Terms of Service
Date of Last Revision: June 4, 2011
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY CHECKING THE “I AGREE” BOX ON THE REGISTRATION PAGE OR BY OTHERWISE ACCESSING OR USING THIS WEB SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEB SITE.
These terms and conditions of use (“Site Terms”) apply exclusively to your access to, and use of, the Web site of LiquidPlanner, Inc. (“LiquidPlanner”), located at LiquidPlanner.com (the “Site”), and the services, tools and features offered on the Site, including the LiquidPlanner Workspaces (as defined below), the project management tools (the “Tools”) and the forums (“Forums”) available through the Site (collectively, “Services”). These Site Terms do not alter in any way the terms or conditions of any other agreement you may have with LiquidPlanner, or its subsidiaries or affiliates, for products, services, or otherwise. If you are using the Site or the Services on behalf of any entity, you represent and warrant that you are authorized to accept these Site Terms on such entity’s behalf, and that such entity agrees to indemnify you and LiquidPlanner for violations of these Terms.
LiquidPlanner reserves the right to change or modify these Site Terms or any other policies or guidelines applicable to the Site at any time by posting the revised Site Terms or policies on the Site with the date of the last revision at the top. Any changes or modification will be effective immediately upon posting. Your continued use of this Site following the posting of its changes or modifications will constitute your acceptance of such changes or modifications, and you expressly waive any right to receive other notice of such changes. Therefore, you should review the Site Terms and applicable policies whenever you use the Site in order to understand the terms and conditions that apply to your use of the Site. If you do not agree to the amended terms, you must stop using the Site.
If you have any question regarding the use of the Site, please refer first to the Help Section or the Frequently Asked Questions. All other questions or comments about the Site or its contents should be directed to email@example.com.
2) Member Account, Password, And Security.
You will create an account (including a user name and password) during the registration process. You are responsible for maintaining the confidentiality of the password and are responsible for all activities that occur under your account. You agree to (a) provide accurate, current, and complete information about you when registering your account and update that information as necessary, (b) maintain the security of your password and identification; (c) immediately notify LiquidPlanner of any unauthorized use of your password or account, or any other breach of security, and (d) ensure that you log out from your account at the end of each session. LiquidPlanner will not be liable for any loss or damage arising from your failure to comply with this section.
You will be provided with one or more private pages (a “Workspace”) on which you may enter information about a project, upload content and documents, add and remove users, and use the Tools that the LiquidPlanner team has provided. As the owner of that Workspace, you will be responsible for that Workspace and ensuring that it complies with the requirements set forth in these Terms, including responsibility for all content and conduct occurring on the Workspace.
- Workspace Members. As the owner of a Workspace, you will be given the option to invite users (“Workspace Members”) to participate in that Workspace. You also agree that you are responsible for the activities and conduct of your Workspace Members, as well as the Content posted by such Workspace Members, and that LiquidPlanner will not have any obligation to monitor or restrict your Workspace Members’ activities, although it may do so in its sole discretion. Only Workspace Members you have invited to join a particular Workspace will be authorized to view and contribute to such Workspace.
- Workspace Fees. You agree that, for each Workspace Member you invite to join a Workspace, you will be responsible for paying the applicable fees for such Workspace Member (“Workspace Fees”), as set forth in the price guidelines on our Site in effect at the time such Workspace Member is added. You agree that we may charge such Workspace Fees to the credit card we have on file for your account, and you understand that you will not be able to add Workspace Members if we do not have a valid credit card number on file for your account.
4) User Conduct and Content.
The Site and the Services include Workspaces, forums and other interactive areas or services (“Interactive Areas”) in which you or other users may create, post or store documents, messages, materials, data, information, text, photos, video, graphics, code or other items content or materials on the Site (“User Content”). You are solely responsible for you and your Workspace Members’ use of such Interactive Areas and use them at your own risk.
