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Terms of Service | LiquidPlanner

Terms of Service

Updated: May 4, 2021

This Terms of Service agreement (“Agreement”) is between LiquidPlanner, Inc. (“LiquidPlanner,” “we,” “us” or “our”), and any person or entity ( “you”, “your” or “Customer”) that accesses or uses the LiquidPlanner services, websites  or any LiquidPlanner mobile applications (collectively the “Sites”) or the products or services made available through or in connection with the Sites (the Sites and such products and services are collectively the “Services”).  

1. Acceptance of Agreement Terms. By accessing or using the Services (including but not limited to browsing the Site), you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. If you are agreeing to this Agreement on behalf of an entity, you represent and warrant that you have the authority to bind such entity to this Agreement, and your agreement shall constitute the agreement of the entity to this Agreement, and the terms “you” and “your” shall include the entity. If you do not agree to all of the terms of this Agreement, do not access or use the Services.

2. Changes to this Agreement. LiquidPlanner reserves the right to change this Agreement from time to time. If we change this Agreement, we will notify you of any such changes by posting the revised Agreement on the Services and/or by sending you a communication using information associated with your account. You should review this Agreement periodically for changes. All changes shall be effective upon posting, and we will revise the “Last Updated” date above on the date any revised version of this Agreement becomes effective. Your continued use of or access of the Services after any changes to this Agreement constitutes your agreement to be bound by any such changes. 

3. Services.

3.1. Description. The Services we offer include the project management applications, services, tools, features, and functionality made available through the Sites, including associated hosting, cloud storage, and data processing services. Depending on the plan Customer selects (the “Subscription Plan”), the Services include a private LiquidPlanner workspace dedicated for use by you (a “Workspace”) or a private LiquidPlanner organization (an “Organization”) which includes and administers one or more Workspaces. 

3.2. Documentation and Site Materials. LiquidPlanner may make certain user guides, manuals, videos, tutorials, webinars, and other information, documentation, and materials made available on the Services (“Documentation”). You may only use the Documentation in connection with your use of the Services. All content, information, and other materials contained in, made accessible on, or provided through the Services and Documentation, including the LiquidPlanner logo and all designs, text, graphics, pictures, images, information, data, software, sound files, and other files, and the selection and arrangement of any of the above are “Site Materials”.

3.3. Provision of Services. LiquidPlanner will (a) provide you with technical and other support services for the Services in accordance with the support package included in your Subscription Plan or otherwise purchased by you and as further described on our Pricing page; and (b) use commercially reasonable efforts to make the Services available to you in accordance with our Service Level Agreement, except for scheduled downtime and any unavailability caused by circumstances beyond the reasonable control of LiquidPlanner such as acts of God, floods, fires, earthquakes, or other natural disasters, acts of terror, civil disturbances, Internet service provider failures or delays, or failures or delays caused by issues with the facilities, equipment, or services maintained by you and necessary for your access to and use of the Services. 

3.4. Your Responsibilities. Customer is responsible for (a) ensuring that only you and users you invite to access and use a Workspace (your “Workspace Members”) are permitted to access and use the Workspace; (b) ensuring that only you and users you invite to access and use an Organization (your “Organization Users”) are permitted to access and use the Organization; (c) ensuring that all access to and use of the Services by you and your Organization Users and Workspace Members comply with this Agreement; (d) all Customer Content (defined below); (e) all actions taken via the Organization Account, Workspace Account and the User Accounts (each defined below) on the the Services and the security of all user credentials associated with the Organization Account, Workspace Account and User Accounts; and (f) providing, installing, and maintaining, at your own expense, any and all equipment, facilities, and services necessary for you and your Organization Users and Workspace Members to access and use the Services. 

