Last Updated: May 22, 2019

Welcome to Plaitoe!

Plaitoe LLC (“Plaitoe” or “we”) is a Delaware limited liability company that provides the Plaitoe website and platform for the purpose of streamlining the human resource management process (the “Service”) to users like you (sometimes referred to herein as “you” or “user”).

Plaitoe provides the Service to you subject to the notices, terms, and conditions set forth in this agreement (the “Agreement”). Your use of the Service is also subject to our Privacy Policy (as it may change from time to time), which is hereby incorporated by this reference in its entirety and can be reviewed by visiting www.plaitoe.com/privacypolicy.

When you use the Service, you will be subject to and agree to be bound by this Agreement, the Privacy Policy, and any other agreements related to your use of the Service and relationship with Plaitoe, including but not limited to any Service Agreement (as defined below). In the event that any of the terms, conditions, or notices contained herein conflict with the Privacy Policy, these terms shall control. PLEASE READ THIS AGREEMENT CAREFULLY AS IT AND THE REFERENCED DOCUMENTS DESCRIBE THE COMPLETE TERMS OF USE. LOGGING IN AND OTHERWISE USING THE SERVICE INDICATES YOUR ACCEPTANCE (ON BEHALF OF YOURSELF AND AS AN AGENT OF THE ENTITY FOR WHICH YOU ARE ACCESSING THE SERVICE) OF ALL THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU DO NOT AGREE TO THESE TERMS, AS THEY MAY CHANGE PERIODICALLY, YOU MAY NOT USE THE SERVICE. Plaitoe reserves the right to terminate this Agreement and your access to the website, or generally cease offering the Service, at any time for any reason.

IMPORTANT: PLEASE REVIEW THE DISPUTE RESOLUTION PROVISION BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH PLAITOE ON AN INDIVIDUAL BASIS THROUGH BINDING ARBITRATION. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

DEFINITIONS

Authorized Employee” means any and all employees, agents, contractors, and other individuals and entities presently employed or contracted by you and who you have designated or otherwise permitted to use the Service on your behalf and subject to this Agreement.

 

“Employer” means an employer of Administrators and Authorized Employees and who is a User of the Service.

 

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996.

 

“HITECH Act” means the Health Information for Economic and Clinical Health Act of 2009.

 

“Service Agreement” means the Plaitoe Service Agreement entered into between a User and Plaitoe.

“User” means a verified, legal entity which has, through an authorized representative, executed a Service Agreement.

“User Administrator” an Authorized Employee with administrative privileges as designated by a User.

LICENSE

  1. License Grant. Subject to the terms of this Agreement, Plaitoe grants you a limited, non-exclusive, and nontransferable license to:(i) download, install, access, and otherwise use the Service for your internal business purposes only on devices owned or controlled by you or otherwise entrusted to you for the purpose of accessing and using the Service; and (ii)  access, download, and otherwise use the Service strictly in accordance with this Agreement (the “License”).
  2. License Restrictions. You shall not: (i) copy, modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Service; (ii) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Service or any part thereof; (iii) remove, delete, alter, or obscure any trademarks, copyright, patent, or other intellectual property or proprietary rights notices from the Service; (iv) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Service; and (v) assign, sublicense, or otherwise transfer or make the Service available to any unauthorized person or other third party.
  3. Verification. You acknowledge and agree that Plaitoe may verify your identity and credentials prior to granting you the License (the “Verification”). You acknowledge and agree that Plaitoe may use third-party service providers for Verification, and that Plaitoe may use and disclose personal information provided by you (including, but not limited to your personal or business name, address, phone number, date of birthday) for the purpose of Verification. You represent and warrant that all information you provide for the purpose of Verification is complete and accurate, and agree to maintain the accuracy of all such information.
  4. Reservation of Rights. You acknowledge and agree that the Service is provided under license, and not sold, to you. You do not acquire any ownership interest in the Service, or any other rights thereto other than to use the Service in accordance with this Agreement. Plaitoe reserves and shall retain its entire right, title, and interest in and to the Service, including all copyrights, trademarks, and other intellectual property rights.

USE OF SERVICE

By downloading, accessing, or using the Service, you agree to the following:

  1. You represent and warrant that your use of the Service complies with all state, federal, and other laws and regulations.