You agree not to, and to ensure that your Workspace Members will not:
- Upload or post any User Content that is harmful, unlawful, fraudulent, threatening, abusive, inflammatory, harassing, tortious, libelous, defamatory, vulgar, obscene, pornographic, invasive of another’s privacy or publicity rights, hateful, harassing, threatening, or racially, ethnically, or otherwise objectionable;
- Impersonate any person or entity, including, but not limited to, a LiquidPlanner official or Forum moderator, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- Upload or post any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, trade secrets, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- Upload or post any Content that infringes or violates any patent, trademark, trade secret, copyright, or other proprietary right or otherwise violates the rights of any third party;
- Upload, post or distribute any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
- Upload or post any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment;
- Engage in any conduct that would interfere with other users’ ability to use the Interactive Areas, including, but not limited to, disrupting the normal flow of dialogue, causing a screen to scroll faster than other users are able to type, or disrupting the servers or networks connected to the Interactive Areas;
- Intentionally or unintentionally violate any applicable local, state, national or international law, or upload or post any Content that would constitute, encourage or provide instructions for a violation of such laws;
- “Stalk” or otherwise harass another;
- Post Content that is not relevant to the Workspace or the specific discussion group or the Forum; and/or
- Collect, store, or use personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs above.
LiquidPlanner takes no responsibility and assumes no liability for any User Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is LiquidPlanner liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. You agree that you must evaluate and bear all risks associated with the use of any User Content or Interactive Areas, including any reliance on the accuracy, completeness, or usefulness of such User Content or Interactive Areas. As a provider of interactive services, LiquidPlanner is not liable for any statements, representations or User Content provided by its users in any Workspace, forum or other Interactive Area. Although LiquidPlanner has no obligation to screen, edit or monitor any of the Content posted in any Interactive Area, LiquidPlanner reserves the right, and has absolute discretion, to remove, screen or edit any User Content posted or stored on the Site at any time and for any reason without notice, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Site at your sole cost and expense.
5) Copyright and Limited License
Unless otherwise indicated in the Site, the Site and all content and other materials on the Site, including, without limitation, the LiquidPlanner logo, and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the “Site Materials”) are the proprietary property of LiquidPlanner or its licensors or users and are protected by U.S. and international copyright laws.
You are granted a limited, non-sub licensable license to access and use the Site and electronically copy, (except where prohibited without a license) and print to hard copy portions of the Site Materials for your informational, non-commercial and personal use only Such license is subject to these Site Terms and does not include: (a) any resale or commercial use of the Site or the Site Materials therein; (b) the collection and use of any product listings, pictures or descriptions; (c) the distribution, public performance or public display of any Site Materials, (d) modifying or otherwise making any derivative uses of the Site and the Site Materials, or any portion thereof; (e) use of any data mining, robots or similar data gathering or extraction methods; (f) downloading (other than the page caching) of any portion of the Site, the Site Materials or any information contained therein, except as expressly permitted on the Site; or (g) any use of the Site or the Site Materials other than for its intended purpose.
Any use of the Site or the Site Materials other than as specifically authorized herein, without the prior written permission of LiquidPlanner, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes Unless explicitly stated herein, nothing in these Site Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at anytime.
6) Repeat Infringer Policy
In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, LiquidPlanner has adopted a policy of terminating, in appropriate circumstances and at LiquidPlanner’s sole discretion, users who are deemed to be repeat infringers. LiquidPlanner may also at its sole discretion limit access to the Site and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement. Liquid Planner will not be liable for any data, documents, information or other User Content that is lost due to an account being deleted under this section.
7) Copyright Complaints
If you believe that anything on the Site infringes upon any copyright which you own or control, you may file a notification of such infringement with our Designated Agent as set forth below.
- Name of Agent Designated to Receive Notification of Claimed Infringement: Jason Carlson
- Full Address of Designated Agent to Which Notification Should be Sent: 2324 Eastlake Ave. E, Suite 300, Seattle, WA 98102
- Telephone Number of Designated Agent: 1.800.971.1601
- Facsimile Number of Designated Agent: 1.425.643.2714
- E-Mail Address of Designated Agent: dmca@LiquidPlanner.com
We may give notice of a claim of copyright infringement to our users by means of a general notice on the Site, electronic mail to a user’s email address in our records, or by written communication sent by first-class mail to a user’s address in our records.