3.5. Use Restrictions and Customer Conduct. Customer may only use the Services or Site Materials for the purposes expressly permitted in this Agreement. Without limiting the following, the rights granted to you in Section 7.2 do not authorize you to do any of the following; and you agree in connection with your access and use of the Services and/or Site Materials that you will not: (a) enable any third party to access or use the Services or Site Materials; (b) modify or create any derivative work based upon any part of the Services or Site Materials; (c) distribute, copy, license, rent, or sell any part of the Services or Site Materials to any third party; (d) grant any sublicense or other rights to any third party; (e) reverse engineer, disassemble, or decompile all or any portion of, or attempt to discover or recreate the source code for the Services; (f) use any data mining, robots, or similar data gathering or extraction methods; (g) download (other than the page caching) any part or any information contained in the Site Materials, except as expressly permitted on the Services; (h) remove, obscure, or alter any proprietary rights notices; (i) engage in or permit any harassing, intimidating, predatory, infringing or unlawful activities that could create any liability or result in harm to LiquidPlanner or any third party; (j) develop a competitive product or service; (k) engage in or permit any use, reproduction, distribution, disposition, possession, disclosure, sale, or other activity involving any part of the Services or Site Materials that is not expressly authorized under this Agreement or otherwise in writing by LiquidPlanner; (l) attempt to circumvent any content-filtering techniques or security measures; (m) attempt to access any features or areas of the Services that you that you are not authorized to access; (n) develop any third-party applications or services that interact with the Services without LiquidPlanner’s prior written consent; (o) infringe or violate any intellectual property or proprietary rights of any third party; or (p) use any private or personal information of a third party without such third party’s consent.

3.6. Access to Customer Content. Any documents, files, folders, information, data, text, photos, videos, graphics, and other items, content, or materials created, uploaded, posted, submitted, provided, or stored on or through the Services by you (“Customer Content”) to an Organization may be viewable by you and other Organization Users. Customer Content in a Workspace may be viewable by you and other Workspace Members. If you use any areas of the Sites that are publicly accessible and provide any Customer Content to such areas, you understand that such Customer Content may be viewable by the public. You are solely responsible for any Customer Content you provide in any publicly-accessible areas of the Sites.

3.7. Customer Content Restrictions. Customer agrees not to create, provide, or store any Customer Content through or to the Services that (a) may create any liability, violate any applicable federal, state, regional, local, or foreign laws, regulations, rules, codes, judgments, and orders (“Applicable Laws”), or result in any harm or injury to LiquidPlanner or any third party; (b) involves the publication of any material or content that is false, defamatory, untruthful, unlawful, harassing, or obscene; (c) violates any privacy rights of any third party or promotes bigotry, racism, hatred, or harm; (d) constitutes an infringement of any intellectual property or proprietary rights of any third party; or (e) contains any software viruses, corrupted data, or other harmful, malicious, disruptive, or destructive files or content. In addition to the other rights afforded to LiquidPlanner under this Agreement, LiquidPlanner reserves the right, but has no obligation, to take remedial action if any Customer Content materially violates any of the terms of this Agreement, which may include the removal or disablement of access to such Customer Content, without any liability to you.

3.8. Changes to Services. We reserve the right to alter, enhance, upgrade, improve, modify, discontinue or otherwise change the Services and Site Materials, in whole or in part, as we deem appropriate and in our discretion and without notice. We will not materially reduce the core features or functionality of, or discontinue, any Services to which you have subscribed during the term of your subscription unless we provide you with prior notice. If we discontinue the Services or materially reduce the core features or functionality of the Services to which you have subscribed, you may terminate your Subscription Plan to such Services.

3.9. Professional Services. LiquidPlanner may provide implementation, training, consulting, or other professional services to you pursuant to a separate written agreement entered into and signed by both parties. 

4. Accounts. In order to access or use certain Services, you must have an account. “User Accounts” are created by individuals after receiving a Customer’s invitation to join an Organization or Workspace. Each User Account is linked to a unique email address. Once created, a User Account may be used by the Organization User or Workspace Member to access and use the Organization or Workspace and other Services. Each Workspace has a “Workspace Account” which is your administrative account that allows you to administer, manage, and use the Workspace. The Workspace Account is linked to your unique email address. Each Organization has an “Organization Account” which is your administrative account that allows you to administer, manage, and use the Organization. Workspace Accounts and Organization Accounts are each an “Administrative Account”.

