Planful Beta Services Terms of Use

Version Date: September 6, 2024

These Beta Services Terms of Use (“Terms”) are a legal agreement between Planful Inc. or the affiliated Planful Inc. entity (“Planful”) that provides services (“Application Services”) to the customer (“Client”) pursuant to the Master Subscription Agreement (“Base Agreement”). The Base Agreement is the operative agreement between Planful and Client for the provisioning of the Application Services.

These Terms apply to and govern Client’s participation in any and all beta programs (“Beta Programs”) and Client’s use of Planful’s beta services (“Beta Services”). Client must agree to these Terms in order to participate in the Beta Program or use the Beta Services. These Terms are effective as of the earlier of the date of acceptance of these Terms or the date Client enables or uses a Beta Service (“Effective Date”).

BY INDICATING ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY BETA PROGRAMS OF BETA SERVICES, CLIENT IS ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THESE TERMS. CLIENT AGREES THAT THESE TERMS ARE ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY CLIENT.

1. Eligibility and Participation. By using Planful’s Beta Services, Client agrees to comply with all requirements in these Terms regarding Planful’s Beta Services. Client also agrees to use the Beta Services in compliance with Client’s Base Agreement with Planful, Planful’s Privacy Policy, and Planful’s Acceptable Use Policy (“Base Agreement and Policies”). The Base Agreement and Policies are hereby incorporated by reference and control for any provisions not addressed in these Terms. The Base Agreement and Policies shall continue to apply to Client’s use of Application Services and Beta Services. If Client’s Base Agreement is terminated or expired, these Terms and Client’s use of Beta Services will be terminated.
2. Beta Services. “Beta Services” means a feature of Application Services, that is designated or presented to the user as alpha, beta, experimental, pilot, limited release, in development, developer preview, early access, non-production, evaluation, such that it is provided prior to general commercial release (and can, but is not required to, have the designation “Beta”). Pursuant to these Terms, Planful agrees to allow Client to test and evaluate Beta Services and Client may choose to try such Beta Services or not in its sole discretion. Beta Services are intended for evaluation purposes, are not generally available, and may contain bugs and errors. Client understands Beta Services are provided on an “as is” and “as available” basis.
3. Feedback.Upon Planful’s request, Client agrees to provide suggestions, comments, or other feedback with respect to the Beta Services, including ideas for modifications and enhancements (the “Beta Feedback”). Client assigns to Planful all right, title and interest in and to the Beta Feedback. All Beta Services and Beta Feedback provided by Client are Planful’s Confidential Information, and Planful may use Beta Feedback provided by Client in advertising and promotional materials.
4. Intellectual Property. Planful retains all intellectual property and other rights in the Beta Services and components thereof. Client shall not (i) create derivative works based on the Beta Services; or (ii) modify, reverse engineer, translate, disassemble, or decompile the Beta Services, or cause or permit others to do so.
5. Confidentiality. Client acknowledges and agrees that Beta Services and the Beta Program constitute Confidential Information as defined in the Base Agreement. Client shall keep strictly confidential (i) the Beta Program, (ii) Beta Services, and (iii) all information communicated to Client in relation to the Beta Program or Beta Services, including Client’s participation in the Beta Program. Client may only disclose the Beta Program and Beta Services to its Authorized Users as defined in the Base Agreement.
6. Disclaimer of Warranties. CLIENT HEREBY ACKNOWLEDGES AND AGREES THAT ALL BETA SERVICES ARE PROVIDED BY PLANFUL ON AN “AS IS” BASIS AND AS AVAILABLE, AND CLIENT’S ACCESS TO, PARTICIPATION AND/OR USE OF THE PLANFUL BETA PROGRAM OR BETA SERVICES, IS AT CLIENT’S SOLE RISK. PLANFUL MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PERFORMANCE, SPEED, FUNCTIONALITY, SUPPORT, AND AVAILABILITY OF THE BETA SERVICES. TO THE MAXIMUM EXTENT ALLOWED BY LAW, PLANFUL DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. PLANFUL SHALL HAVE NO LIABILITY OR OBLIGATION FOR ANY HARM OR DAMAGE ARISING FROM DEFICIENCIES THEREWITH.
7. Termination. These Terms commence on the Effective Date, and will remain in effect unless either party provides written notice of termination upon thirty days’ written notice to the other. Notwithstanding the foregoing, Planful reserves the right to modify or terminate the Beta Program or the Beta Services, or Client’s use of the Beta Services, to limit or deny access to the Beta Services and/or participation in the Beta Program, at any time, in Planful’s sole discretion, for any reason, with or without notice and without liability to Client. Planful may never make the Beta Services generally available as part of, or an add-on to, the Application Services, and Client agrees that its decision to purchase the Applications Services was not and is not contingent on the delivery of any future functionality or features within the Beta Services. These Terms will remain in effect until (i) Client is no longer a customer of Planful; (ii) the Beta Services are generally released to Planful customers as part of the Application Services; or (iii) Client breaches its obligations under these Terms, including a breach of confidentiality obligations. Any breaches of Client’s obligations under these Terms may result in immediate termination from use of the Beta Services.
8. Limitation of Liability and Indemnification. IN NO EVENT SHALL PLANFUL OR ITS AFFILIATES BE LIABLE FOR INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS AND WHETHER DIRECT OR INDIRECT: (i) INCLUDING LOSS OF CLIENT DATA; (ii) LOSS OF REVENUE OR PROFITS; OR (iii) LOSS OF USE; HOWEVER CAUSED AND WHETHER OR NOT FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), VIOLATION OF STATUTE, OR OTHERWISE, AND WHETHER OR NOT PLANFUL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PLANFUL SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO BETA SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE PLANFUL’S LIABILITY WITH RESPECT TO BETA SERVICES SHALL NOT EXCEED $500.00.