Terms of Use Agreement

IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER (SECTION 12). IT AFFECTS YOUR LEGAL RIGHTS. PLEASE READ IT CAREFULLY.

1. ACCEPTANCE OF TERMS

This Terms of Use Agreement ("Agreement") is entered into by and between Planado Inc., a Delaware corporation ("Company," "we," "us," or "our"), and the entity or individual accessing or using our Services ("Client," "you," or "your").

By creating an Account, clicking "I Agree" (or similar button), or accessing the Planado Field Service Management software, mobile application ("App"), and related services (collectively, the "Services"), you represent and warrant that: (i) you have read, understood, and agree to be bound by this Agreement; (ii) you are of legal age to form a binding contract; and (iii) if you are entering into this Agreement on behalf of a company or other legal entity, you have the authority to bind such entity to these terms. If you do not have such authority, or if you do not agree with these terms, you must not accept this Agreement and may not use the Services.

2. DEFINITIONS

• "Account" means the unique digital environment assigned to Client to manage the Services and Authorized Users.
• "Authorized User" means an employee, contractor, or agent of Client who is authorized by Client to use the Services, for whom a subscription has been purchased.
• "Billing Cycle" means the subscription period selected by Client (e.g., 1, 3, 6, or 12 months) for which fees are prepaid.
• "Client Data" means all electronic data, information, and content submitted by Client or its Authorized Users to the Services.
• "Country of Use" means the specific geographic territory where Authorized Users physically perform field services, as designated by Client at the time of purchase.
• "Service Data" means metadata, telemetry, and aggregated or anonymized data derived from Client’s use of the Services, which does not identify Client or any natural person.

3. GRANT OF LICENSE AND RESTRICTIONS

3.1 License Grant.

Subject to your compliance with this Agreement and payment of applicable Fees, Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services solely for your internal business operations during the Subscription Term.

3.2 Geographic Pricing & Audit Rights.

Client acknowledges that the Fees for the Services are determined based on the Country of Use. Client represents that the Country of Use selected for each Authorized User accurately reflects the location where such user primarily performs services.

• (a) Verification: Company reserves the right to monitor and audit usage of the Services, including but not limited to analyzing IP addresses, GPS location data logged by the App, and other telemetry, to verify compliance with the Country of Use restrictions.
• (b) True-Up: If Company determines, in its reasonable discretion, that Authorized Users are accessing the Services or performing work in a geographic territory subject to a higher pricing tier than the one subscribed to ("Out-of-Region Use"), Company may invoice Client for the difference between the paid fees and the applicable fees for the actual Country of Use ("True-Up Fees"). Such True-Up Fees shall be calculated retroactively from the date the Out-of-Region Use began. Client agrees to pay any True-Up Fees within seven (7) days of invoice.

3.3 Restrictions.

You shall not: (a) license, sell, rent, or lease the Services to any third party; (b) reverse engineer or decompile the Services; (c) use the Services to build a competitive product; or (d) access the Services for purposes of monitoring availability, performance, or functionality for benchmarking.

4. ACCOUNT OBLIGATIONS

Client agrees to provide accurate, current, and complete information during registration, including valid email addresses for: (a) billing notifications; (b) service alerts (e.g., disconnection warnings); and (c) invoices. Client may designate a separate email address specifically for accounting purposes. Client is responsible for maintaining the confidentiality of Account credentials and for all activities that occur under the Account.

5. FEES, BILLING, AND PAYMENT

5.1 Fees.

Client agrees to pay all fees in accordance with the pricing plan and Billing Cycle selected ("Fees"). Fees are non-refundable except as required by law or explicitly stated herein.

5.2 Billing Cycle.

The Billing Cycle is prepaid and may be set to 1, 3, 6, or 12 months. Client may select or change the Billing Cycle via the Account settings.

5.3 Payment Methods.

• (a) Credit/Debit Card: By adding a payment card, Client authorizes Company to automatically charge the Fees at the start of each Billing Cycle. Company reserves the right to initiate the charge up to five (5) days prior to the commencement of the renewal Billing Cycle to ensure uninterrupted service.
• (b) Wire Transfer: Wire transfers are accepted only for specific Billing Cycles as indicated in the Account or Order Form.

5.4 Late Payment & Suspension. If Fees are not successfully settled within five (5) calendar days after the start of a Billing Cycle, Company reserves the right to immediately suspend Client’s access to the Services without further notice.

5.5 Subscription Changes (Upgrades & Downgrades).

• (a) Adding Licenses (Quantity Upgrade): Client may add Authorized Users at any time. For such additions, Client will be charged a prorated amount based on the number of days remaining in the current Billing Cycle.
• (b) Plan Upgrade (Tier Upgrade): If Client upgrades to a higher pricing plan, the current Billing Cycle will be effectively terminated on the date of upgrade. The unused portion of prepaid Fees will be credited to Client’s internal Account balance ("Prorated Credit"). A new Billing Cycle for the upgraded plan will commence immediately, and the Prorated Credit will be applied toward the new Fees.
• (c) Reducing Licenses (Downgrade): Client may reduce the number of Authorized Users effective only at the start of the next Billing Cycle. No refunds or credits will be issued for the unused portion of the current Billing Cycle resulting from a reduction in licenses.