5. Confidentiality and Privacy

5.1. Security. LiquidPlanner will implement and maintain reasonable physical, administrative, and technical measures in its facilities and on its systems and networks to protect Customer Content from unauthorized access by any third party. LiquidPlanner will not be responsible for any unauthorized access to any Customer Content that (a) occurs through your systems or networks; (b) results from any vulnerabilities or weaknesses in your devices, equipment, facilities, networks, or systems; (c) results from the use or misuse of the Administrative Account or any User Accounts; or (d) results from any breach of your privacy or data protection policies or procedures by you or any third party.

5.2. Notice. You will immediately notify LiquidPlanner in writing if any unauthorized use of an Administrative Account or User Account, or any other breach of security related to the Services comes to your attention. In the event any unauthorized third party obtains access to the Services through you (directly or indirectly), you agree to take all steps necessary to terminate such unauthorized use and provide LiquidPlanner with such cooperation and assistance related to such unauthorized access as LiquidPlanner may reasonably request.

5.3. Privacy. The LiquidPlanner Privacy Policy describes and governs how we collect, use, and share information about users of the Services. By accessing or using the Services, you agree to the collection, use, and disclosure of such information by us as described in the Privacy Policy.

6. Fees and Payment.

6.1. Fees. Except for Free Trials and/or Free Plans described below, you will pay all fees for your Subscription Plan, together with any seat or license fees (collectively “Licenses”) for your Organization Users or Workspace Members and any other fees applicable to your use of the Services (collectively “Fees”). All Fees are payable in United States dollars. Information regarding the Fees and your Subscription Plan are accessible via your Administrative Account. You may manage or upgrade your Subscription Plan (including the number of Licenses available for your Organization Users or Workspace Members) via your Administrative Account. You agree to pay all Fees associated with any training, professional services, upgrades or additional License purchases made by you via your Administrative Account. Unless otherwise agreed by the parties in writing, (a) all Fees are based on your Subscription Plan and the number of Licenses you purchase and not on actual usage; (b) your payment obligations and Subscription Plan are non-cancelable; (c) all Fees paid are non-refundable; and (d) you may not downgrade your Subscription Plan or decrease the number of Licenses purchased during the term of your Subscription Plan. If you downgrade your Subscription Plan or decrease the number of Licenses purchased, the downgrade or License decrease will not take effect until renewal at the end of the current term (i.e. the downgrade or License decrease will take effect at the beginning of the next term).

6.2. Proration. Depending on your Subscription Plan or the type of purchase being made, the Fees associated may be prorated to cover the number of days from date of purchase to the end of the applicable Billing Period. “Billing Period” means the recurring billing period during which you will be charged the Fees throughout the term of this Subscription Plan. 

6.3. Changes to Fees. LiquidPlanner may change the Fees with not less than 30 days’ prior notice to you; provided, that (a) any increase in the annual Fees for your Subscription Plan will not be effective until the first anniversary of the the date you purchase a Subscription Plan (the “Effective Date”) and (b) any such increase in Fees will not exceed 5% of the Fees in effect during the period prior to such increase (unless the Fees applicable during such prior period were subject to a promotion or discount provided to you by LiquidPlanner, in which case such increase in Fees may exceed 5%). Any change in the Fees will take effect on the first Billing Period after the 30 day notice period has expired.