 

  1. You represent and warrant that you are at least 18 years old and have the legal capacity to enter into a binding contract. You may not authorize others to use your account, and may not allow persons under the age of 18 to obtain services via your account. You represent and warrant that you are not a person or entity barred from accessing the Service under laws of any jurisdiction.

 

  1. You agree that Plaitoe and its third-party providers and affiliates, including third parties we may use for Verification and payment processing may contact you in order to effectuate providing Services to you.

 

  1. Plaitoe respects other people’s rights, including intellectual property rights, and expects users to do the same. While you may make limited copies of information related to your requested services, you may not reproduce, distribute, display, sell, lease, create derivative works from, translate, modify, reverse-engineer, disassemble, decompile, or otherwise exploit the Service or any portion of it. You may not make any commercial use of any of the information provided on the Service or make any use of the Service for the benefit of another person, business, or other entity except as provided herein or expressly authorized by Plaitoe. You may not access, monitor, or copy any content or information provided via the Service using any robot, spider, scraper, or automated or manual means for any purpose. Any violation of any person or entity’s intellectual property rights may result in the immediate termination of Services and deletion of your User Account.

 

  1. You are responsible for obtaining the data network access necessary to use the Service. In addition to any charges and other fees incurred, your mobile network’s data and messaging rates and fees may apply. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Service, and the Service may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. By providing information necessary to obtain Services, you hereby consent to the transmission of such information as necessary in accordance with Plaitoe’s Privacy Policy.

 

  1. User Generated Content (as defined below), including personal information and other data, is transmitted in accordance with Plaitoe’s Privacy Policy. However, because the security of information transmitted through the Internet can never be guaranteed, you acknowledge and agree that Plaitoe shall not responsible or liable for any interception, interruption, alteration to, or loss of any User Generated Content or other data so transmitted. By providing User Generated Content, you hereby consent and agree that Plaitoe may transmit your User Generated Content as necessary in order to provide Services.

 

  1. Plaitoe reserves the right to refuse Service and terminate User Accounts at its discretion, without limitation, for any reason or no reason at all, or if it believes that your conduct violates this Agreement, the Privacy Policy, applicable law, or is otherwise harmful to Plaitoe, its affiliates, third-party providers, or other users.

 

 

 

USERS

 

The Plaitoe Services are offered to Users, Users’ Administrators and Authorized Employees, and other users. Users, Administrators, Authorized Employees, and all other users are each a party to this Agreement, and use of the term “you” shall apply to all users accessing and otherwise obtaining Services.

 

Users may create accounts for, and otherwise provide access to the Service to Users’ Administrators and Authorized Employees. You hereby acknowledge and agree that you shall be responsible for ensuring that your Administrators and Authorized Employees comply with the terms of this Agreement, and all other Applicable Regulations (as defined below). Plaitoe may suspend or terminate this Agreement and the provided Services if Plaitoe reasonably believes any Administrator or Authorized Employee has violated this Agreement, any Applicable Regulations, or is otherwise misusing the Service.

 

Users may designate Administrators with administrative privileges, including but not limited to: adding and removing Authorized Employees; granting, modifying, and terminating access rights and privileges of Authorized Employees; changing roles, adding and changing locations; creating, modifying, and closing job postings; uploading and revising content and information; managing and monitoring internal messaging systems, emails, and other communications; accessing and preparing reports and evaluations; and communicating with and transferring information to third-party service providers, such as payroll and other payment processors.

If you are accessing and using the Service as an Administrator or Authorized Employee, you represent and warrant that: (i) you have the permission and authority to use and access the Service and act on behalf of your Employer; (ii) all information you submit is complete and accurate, and conforms with relevant provisions herein; (iii) you agree to be bound by the terms of this Agreement, as they may change from time to time; (iv) your use and access to the Service may be terminated by Plaitoe pursuant to the terms of this Agreement; and (v) your use and access to the Service may be terminated by your Employer subject to the terms of any agreement between you and your Employer.

You may delegate, establish, and change the access and privileges granted to your Administrators and Authorized Employees at any time. You shall be and remain responsible for all use and activity which occurs under your User Account (as defined below) and the User Account of your Administrators, Authorized Employees, and any other individual or entity gaining access to your User Account.

