LivePlan Terms of Service
Last Revised: November 29, 2018
Welcome to LivePlan, owned and operated by Palo Alto Software, Inc. and its UK subsidiary, Palo Alto Software, Ltd. (collectively, “Palo Alto Software”). LivePlan is a web-based subscription service that enables you to write and manage your business plans online and track your financial performance. LivePlan is at times referred to in these Terms of Service as the “Service.”
In order to set up or use a LivePlan account, you must:
- Be at least eighteen (18) years old and able to enter into contracts;
- Complete the registration process;
- Read and agree to these LivePlan Terms of Service; and
- Provide true, complete, and up to date contact information.
Your use of LivePlan is governed by these Terms of Service. By using and/or establishing an account at LivePlan, you (“User”) agree to be bound by and comply with the terms and conditions contained herein.
These Terms of Service comprise a binding legal agreement between you and Palo Alto Software. Please review these Terms of Service carefully. If you represent an organization, your agreement to these Terms and Conditions shall bind your organization and you hereby represent and warranty that you have the authority to act on behalf of your organization.
By signing up for a LivePlan account you agree to be bound by these Terms of Service, and you acknowledge that you have read and understood the terms and conditions herein. Clicking on the button to create an account will have the same effect as signing a contract. If you do not agree to these Terms of Service, you should not click on this button or use the Service.
1. The Service
LivePlan is a web-based subscription service that enables you to write and manage your business plans online and track your financial performance. It allows you to upload, store, transmit, disseminate, and otherwise distribute content to and from your account (“Content”). Your use of the Service is at your own risk. The Service is provided on an AS IS and AS AVAILABLE basis.
3. Modification of the Terms of Service
When using LivePlan, you agree to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time. All such guidelines and rules are hereby incorporated by reference into these Terms of Service. Palo Alto Software may, at its sole discretion, modify or revise these Terms of Service and policies at any time. It is your responsibility as a User to regularly monitor and review the Terms of Service for modifications or revisions. Palo Alto Software may, at its sole discretion, provide you with any notices, including those regarding changes to these Terms of Service, by in-app notification or email. Such notice will be deemed given twenty-four (24) hours after the notification is sent, unless such notice has been sent by email and Palo Alto Software has received notification that the email address is invalid, in which case such twenty-four (24) hour period shall begin once we have sent an in-app notification or email. Alternatively, Palo Alto Software may, at its sole discretion, give you legal notice by mail to a postal address, if provided by you through LivePlan. In such case, notice will be deemed given three (3) days after the date of mailing. Notice posted on LivePlan.com is deemed given five (5) days following the initial posting.
By continuing to use the Service after these Terms of Service have been changed (as indicated by the “Last Revised” date at the top of this page), you agree to be bound by such modifications or revisions. If you do not accept and abide by these Terms of Service, you may not use the Service.
4. Use of the Service
You are responsible for your own communications and communications to and from your account with the Service, and for all Content sent to and from your account, stored under your account, and activity that occurs under your account (even when Content is posted by others who have access to your account) and for any consequences thereof or arising therefrom. You agree that you will use the Service in compliance with all applicable local, state, national, and international laws, rules, and regulations, including any laws regarding the transmission of technical data exported from your country of residence. You shall not, shall not agree to, and shall not authorize or encourage any third party to: (A) use the Service to upload, store, transmit, or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by Palo Alto Software; (B) upload, store, transmit, or otherwise distribute content that infringes upon another party's intellectual property rights or other proprietary, contractual, or fiduciary rights or obligations; (C) prevent others from using the Service; or (D) use the Service for any fraudulent or inappropriate purpose. Violation of any of the foregoing may result in immediate termination of these Terms of Service and your account with LivePlan and may subject you to legal consequences, both civil and criminal. Palo Alto Software reserves the right, but shall have no obligation, to investigate your use of the Service in order to determine whether a violation of these Terms of Service has occurred or to comply with any applicable law, regulation, legal process or governmental request.
You are responsible for determining whether the Service is suitable for you to use in light of any applicable regulations. If you or your use of the Service is subject to any regulations, then we will not be liable if the Service does not meet those requirements, except to the extent agreed otherwise or as required by applicable law. You may not use the Service for any unlawful or discriminatory activities.