6.4. Payment. You will be charged on a recurring basis for the Fees set forth in the Settings section of your Administrative Account. You must designate, set up, and maintain a valid payment method in your account for making recurring automatic payments for the Fees . For recurring automatic payments, (a) you authorize LiquidPlanner, or a third-party payment processor of LiquidPlanner, to charge your designated payment method for the amount of the Fees applicable to each Billing Period on the first day of such Billing Period for the duration of the term of the Subscription Plan and any renewal subscription term(s); and (b) you must maintain a valid designated payment method with up to date and accurate information at all times during the term of the Subscription Plan. Requests to revoke authorization for future automatic recurring payments must be submitted in writing. Any Fees not paid when due will bear interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less, computed and compounded daily until the date paid. You will reimburse LiquidPlanner for any costs and expenses (including reasonable attorneys’ fees) incurred by LiquidPlanner associated with collecting any overdue payments. Without limiting our other rights or remedies, LiquidPlanner may accelerate your unpaid Fees obligations so that all such obligations become immediately due and payable, suspend Services until such amounts are paid in full, provided that we will provide you at least 10 days’ prior notice of the overdue and accelerated amount before suspending Services.

6.5. Invoices. If LiquidPlanner invoices you for the Fees applicable to a Billing Period, you will pay all Fees set forth in the invoice within 30 days of your receipt of the invoice or by a later payment due date if such is set forth in the invoice.

6.6. Taxes. The Fees and other amounts payable to LiquidPlanner under this Agreement do not include any taxes, customs, duties, fees, or other amounts assessed or imposed by any governmental authority, including VAT and applicable sales tax. You are responsible for all taxes in connection with your subscribed Services (other than taxes imposed on LiquidPlanner’s net income). You will pay or reimburse LiquidPlanner for all such amounts on demand or provide certificates or other evidence of exemption.

6.7. Payment Disputes. If you dispute any Fees due during a Billing Period, you must provide written notice to LiquidPlanner within 30 days from the payment due date with an explanation of the nature of the dispute. Unless LiquidPlanner receives a written notice of the dispute within such time period, the Fees due for such Billing Period will be deemed correct and payable in full by you.

 6.8 Free Trials; Free Plans 

6.8.1 Registration. We may offer a free trial or a free plan of Services that will allow you to access and use certain features and functionalities of the Services on a trial basis, free of charge, for a limited period of time (“Free Trial or FreePlan”). If you register for a Free Trial or Free Plan, this Agreement and any additional terms and conditions to which you agree during the registration process for your Free Trial or Free Plan will govern your access to and use of the Services during your Free Trial or Free Plan period. 

6.8.2. Free Trial or Free Plan Period. If you register for a Free Trial, the term of your Free Trial will continue until the earlier of (a) the end of the Free Trial period for which you registered or (b) the date after you register for your Free Trial on which you purchase a Subscription Plan. If you register for a Free Plan, the term of your Free Plan will continue until the earlier of (a) the date after you register for your Free Plan on which you purchase a Subscription Plan or (b) a termination date LiquidPlanner may choose at any time and in our sole discretion by providing notice to you through the Services.  

6.8.3. Availability of Customer Content. You acknowledge and agree Customer Content during your Free Trial or Free Plan may not be available to you after the date on which your Free Trial expires or Free Plan concludes. If you purchase a Subscription Plan that offers different features or functionalities than those provided during your Free Trial/Plan, you may lose access to certain features and functionalities of the Services that were available to you during your Free Trial/Plan. You may export certain Customer Content during your Free Trial/Plan prior to the date on which your Free Trial expires or Free Plan concludes, or as otherwise permitted by us. We reserve the right to permanently delete your Customer Content 30 days following the expiration of your Free Trial or conclusion of your Free Plan, unless you purchase a Subscription Plan before deletion that includes Services at least equivalent to those provided during your Free Trial/Plan.

6.8.4. Disclaimer. NOTWITHSTANDING SECTION 11 OR ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS DURING THE FREE TRIAL OR FREE PLAN, WITH ALL FAULTS, DEFECTS, AND ERRORS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. LIQUIDPLANNER HEREBY SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES, SITE MATERIALS, AND CUSTOMER CONTENT AND ANY OTHER MATTERS UNDER THIS AGREEMENT IN CONNECTION WITH YOUR USE OF THE SERVICES DURING YOUR FREE TRIAL OR FREE PLAN.