USER ACCOUNT/ACCOUNT REGISTRATION

In order to use the Service, you must register for and maintain a user account (a “User Account”). Account registration requires you to submit to Plaitoe certain personal and business information (including personal and business information of your Administrators and Authorized Employees), including but not limited to, your name, address, mobile phone number, age, and at least one valid payment method. You agree to maintain accurate, complete, and up-to-date information in your User Account at all times. Your failure to maintain such information may result in your inability to use the Service, and termination of this Agreement and your User Account. You are responsible for all activity that occurs within your User Account as well as activity that occurs within your Administrators’ and Authorized Employees’ accounts.

Upon registration, Plaitoe may assign you a password and account identification (the “Login Credentials”), which enable you to access and use the Service. You will be deemed to be authorized to access and use the Service in a manner consistent with this Agreement each time you use your Login Credentials. Plaitoe shall have no obligation to investigate the authorization or source of any access or use of the Service. YOU WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THE SERVICE BY ANYONE USING THE LOGIN CREDENTIALS ASSIGNED TO YOU, WHETHER OR NOT SUCH ACCESS TO AND USE IS ACTUALLY AUTHORIZED BY YOU, INCLUDING WITHOUT LIMITATION, ALL COMMUNICATIONS, TRANSMISSIONS, AND OBLIGATIONS (INCLUDING ANY PAYMENT OBLIGATIONS).

You are solely responsible for protecting the security and confidentiality of your User Account and the Login Credentials assigned to you, and you shall immediately notify Plaitoe of any actual or suspected unauthorized use or misuse.

USER GENERATED CONTENT

The Service may contain profiles, internal messaging systems, information exchange platforms, and other interactive features. Plaitoe may, from time to time and in its sole discretion, request or permit you to submit, upload, and otherwise publish text, audio, and/or visual content, including commentary and feedback to other users (“User Generated Content”). User Generated Content also includes, and is not limited to, information and materials uploaded to, stored on, or processed using the Service related to your business, Administrators, and Authorized Employees. In addition, Plaitoe may, from time to time and in its sole discretion, permit you to view the User Generated Content of other users.

Except as otherwise detailed herein, you own the User Generated Content that you submit or post through the Service and the User Generated Content submitted by your Administrators and Authorized Employees. You grant Plaitoe a non-exclusive, perpetual, irrevocable, worldwide, transferable and sub-licensable license and right to use, copy, modify, distribute, publish, and process information and User Generated Content you provide, without any further consent, notice and/or compensation to you or others, provided, however, that such use shall comply with applicable laws.

You agree, represent, and warrant that your User Generated Content: (i) does not violate any law; (ii) does not violate or infringe upon the copyrights, patents, trademarks, service marks, trade secrets, or other intellectual property and proprietary rights of any person or entity; (iii) is not defamatory, abusive, harassing, threatening, impersonating, or intimidating to any other person or entity; (iv) is not libelous, threatening, obscene, pornographic, hateful, or could give rise to any civil or criminal liability under U.S. or international law; and (v) does not include any bugs, viruses, worms, trap doors, Trojan horses, or other harmful code or properties.

Plaitoe reserves the right to: (i) remove or refuse to post User Generated Content for any or no reason in our sole discretion; (ii) take any action with respect to User Generated Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Generated Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, or which could otherwise create liability for Plaitoe; and (iii) disclose information about you to any third party who claims that material posted by you violates their rights.

You agree that Plaitoe may use your name, trademark, service mark, logo, trade dress and other identifiers for marketing and promotional purposes without additional compensation.

 

You understand and acknowledge that you are responsible for User Generated Content submitted by you and your Administrators and Authorized Employees. You acknowledge and agree that you have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. Submissions and opinions that are User Generated Content are those of the individuals or entities expressing such submissions or opinions, and do not reflect Plaitoe’ opinions. Plaitoe is not responsible or liable to any third party for User Generated Content.

If you believe that any content on the website infringes copyrights you own, please provide Plaitoe written notice in accordance with the Notice and Communications provision below.

FEES AND PAYMENT TERMS

  1. Service Fees. You agree to pay all fees, including but not limited to any set-up fees (the “Set-Up Fee”) and monthly or annual license fees (the “License Fee” and together with the Set-Up Fee, the “Service Fees”) as detailed in your Service Agreement.