5.6 Taxes.

Fees do not include any taxes, levies, duties, or similar governmental assessments (collectively, "Taxes"). Client is responsible for paying all Taxes associated with its purchases hereunder.

6. CANCELLATION AND TERMINATION

6.1 Cancellation by Client.

• (a) Card Payments: Client may cancel the automatic renewal of the subscription at any time via the Account. In such event, the Services will remain active until the expiration of the current paid Billing Cycle.
• **(b) Wire Transfer: **Client must provide written notice of non-renewal to [support@planado.app] at least ten (10) calendar days prior to the expiration of the current Billing Cycle.

6.2 Effect of Cancellation.

Cancellation does not entitle Client to a refund of any prepaid Fees. Client remains liable for all charges accrued up to the end of the Billing Cycle.

6.3 Post-Termination Data Retention.

Upon expiration or termination of this Agreement:

• Client will lose access to the Services.
• Company will retain Client Data for a grace period of twenty-five (25) days following the date of suspension (totaling 30 days from the payment due date).
• Deletion: After the expiration of this retention period, Company shall have no obligation to maintain or provide any Client Data and may, unless legally prohibited, permanently delete all Client Data in its systems. Client is solely responsible for exporting Client Data prior to such deletion.

7. INTELLECTUAL PROPERTY & MARKETING

7.1 Ownership.

Company retains all rights, title, and interest in and to the Services, including all related intellectual property rights. Client retains all rights to Client Data.

7.2 Feedback.

Client grants Company a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by Client.

7.3 Marketing Reference.

Client grants Company a non-exclusive, royalty-free, worldwide license to use Client’s name, logo, and trade name on Company’s website and in marketing materials to identify Client as a user of the Services.

8. DATA PROTECTION AND PRIVACY

8.1 Privacy Policy.

Client’s use of the Services is subject to Company’s Privacy Policy, available at [Link], which is incorporated herein by reference.

8.2 Data Processing Addendum (DPA).

To the extent that Company processes any Personal Data (as defined in the GDPR or CCPA) on behalf of Client, the terms of the Planado Data Processing Addendum ("DPA") are hereby incorporated by reference and shall apply.

• (a) GDPR: For EU clients, Company acts as a "Processor" and Client acts as a "Controller."
• (b) CCPA: For California clients, Company acts as a "Service Provider," and Client acts as a "Business." Company shall not Sell or Share (as defined by CCPA) any Client Personal Data.

9. WARRANTY DISCLAIMER

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Damages.

IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Liability Cap.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF COMPANY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT GIVING RISE TO LIABILITY.

11. INDEMNIFICATION

Client agrees to defend, indemnify, and hold harmless Company from and against any claims, damages, obligations, losses, liabilities, costs, and expenses (including attorney's fees) arising from: (a) Client’s use of the Services in violation of any law or this Agreement; (b) Client Data; or (c) any dispute between Client and its customers or employees.

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1 Governing Law.

This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

###12.2 Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules.

• (a) Venue: The seat of arbitration shall be Tbilisi, Georgia
• (b) Language: The arbitration shall be conducted in English.
• (c) Authority: The arbitrator shall have the power to grant whatever relief would be available in a court under law or in equity. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

12.3 Class Action Waiver.

YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

13. MISCELLANEOUS

13.1 Force Majeure.

Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials, or pandemics/epidemics.

13.2 Severability.

If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full force.

13.3 Entire Agreement.

This Agreement constitutes the entire agreement between the parties regarding the Services.

13.4 Notices.

Notices to Company must be sent to 2021 Fillmore St PMB 27, San Francisco, CA 94115, USA, or via email to support@planado.app

14. CONTACT US

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

• Planado Inc
• 2021 Fillmore St PMB 27
• San Francisco, CA 94115
• United States
• Phone: +13235215314
• Fax: +13235215314
• support@planado.app
• Privacy Policy Terms Of Use Disclaimer Cookie Policy Roadmap Consent Preferences

Planado Inc Domestic Transfer Details

Use these details to send both domestic and ACH transfers to Planado Inc's Mercury account

Beneficiary

• Beneficiary Name: Planado Inc
• Account Number: 202344380181
• Type of Account: Checking
• Beneficiary Address: 2021 Fillmore Street, PMB 27 San Francisco, CA 94115

Receiving Bank Details

• IBAN / account number: GB62TRWI23080155947390
• SWIFT BIC: TRWIGB2LXXX
• Bank name: Wise Payments Limited
• Bank address: 56 Shoreditch High Street London, E1 6JJ, United Kingdom

Planado Inc International Wire Details

If you are filling out a wire form, please reference the section labels with MT103 field numbers in grey

Wire Details

• IBAN / account number: GB62TRWI23080155947390
• SWIFT BIC: TRWIGB2LXXX
• Bank name: Wise Payments Limited
• Bank address: 56 Shoreditch High Street. London, E1 6JJ, United Kingdom

Beneficiary (59 Beneficiary customer name & address)

• IBAN / Account Number: 202344380181
• Beneficiary Name: Planado Inc
• Beneficiary Address: 2021 Fillmore Street, PMB 27 San Francisco, CA 94115, USA