7. Ownership and Intellectual Property Rights.

7.1. Customer Content. LiquidPlanner does not obtain any ownership rights in Customer Content. However, by providing or causing the provision of Customer Content to or through the Services, you grant (and you warrant that you have all rights necessary to grant) to LiquidPlanner (and its affiliates) a non-exclusive, non transferable, sublicensable, worldwide, royalty-free license to transmit, process, store, use, copy, modify, create derivative works based upon, display, and distribute Customer Content solely in connection with our provision of the Services and performance of our obligations under this Agreement. You understand that you are solely responsible for your Customer Content. You represent and warrant to us that your Customer Content and our use of your Customer Content as contemplated by this Agreement will not misappropriate or infringe the copyright, trademark rights, moral rights, rights of publicity, intellectual property, proprietary rights or other rights of any third party. You and LiquidPlanner will comply with all Applicable Laws in connection with the processing of the Customer Content.

7.2. LiquidPlanner Content.  Subject to the terms of this Agreement, LiquidPlanner grants you, for the duration of the term, a non-exclusive, non-transferrable, non-sublicensable limited license to access and use the Site Materials and Services in your Subscription Plan solely for your internal use in the regular course of your business. This license includes the right for you to permit your Organization Users or Workspace Members to access and use the Organization or Workspace and the Services pursuant to your Subscription Plan. The maximum number of Organization Users or Workspace Members permitted to access and use the Organization or Workspace may not exceed the number of Organization User or Workspace Member seats/licenses included in your Subscription Plan or otherwise purchased by you.

7.3. Feedback. You may submit questions, comments, suggestions, feedback, ideas, plans, notes, drawings, original or creative materials or other information and materials about the Services, Site Materials, or us (collectively “Feedback”) at any time. Feedback is non-confidential. LiquidPlanner will own all rights in and to the Feedback, including all intellectual property rights, and will be entitled to the use Feedback for any purpose, without acknowledgment or compensation to you.

7.4 Rights in Services. LiquidPlanner and its licensors own all right, title, and interest, including all intellectual property rights, in and to the Services and Site Materials. Any customizations of the Services provided by LiquidPlanner for your use as part of your Subscription Plan pursuant to this Agreement will be exclusively owned by LiquidPlanner. Except as explicitly stated in this Agreement, LiquidPlanner and its licensors reserve all rights in and to the Services and Site Materials. Except for the license and rights expressly granted to you, nothing in this Agreement will be construed as conferring any right or license to any intellectual property rights of LiquidPlanner or any third party, whether by estoppel, implication, or otherwise. No title to or ownership of the Services or Site Materials is transferred to you or any third party under this Agreement.

8. Term; Termination; Suspension.

8.1. Term. This Agreement commences on the earlier of (a) the date you access or use the Services or (b) the Effective Date and will remain in effect until the date termination of this Agreement becomes effective in accordance with this Agreement.

8.2. Term of Your Subscription Plan. The term of your Subscription Plan will commence on the Effective Date and will be valid for the term specified for your Subscription Plan at the time you make your purchase unless terminated earlier in accordance with the terms of this Agreement or your Subscription Plan. If You upgrade or make changes to your Subscription Plan, such upgrade or changes may affect the term of your Subscription Plan. Any promotions, extensions or additional periods applicable to your Subscription Plan and provided to you by LiquidPlanner, in our sole discretion, will be deemed to be included in the term of your Subscription Plan.

8.3. Auto-Renewal of Your Subscription Plan. The term of your Subscription Plan will automatically renew for successive subscription terms unless you either (a) cancel your Subscription Plan via your Administrative Account before the date of automatic renewal, or (b) provide us with written notice of non-renewal at least 30 days prior to the end of your then current subscription term.

8.4. Termination. If either party commits a material breach of this Agreement, the other party may give the breaching party written notice of the breach. Unless otherwise agreed by the parties in writing, the term of this Agreement will terminate immediately if the breaching party does not cure such breach within 30 days after its receipt of such written notice. In addition, LiquidPlanner may terminate this Agreement, at any time and in our sole discretion, by providing notice to you through the Services.