 

  1. Payment Schedule. Service Fees shall be paid in accordance with the payment terms detailed in the Service Agreement.

 

  1. Additional Fees. In the event you fail to pay Service Fees in accordance with your Service Agreement, Plaitoe may immediately suspend your User Account and a ten percent (10%) late fee will be added to all outstanding Service Fees (the “Late Fee”). In the event your User Account is suspended, you may be required to pay a reconnection fee as detailed in your Service Agreement (the “Reconnection Fee”). In the event of early termination of the Service Agreement, you may be required to pay an early termination fee as detailed in your Service Agreement (the “Early Termination Fee” and together with the Late Fee and Reconnection Fee, the “Additional Fees”). You hereby approve and authorize Plaitoe to charge your card on file for any and all Additional Fees.

 

  1. Method of Payment. In order to use the Services, you may be required to provide Plaitoe with at least one valid payment method at the time you create your User Account. You may change your payment method and information at any time, so long as at least one valid payment method is kept on file at all times. You agree that Plaitoe may, in its sole discretion, use a third-party payment processor. You hereby authorize Plaitoe (or its third-party payment processor) to charge the card on file pursuant to relevant provisions herein. Plaitoe may, in its sole discretion, accept payment via check and wire transfer.

 

 

SAFETY MEASURES

  1. Professional Services. You will be solely responsible for the services you provide to your consumers, including but not limited to any informational, professional, and technical services. In the event that you provide health care services, you represent and warrant that the services you offer comply with all applicable laws, rules, and regulations, including but not limited to the HIPAA and HITECH Acts (collectively, “Applicable Regulations”), as applicable.

 

  1. Compliance. You acknowledge and agree that your use of the Service complies with all Applicable Regulations. You hereby represent and warrant that you currently have, or will implement and maintain appropriate compliance procedures and safety measures to protect all information uploaded to, stored on, and otherwise transferred using the Service. You hereby agree to immediately notify Plaitoe of any actual or suspected breach of the security or other misuse of the Service. Plaitoe makes no representations, or warranties that your use of the Service will not violate Applicable Regulations.

 

  1. Risk Inherent in Use of Internet. The security of information transmitted through the Internet can never be guaranteed. Plaitoe shall not be responsible or liable for interception or interruption of any communications through the Internet or for changes to or losses of data. Plaitoe may suspend use of the Service if any breach of security is suspected.

 

  1. Insurance. You shall obtain and maintain, at your sole expense, all necessary and reasonable insurance, including but not limited to general liability, errors and omissions, and professional liability insurance. You shall name Plaitoe as an additional insured on all liability policies, and such policies will not be cancelled without prior notice in accordance with policy provisions. Upon request, you shall provide Plaitoe with a certificate of insurance evidencing such coverage.

TERM and TERMINATION

The term of this Agreement commences after Verification (if required by Plaitoe) and upon creation of your User Account and shall continue until terminated pursuant to the terms herein.

You may terminate this Agreement at any time by deactivating or deleting your User Account. Termination of this Agreement does not release you from payment obligations. Termination of this Agreement does not constitute termination of, or release you from any obligations pursuant to, your Service Agreement. Additionally, termination of this Agreement does not limit any of Plaitoe’s rights or remedies at law or in equity.

Plaitoe may terminate this Agreement, without penalty, at any time with or without reason by providing you written notice. Plaitoe may, in its sole discretion, suspend your use of the Service or terminate this Agreement immediately, and without penalty of any kind, if: (i) your identity or credentials cannot be verified; (ii) you breach any of the terms of this Agreement, including but not limited to using the Service other than for its intended purpose; (iii) you violate any applicable laws, rules, or regulations, including but not limited to the HIPAA and the HITECH Acts; (iv) Plaitoe reasonably believes it is necessary to do so to protect Plaitoe (including its owners, affiliates, directors, officers, and employees), and its users and third-party service providers; or (v) to comply with any provision of law or order by any governmental agency.

The provisions relating to Intellectual Property and Confidentiality, Disclaimer, Limitation of Liability, Applicable Laws, Indemnification, and Severability shall survive any termination.

Plaitoe will grant you access to view and copy your records for thirty (30) days following termination and payment of any and all outstanding amounts owed (the “Retention Period”). After the Retention Period, all records will be permanently deleted.