5. Content of the Service, Ownership, and Intellectual Property Rights
Palo Alto Software takes no responsibility for third-party content (including, without limitation, any viruses or other disabling features), nor does Palo Alto Software have any obligation to monitor such third-party content. Palo Alto Software reserves the right at all times to remove or refuse to distribute any Content on the Service, such as content that violates these Terms of Service. Palo Alto Software also reserves the right to access, read, preserve, and disclose any information and Content as it reasonably believes is necessary to: (a) satisfy any applicable law, regulation, legal process, or governmental request, (b) enforce these Terms of Service, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security, or technical issues (including, without limitation, the filtering of spam), (d) respond to User support requests, or (e) protect the rights, property, or safety of Palo Alto Software, its Users and the public. Palo Alto Software will not be responsible or liable for the exercise or non-exercise of its rights under these Terms of Service.
The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, services, and all other elements of LivePlan provided and owned by Palo Alto Software are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, all other relevant intellectual property and proprietary rights, and applicable laws, and are the property of Palo Alto Software or its subsidiaries or affiliated companies and/or third-party licensors. Except as may otherwise be noted, all trademarks, service marks, and trade names are proprietary to Palo Alto Software or its affiliates and/or third-party licensors.
Palo Alto Software does not claim any ownership in any of the Content, including any text, data, information, images, photographs, music, sound, video, or other material, that you upload, transmit, or store in your LivePlan account.
6. User Representations and Warranties.
You are solely responsible for your Content and the consequences of uploading, storing, transmitting, or otherwise distributing Content to and/or from your account. Except as set forth herein, Palo Alto Software will not use any of Content for any purpose except to provide you with the Service.
By uploading, storing, transmitting, or otherwise distributing Content, you affirm, represent, and warrant that:
- the Content and any use of it does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, (ii) violate any securities law or regulation in any jurisdiction, or (iii) slander, defame, or libel any other person; and
- the Content does not contain any viruses, adware, spyware, worms, or other malicious code.
Violators of any third-party rights may be subject to criminal and civil liability. Palo Alto Software reserves all rights and remedies against any Users who violate these Terms of Service.
7. Content Disclaimer
You understand that when using LivePlan you may be exposed to Content from a variety of sources, and that Palo Alto Software is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Palo Alto Software with respect thereto. Palo Alto Software does not endorse any Content or any opinion, recommendation or advice expressed therein, and Palo Alto Software expressly disclaims any and all liability in connection with the Content.
8. Statement of Policies
Palo Alto Software disclaims any and all liability in connection with, or arising from, Content uploaded, stored, transmitted, or otherwise distributed by User. In the event Palo Alto Software receives any information or notice that any Content uploaded, stored, transmitted, or otherwise distributed by User violates these Terms of Service or infringes any copyright, trademark, or patent, or is alleged to infringe any copyright, trademark, or patent, Palo Alto Software reserves the right to immediately remove the Content without notice to the User and without any obligation to investigate an allegation of infringement. Palo Alto Software further reserves the right, in its sole and unfettered discretion, to remove for any reason whatsoever, and at any time, any Content uploaded, stored, transmitted, or otherwise distributed by a User, without prior notice to User.
Palo Alto Software further reserves the right to terminate User access to the LivePlan website in the event User violates these Terms of Service.
9. Prohibited Activities; Enforcement of Policies
By agreeing to these Terms of Service you agree not to:
- except as expressly permitted herein, use the Service for any purposes other than to access and use LivePlan as such services are offered by Palo Alto Software;
- share a single login with multiple people (your login may be used by only one person, but you may create separate logins for as many others as you desire);
- block ads if you are a free account User;
- impersonate any person or entity, falsely claim an affiliation with any person or entity, or access LivePlan accounts of others without permission, forge another person's digital signature or identity, misrepresent the source, identity, or content of information transmitted via LivePlan, or perform any other similar fraudulent activity;
- make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users. This includes, but is not limited to: unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;
- use LivePlan for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing data protection, data privacy, or intellectual property and other proprietary rights;
- defame, harass, abuse, threaten, or defraud Users of LivePlan, or collect, or attempt to collect, personal information about Users or third parties without their consent;
- use LivePlan if you are not legally competent to do so;
- remove, circumvent, disable, damage, or otherwise interfere with security-related features of LivePlan or User Content, features that prevent or restrict use or copying of any content accessible through LivePlan, or features that enforce limitations on the use of LivePlan or User Content;
- reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of LivePlan or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
- modify, adapt, translate, or create derivative works based upon LivePlan or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
- intentionally interfere with or damage operation of LivePlan or any User's enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code;
- use any robot, spider, scraper, or other automated means to access LivePlan for any purpose or to bypass any measures Palo Alto Software may use to prevent or restrict access to LivePlan; and
- interfere with or disrupt LivePlan or servers or networks connected to LivePlan, or disobey any requirements, procedures, policies, or regulations of networks connected to LivePlan.