The LiquidPlanner name and logo, and any other product or service name or slogan contained in the Site are trademarks of LiquidPlanner and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of LiquidPlanner or the applicable trademark holder. You may not use any metatags or any other “hidden text” utilizing “LiquidPlanner” or any other name, trademark or product or service name of LiquidPlanner without our prior written permission. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of LiquidPlanner and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and LiquidPlanner names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.
You are granted a limited, non-exclusive right to create a text hyperlink to the Site for noncommercial purposes, provided such link does not portray LiquidPlanner or any of its products and services in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at anytime. You may not use a LiquidPlanner logo or other proprietary graphic of LiquidPlanner to link to this Site without the express written permission of LiquidPlanner. Further, you may not use, frame or utilize framing techniques to enclose any LiquidPlanner trademark, logo or other proprietary information, including the images found at the Site, the content of any text or the layout/design of any page or form contained on a page on the Site without LiquidPlanner’s express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of LiquidPlanner or any third party.
LiquidPlanner makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party Web sites accessible by hyperlink from the Site, or Web sites linking to the Site. Such sites are not under the control of LiquidPlanner and LiquidPlanner is not responsible for the contents of any linked site or any link contained in a linked site, or any review, changes or updates to such sites. LiquidPlanner provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by LiquidPlanner of any site or any information contained therein. When you leave the Site, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site.
10) Third Party Content
LiquidPlanner may provide third party content or links to Web pages and content of third parties (“Third Party Content”) as a service to those interested in this information. LiquidPlanner does not monitor or have any control over any Third Party Content or third party Web sites. LiquidPlanner does not endorse or adopt any Third Party Content and can make no guarantee as to its accuracy or completeness. LiquidPlanner does not represent or warrant the accuracy of any information contained therein and undertakes no responsibility to update or review any Third Party Content. Users use these links and Third Party Content contained therein at their own risk.
11) Advertisements and Promotions
LiquidPlanner may run advertisements and promotions from third parties on the Site. Your business dealings or correspondence with, or participation in promotions of, advertisers other than LiquidPlanner, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. LiquidPlanner is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non-LiquidPlanner advertisers on the Site.
12) Rights to User Supplied Content
If you post User Content to Workspaces, Forums or other Interactive Areas, you retain ownership of and all intellectual property rights in and to such User Content other than Submissions, which are governed by Section 13 below. However, LiquidPlanner needs certain rights with respect to the User Content in order to operate the Site and provide the Services. Therefore, you grant LiquidPlanner and its affiliates a nonexclusive, royalty-free, and fully sublicensable right to use, reproduce, modify, adapt, publish, create derivative works from, distribute, perform and display such content, solely in connection with providing the Site and the Services. This license in no way affects the private nature of information you post in your Workspaces. You may terminate this license with respect to any content posted to a Workspace by deleting the information from such Workspace. Otherwise, such license will be perpetual and irrevocable. Please see our Security Policy for more information as to how we handle private information you post in your Workspaces. You represent and warrant that (a) you own and control all of the rights to the User Content that you post or you otherwise have the right to post such User Content to the Site; (b) the User Content is accurate and not misleading; and (c) use and posting of the User Content you supply does not violate these Site Terms and will not violate any rights of or cause injury to any person or entity.
You acknowledge and agree that any information, content, items or materials regarding the Site or the Services that are provided by you in the form of email, Forum posts or other submissions to LiquidPlanner, including but not limited to questions, comments, suggestions, feedback, ideas, plans, notes, drawings, original or creative materials, or other content (collectively the “Submissions”), are non-confidential and shall become the sole property of LiquidPlanner. LiquidPlanner shall own exclusive rights to the Submissions, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of the Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. The foregoing does not apply to any materials posted in your Workspace.