8.5. Effect of Termination

8.5.1. The termination of a Subscription Plan or this Agreement will not affect either party’s rights with respect to actions occurring prior to termination. Except as expressly set forth in this Agreement, LiquidPlanner will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to our termination of any Subscription Plan or this Agreement. 

8.5.2. Upon the expiration or termination of your Subscription Term and upon the expiration or termination of this Agreement, (a) all licenses and rights granted to you to access and use the terminated Services will immediately and automatically terminate; (b) provided, however, that unless you are in material breach of this Agreement, LiquidPlanner will make certain Customer Content available for download by you for a period of at least 30 days after the date of such expiration or termination. LiquidPlanner may permanently delete the Customer Content after such 30-day period unless prohibited by law. 

8.5.3. If LiquidPlanner terminates your Subscription Plan or this Agreement pursuant to Section 8.4 due to a material breach by you, all unpaid Fees obligations, including those that would have become due during the term of your Subscription Plan, become immediately due and payable. You agree to immediately pay to LiquidPlanner all unpaid Fees then payable and that would have become due had this Agreement or Subscription Plan not been terminated. 

8.5.4. If LiquidPlanner terminates this Agreement for convenience pursuant to Section 8.4, LiquidPlanner will provide a pro-rata refund of any Fees paid by you and applicable to the period following the effective date of termination. 

8.5.6. The parties’ respective rights and obligations which by their nature should survive termination, including but not limited to all defined terms and all payment obligations and liabilities accrued prior to the effective date of expiration or termination will survive any expiration or termination of this Agreement.

8.6. Suspension of Services. LiquidPlanner may suspend your access to and use of the Services if (a) you fail to pay any Fees or other amounts when due and payable under this Agreement; or (b) LiquidPlanner reasonably determines that you have breached or are breaching any of the terms of this Agreement.

9. Indemnification

9.1 By Customer. You agree to defend, indemnify, and hold LiquidPlanner, its independent contractors, service providers, and consultants, and each of their respective directors, employees, and agents (collectively, “LiquidPlanner Parties”), harmless from and against any and all third-party claims, damages, liabilities, costs and expenses, including without limitation reasonable attorneys’ fees (collectively “Claims”) that arise from or related to your (a) Customer Content; (b) use of any facilities, equipment, or services in connection with the Services; (c) Feedback; (d) any breach or violation of any Applicable Laws, this Agreement, or any rights of any third party; (e) the combination of the Services and other products, equipment, software, or services not supplied, authorized, or recommended in writing by LiquidPlanner; or (f) gross negligence or willful misconduct. LiquidPlanner shall have the right to participate in the defense of such Claims, at its own cost. You may not settle or negotiate any Claims that result in liability to, or an obligation upon, LiquidPlanner Parties, financial or otherwise, without the written consent of LiquidPlanner.

9.2 By LiquidPlanner. We agree to defend, indemnify, and hold Customer, and your independent contractors, service providers, and consultants, and each of their respective directors, employees, and agents (collectively, “Customer Parties”), harmless from and against any and all Claims that arise from or related to (a) our any breach or violation of any Applicable Laws in connection with providing the Services; (b) our breach or violation of this Agreement; (c) our breach or violation of any rights of any third party; or (f) our gross negligence or willful misconduct. Customer shall have the right to participate in the defense of such Claims, at your own cost. We may not settle or negotiate any Claims that result in liability to, or an obligation upon, Customer Parties, financial or otherwise, without your written consent.

10. Limitations of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, WARRANTY, STRICT LIABILITY OR OTHERWISE, SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE (INCLUDING LOSS OF PROFIT, REVENUE, USE, DATA OR FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, OR SITE MATERIALS, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, OR (B) DIRECT DAMAGES IN EXCESS OF AN AMOUNT EQUAL TO THE SUM TOTAL OF AMOUNTS, IF ANY, YOU HAVE PAID LIQUIDPLANNER UNDER THIS AGREEMENT.