Palo Alto Software reserves the right to scan all Content to ensure compliance with these Terms of Service. In the event Palo Alto Software determines, in its sole discretion, that your use of LivePlan is in violation of these Terms of Service, Palo Alto Software shall have the right, without recourse by the User, to immediately terminate your account.
10. Account, Payment, Refund, Upgrading, and Downgrading
When you use LivePlan, you may be asked to establish an account and establish passwords. You are solely responsible for maintaining the confidentiality of your account and passwords and for restricting access to your computer and/or account, and you agree to accept responsibility for all activities that occur under your account or passwords.
You agree that the information you provide to Palo Alto Software upon registration and at all other times will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. If you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft, or unauthorized disclosure or use of your account ID, password, or any credit, debit or charge card number, if applicable), then you agree to immediately notify Palo Alto Software. You may be liable for the losses incurred by Palo Alto Software or others due to any unauthorized use of your LivePlan account.
- a valid credit card is required for all accounts;
- if you initially sign up for a premium (non-free) account that includes a free trial, and you don't cancel that account within the specified free trial period, you will be billed monthly at the date and time that your free trial period ends. Note that the “days” of the free trial correspond to 24-hour periods beginning at the date and time that you sign up. If you cancel prior to the processing of your first invoice, during your free trial period, you will not be charged;
- an upgrade from the free plan to any paying plan will end your free trial. You will be billed for your first month immediately upon upgrading;
- the Service is billed in advance on a monthly or annual basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made;
- all 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, excluding only United States (federal or state) taxes;
- for any upgrade or downgrade in plan level, your credit card that you provided will automatically be charged the new rate on your next billing cycle; and
- downgrading of the Service may cause the loss of Content, features, or capacity of your Account. Palo Alto Software does not accept any liability for such loss.
11. User Indemnifications and Hold Harmless
User (and the organization that the User represents, if applicable) agrees to defend, indemnify and hold harmless Palo Alto Software, its affiliated companies, officers, directors, employees, and agents from and against all claims, demands, suits, costs, damages, and expenses, including but not limited to attorneys' fees and reasonable settlements that Palo Alto Software may sustain or incur by reason of (a) use of LivePlan website, (b) breach, alleged breach, or violation of the foregoing warranties, representations, and covenants, (c) any violation of any third party right arising from User Content submitted by User, (d) any claim that any User Content submitted by User caused damage to a third party, (e) any allegation or claim that Use of LivePlan by Users constitutes a securities violation in any jurisdiction, or (f) any other violation of these Terms of Service. The obligations of the User (and the organization that the User represents, if applicable) to defend, indemnify, and hold harmless Palo Alto Software shall survive these Terms of Service.
12. Disclaimer of Warranties
USE OF LIVEPLAN SHALL BE AT USER'S SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, PALO ALTO SOFTWARE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH LIVEPLAN AND USE THEREOF.
PALO ALTO SOFTWARE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF WEBSITE CONTENT, (II) PERSONAL INJURY OR DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM ACCESS TO AND USE OF LIVEPLAN, (III) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE LIVEPLAN WEBSITE BY ANY THIRD PARTY, AND/OR (IV) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA LIVEPLAN.
PALO ALTO SOFTWARE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH LIVEPLAN OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING. PALO ALTO SOFTWARE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN A USER AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
13. Limitations of Liability
USER (AND THE ORGANIZATION THAT THE USER REPRESENTS, IF APPLICABLE) AGREES NOT TO HOLD PALO ALTO SOFTWARE, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS LIABLE FOR ANY LOSS OR DAMAGE, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL, INCURRED AS A RESULT OF USER'S USE OF LIVEPLAN (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR DAMAGE OF ANY NATURE WHATSOEVER, RESULTING FROM USER'S ACCESS TO AND USE OF LIVEPLAN, (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM LIVEPLAN, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH LIVEPLAN BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF USER'S USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA LIVEPLAN, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PALO ALTO SOFTWARE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE (OR YOUR APPLICABLE ORGANIZATION IS DOMICILED) IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES, OR LIABILITY CONTAINED IN THESE TERMS OF SERVICE APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.