14) Export Restrictions
Any software and all underlying information and technology downloaded or viewed from this Site (collectively the “Software or Technical Data”) by you may be subject to U.S. export controls, including the Export Administration Act (50 U.S.C. Appx. §§ 2401 et seq.) and the Export Administration Regulations (“EAR”, 50 C.F.R. Parts 730-774), and may be subject to export or import regulations in other countries. You are responsible for complying with all trade regulations and laws both foreign and domestic. Except as authorized by law, you agree and warrant not to export or re-export the Software or Technical Data to any county, or to any person, entity, or end-user subject to U.S. export controls, including without limitation persons or entities listed on the U.S. Department of Commerce Bureau of Export Administration’s Denied Parties List and the U.S. Department of Treasury’s Specially Designated Nationals. You further represent and warrant that no U.S. federal agency has suspended, revoked, or denied your export privileges.
You agree to defend, indemnify and hold harmless LiquidPlanner, its independent contractors, service providers and consultants, and their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to(a) any User Content you post, store or otherwise transmit on or through the Site; (b) your use of or inability to use the Site or the Services; (c) your conduct in connection with the Site and the Services; (d) the breach of any laws by you, your Workspace Members, agents, or partners, (e) your violation of these Terms or any other relevant terms or the rights of any third party, or (f) any other acts or failures to act by you, your Workspace Members, agents, or your partners in connection with your use of this Site and its Services.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY LIQUIDPLANNER, THE SITE, THE SITE MATERIALS, THE TOOLS, AND THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. LIQUIDPLANNER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE INFORMATION, CONTENT, TOOLS AND MATERIALS AVAILABLE THROUGH THE SITE AND THE SERVICES. LIQUIDPLANNER DOES NOT REPRESENT OR WARRANT THAT MATERIALS OR TOOLS IN THE SITE OR THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.
LIQUIDPLANNER IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT, OR PHOTOGRAPHY OR FOR THE MALFUNCTION OF ANY TOOLS THAT MAY BE PROVIDED OR THE RESULTS FROM SUCH TOOLS. WHILE LIQUIDPLANNERATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE SITE AND THE SERVICES SAFE, LIQUIDPLANNER CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD.
17) Limitation of Liability
IN NO EVENT SHALL LIQUIDPLANNER, ITS DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE, THE SERVICES, THE TOOLS, THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CASED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM LIQUIDPLANNER, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS INOPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO LIQUIDPLANNER’S RECORDS, PROGRAMS ORSERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF LIQUIDPLANNER, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE SITE OR THE SERVICES EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO LIQUIDPLANNER FOR ACCESS TO OR USE OF THE SITE.
18) Changes to Services; Termination
LiquidPlanner reserves the right at any time, without notice and in its sole discretion, to modify or discontinue the Site or the Services or to terminate or suspend your access to the Services or any Workspace, without any liability to you or any other person. You must agree to be bound by any modifications in order to continue using the Services. If you do not agree to the modifications, you must discontinue your use of the Services. LiquidPlanner will not be liable for any data, documents, information or other User Content that is lost due to such modification, discontinuance, termination or suspension. You are solely responsible for backing up any data or other User Content, including any information contained in Workspaces.
19) Applicable Law and Venue
These Site Terms and your use of the Site shall be governed by and construed in accordance with the laws of the State of Washington, applicable to agreements made and to be entirely performed within the State of Washington, without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these Site Terms shall be filed only in the state and federal courts located in King County, Washington and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arisingout of these Site Terms.
Notwithstanding any of these Site Terms, LiquidPlanner reserves the right, without notice and in its sole discretion, to terminate your license to use the Site, and to block or prevent future your access to and use of the Site.
If any provision of these Site Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Site Terms and shall not affect the validity and enforceability of any remaining provisions.
22) Questions & Contact Information
Questions or comments about the Site may be directed to LiquidPlanner at the email address firstname.lastname@example.org.