11. Warranties and Disclaimers.

11.1. Warranties. LiquidPlanner and you each represents and warrants that (a) this Agreement constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) each has all necessary rights and authority to perform its obligations under this Agreement; and (c) the performance of this Agreement does not and will not violate the terms or conditions of any other agreement to which such party is a party or by which it is otherwise bound.

11.2. Disclaimers

11.2.1. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, EXCEPT FOR THOSE SET FORTH IN SECTION 11.1 ABOVE, LIQUIDPLANNER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES, SITE MATERIALS AND THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF USE OR FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT, ANY WARRANTY THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND ANY WARRANTIES ARISING BY COURSE OF PERFORMANCE OR TRADE USAGE. 

11.2.2 LIQUIDPLANNER MAKES NO WARRANTIES, EXPRESS OR IMPLIED: (A) REGARDING CUSTOMER CONTENT OR ANY FACILITIES, EQUIPMENT, OR SERVICES USED BY YOU IN CONNECTION WITH THE SERVICES; (B) REGARDING THE ACCURACY, COMPLETENESS, OR TIMELINESS OF ANY INFORMATION OR DATA PROVIDED IN CONNECTION WITH OR RESULTS OBTAINED THROUGH USE OF THE SERVICES OR SITE MATERIALS; (C) THAT THE SERVICES ARE FREE FROM BUGS, ERRORS, DEFECTS, OR DEFICIENCIES. TO THE EXTENT THAT LIQUIDPLANNER MAY NOT AS A MATTER OF APPLICABLE LAWS DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED PURSUANT TO SUCH LAW. 

12. General Terms.

12.1. Governing Law, Jurisdiction, and Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Washington, without reference to its conflict of law provisions. Any judicial proceedings arising out of or relating to this Agreement, the Services, or Site Materials must be brought in, and you and LiquidPlanner hereby consent to the exclusive jurisdiction in, a state or federal court of competent jurisdiction located in King County, Washington. You and LiquidPlanner waive any right to object to venue in such courts. 

12.2. Marketing Unless you provide LiquidPlanner with prior written notice to the contrary, you agree that LiquidPlanner may reference you as a customer and display your corporate name and logo on LiquidPlanner’s website and other promotional materials where LiquidPlanner identifies its other customers, subject to any trademark usage policies or brand guidelines provided or published by you. 

12.3. Excused Performance. LiquidPlanner will not be liable for, or be considered to be in breach of this Agreement on account of, any delay or failure to perform as required by this Agreement resulting from any cause or condition beyond its reasonable control, including without limitation acts of God, floods, fires, earthquakes, or other natural disasters, pandemics or epidemics, acts of war or terror, acts or orders of government, civil disturbances, breakdowns, malfunctions, interruptions or other issues with computer facilities, power, internet service, or other systems, or failures or delays caused by breakdowns, malfunctions or other issues with the facilities, equipment, or services maintained by you and necessary for your use of the Services.

12.4. Assignment. You may not assign this Agreement or any of your rights or obligations under this Agreement without the prior written consent of LiquidPlanner. Any attempted assignment without such consent will be void.

12.5. Waiver. A party’s failure or delay in exercising any right under this Agreement will not limit or operate as a waiver thereof, nor will the waiver of any breach by the other party waive any other or further breach.

12.6. Severability. If any provision of this Agreement is for any reason deemed illegal or invalid, such illegality or invalidity will not affect the validity of the remainder of this Agreement, and each such term or provision will be valid and enforceable to the fullest extent permitted by law.

12.7. Export Restrictions. Any software and all underlying information and technology downloaded or viewed from the Services (collectively, the “Software or Technical Data”) 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 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 warrant that no U.S. federal agency has suspended, revoked, or denied its export privileges.

12.8. Entire Agreement. This Agreement, together with all agreements and terms incorporated by reference, sets forth the entire agreement between you and LiquidPlanner and supersedes any and all other oral or written agreements or understandings between the parties with respect to the Services. No provision of any purchase order, confirmation, or other business form provided by Customer to LiquidPlanner will alter, add to, or supersede the terms and conditions of this Agreement.