- You may cancel your use of the Service and/or terminate your account and these Terms of Service with or without cause at any time by providing notice to Palo Alto Software; provided, however, that a terminated account may continue to exist for a reasonable period of time before such cancellation takes effect in order for Palo Alto Software to process the termination. You may terminate your account ONLY in the manner set forth in this Section 14. In addition to the right to terminate your account for using LivePlan in a manner that violates these Terms of Service as provided in Section 9, Palo Alto Software may at any time and for any reason terminate the Service, terminate these Terms of Service, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to your account or any files or other content contained in your account although residual copies of information and Content may remain in the LivePlan system.
- In order to terminate your account, you MUST follow the instructions and account termination procedures provided at the Account Management page of the Service. An account cannot be terminated in any other way, and Palo Alto Software cannot terminate an account by email, telephone, or fax instructions.
15. Notification of Security Breach
In the event of a security breach that may affect you or any of the Users on your account, we'll notify you of the breach and provide a description of what happened. If we determine, and notify you, that you need to forward all or part of that information to any of the Users on your account, you agree to promptly do so.
16. EU/EEA and Switzerland Data Processing
As of May 25, 2018, you agree that unless and until you have accepted the Palo Alto Software Data Processing Agreement (the “DPA”), which is hereby incorporated into these Terms of Service by reference, or at any point the DPA is not in full force and effect for any other reason, you shall be prohibited from Processing Personal Data regulated by EU Data Protection Laws (as defined below), and shall be obligated to immediately cease and desist from any such Processing activities, for as long as the DPA is not in full force and effect. Furthermore, you agree to indemnify and hold harmless Palo Alto Software and its officers, directors, employees, agents, affiliates, successors, and permitted assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind which Palo Alto Software may sustain as a consequence of your breach (or that of your organization) of the obligations set out in this Section 16. EU Data Protection Laws means the EU General Data Protection Regulation (the “GDPR”), the domestic legislation of each European Union Member State implementing and supplementing the GDPR, as well as other laws of the European Union or any Member State thereof to which the Processing of Personal Data (as such terms are defined in the Palo Alto Software Data Processing Agreement) is subject.
You acknowledge that, in the context of the Services, Palo Alto Software acts as the data processor of User Personal Data and that you are the data controller of User Personal Data. Furthermore, you represent and warrant that you will obtain and maintain any required consents (or have another lawful basis) to permit the Processing of User Personal Data under these Terms of Service and the DPA.
If you are located in the European Union or the EEA or you Process Personal Data regulated by EU Data Protection Laws, you represent and warrant that in collecting Content for your use in LivePlan, you:
- Have fully complied, and will fully comply, with all regulations, including EU Data Protection Laws, and all other data protection, electronic communication, and privacy laws that apply to the countries where you and your organization are collecting or disseminating any Content through LivePlan.
- Have collected, stored, used, and transferred all data relating to any individual in compliance with all applicable data protection laws and regulations, including EU Data Protection Laws. You are authorized to allow Palo Alto Software to receive and Process data and send communications to that individual on your behalf.
All capitalized terms in this Section 16 shall have the meanings assigned to them in the DPA.
17. Miscellaneous Terms
- These Terms of Service shall be governed by and construed in accordance with the laws of the State of Oregon, without regard for its conflict-of-laws principles. You consent to the exclusive jurisdiction and venue in the state and federal courts in Lane County, Oregon.
- Palo Alto Software may transfer and assign these Terms of Service without restriction. User may not transfer or assign any of these Terms of Service.
- User affirms and warrants that User is legally competent to enter into these Terms of Service, and the conditions, obligations, affirmations, representations, covenants, and warranties set forth herein.
- If any provision of these Terms of Service is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the remaining provisions of these Terms of Service shall not be affected.
- No waiver of any term of these Terms of Service shall be deemed to constitute a continuing waiver of such term.
- Internet Explorer 9.0 or higher (Windows only)
- Firefox, two latest releases only (Windows and Mac)
- Safari, two latest releases only (Mac only)
- Google Chrome, current release only (Windows and Mac)
The Service is offered by Palo Alto Software, Inc., located at:
44 West Broadway, Suite 426
Eugene, OR 97401