; provided that you (a) promptly give written notice of the claim to PLANERGY; (b) give PLANERGY sole control of the defence and settlement of the claim (provided that PLANERGY may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to PLANERGY all available information and assistance; and (d) have not compromised or settled such claim. PLANERGY shall have no indemnification obligation, and you shall indemnify Planergy pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(es).
Disclaimer of Warranties
Subject to the indemnification clause, PLANERGY and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the service or any content. PLANERGY and its licensors do not represent or warrant that (a) the use of the service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) the service will meet your requirements or expectations, (c) any stored data will be accurate or reliable, (d) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your requirements or expectations, (e) errors or defects will be corrected, or (f) the service or the server(s) that make the service available are free of viruses or other harmful components. The service and all content is provided to you strictly on an “as is” basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by PLANERGY and its licensors.
Internet delays
PLANERGY’s services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. PLANERGY is not responsible for any delays, delivery failures, or other damage resulting from such problems.
Limitation of liability
In no event shall either party’s aggregate liability exceed the amounts actually paid by and/or due from you in the twelve (12) month period immediately preceding the event giving rise to such claim. In no event shall either party and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this service, including but not limited to the use or inability to use the service, or for any content obtained from or through the service, any interruption, inaccuracy, error or omission, regardless of cause in the content, even if the party from which damages are being sought or such party’s licensors have been previously advised of the possibility of such damages.
Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
Local Laws and Export Control
This site provides services and uses software and technology that may be subject to the export control regulations of the European Union. The user of this site (“User”) acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the European Union maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof. The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. PLANERGY and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to European Union (including European Union Member States) law is prohibited.
Notice
PLANERGY may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in PLANERGY’s Account information, or by written communication sent by first class mail or pre-paid post to your address on record in PLANERGY’s Account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to PLANERGY (such notice shall be deemed given when received by PLANERGY) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to PLANERGY for the attention of the Chief Financial Officer at either of the following addresses:
550 Cochituate Drive, Suite 25, Framingham, MA 01701, USA.
6 Dundrum Business Park, Dundrum, Dublin 14, Ireland.
Modification to Terms
PLANERGY reserves the right to modify the Terms & Conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement.
Assignment
This Agreement may not be assigned by you without the prior written approval of PLANERGY but may be assigned without your consent by PLANERGY to (I) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
General
This Agreement shall be governed by the laws of Ireland, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the courts of Ireland. No text or information set forth on any other purchase order, pre-printed form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and PLANERGY as a result of this agreement or use of the Service. The failure of PLANERGY to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by PLANERGY in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and PLANERGY and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
Definitions
As used in this Agreement and in any Order Forms now or hereafter associated herewith:
“Agreement” means these online terms of use, any Order Forms, whether written or submitted online via the Online Registration, and any materials available on the PLANERGY website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by PLANERGY from time to time in its sole discretion;
“Content” means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service;
“Account Data” means any data, information or material provided or submitted by you to the Service in the course of using the Service;
“Effective Date” means the earlier of either the date this Agreement is accepted by selecting the
“SUBMIT” option presented on the screen after this Agreement is displayed or the date you begin using the Service;
“Initial Term” means the initial period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter);
“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;
“License Administrator(s)” means those Users designated by you who are authorized to purchase licenses online using the Online Registration or by executing written Order Forms and to create User Accounts and otherwise administer your use of the Service;
“License Term(s)” means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s);
“Order Form(s)” means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail);
“Online Registration” means PLANERGY’s online registration page that allows you to, register your business for this service.
“PLANERGY” means collectively PLANERGY Ltd, an Irish Company, having its principal place of business at Unit 6 Dundrum Business Park, Dundrum, Dublin 14, Ireland.
“PLANERGY Technology” means all of PLANERGY’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by PLANERGY in providing the Service;
“Service(s)” means the specific edition of PLANERGY, or other corporate services identified during the ordering process, developed, operated, and maintained by PLANERGY, accessible via https://www.Planergy.com or another designated web site or IP address, or ancillary services rendered to you by PLANERGY, to which you are being granted access under this Agreement, including the PLANERGY Technology and the Content;
“User(s)” means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by PLANERGY at your request).
Questions or Additional Information
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to [email protected].