INTELLECTUAL PROPERTY and CONFIDENTIALITY

The website and content, features, and functionality (including but not limited to all graphics, logos, images, videos, icons, and text) (the “Content”) belong exclusively to Plaitoe or its Content suppliers. All software used on the website (the “Software”) is property of Plaitoe or its Software suppliers. U.S. and international copyright laws protect the Content and Software, and use of any of Plaitoe trademarks, service marks, or other intellectual property without Plaitoe’s express written consent is prohibited. You may not use any of Plaitoe’s trademarks, service marks, or other intellectual property in connection with any product or service that is in any way likely to cause confusion or harm to Plaitoe.

You hereby acknowledge and agree that you will gain access to the Service and other Trade Secrets and Confidential Information only as a result of and in connection with this Agreement. You acknowledge that such Trade Secrets and Confidential Information include, but are not limited to, proprietary business information concerning Plaitoe and the Service (including current and future features, functions, products, and services). You acknowledge that such information, referred to herein as “Trade Secrets” or “Confidential Information,” has been provided or otherwise made available to you solely in connection with this Agreement and is not generally known. You acknowledge and agree that Plaitoe, through the expenditure of substantial time, effort, and money, has developed the Trade Secrets and Confidential Information, which have become of great value to Plaitoe. You further acknowledge that such Trade Secrets and Confidential Information constitute “legitimate business interests” of Plaitoe which must be protected. Accordingly, you agree that you shall: (i) protect and safeguard the confidentiality of the Trade Secrets and Confidential Information with at least the same degree of care as you would protect your own, and in no event with less than a commercially reasonable degree of care; (ii) not use Trade Secrets or Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise your rights hereunder; (iii) not make independent use of, copy or otherwise duplicate or replicate, disclose, publish, or authorize anyone to do so, any of Plaitoe’s Trade Secrets or Confidential Information; and (iv) not disclose any such Trade Secrets and  Confidential Information to any other person or entity, except to your officers, Administrators, Authorized Employees, accountants, and legal advisors who have a need to know to assist you, act on your behalf, or to exercise your rights or perform your obligations hereunder. Upon termination of this Agreement, you shall surrender to Plaitoe all Trade Secrets and Confidential Information, including reproductions of any kind, in your custody, possession, or control.

MODIFICATIONS AND UPDATES

Plaitoe reserves the right to modify the terms of this Agreement at any time in our sole discretion. If modifications are made, we will post the revised Agreement on the website and update the “Last Updated” date at the top. If modifications are made, Plaitoe may provide you notice. It is your responsibility to review these notices and any modifications. If you use (or continue to use) the Service after a change, that means you accept the new terms. All changes are effective immediately when posted.

Plaitoe may from time to time in its sole discretion develop and provide updates to the Plaitoewebsite and Service. Updates may include, but are not limited to, upgrades, modifications, bug fixes, other error corrections, and/or new features (collectively, “Updates”). Updates may also modify or delete certain features and functionality. Plaitoe may, but shall not be obligated to, provide any Updates or to continue to provide or enable any particular features or functionality. Updates may occur automatically or you may receive notice of or be prompted to download and install or otherwise accept Updates.

THIRD PARTY MATERIALS

The Service may display, include, or otherwise make available third-party content (including data, information, applications, and other software, products, and/or services) or provide links to third-party websites or services (“Third-Party Materials”). You acknowledge and agree that Plaitoe is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, quality, or any other aspect thereof. Plaitoe does not assume and shall have no liability or responsibility for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

INTERNATIONAL ACCESS

This Service may be accessed from outside the United States and may contain products and services or references to products and services that are not available outside of the United States. Any such references do not imply that such products and services will be made available outside the United States. Users who access or use the Service from outside the United States are responsible for complying with their local laws and regulations.

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Plaitoe and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to: (i) your use or misuse of the Service; (ii) your breach of this Agreement, including but not limited to the content you submit or make available through use of the Service; (iii) the use or misuse of the Service by any person authorized by you to access and use the Service, including but not limited to your Administrators and Authorized Employees; (iv) the use or misuse of the Service by any person gaining access using your Login Credentials; (v) any action we take in reliance on any instruction, information, or assurance you provide; and (vi) your negligent or willful misconduct.

 

DISCLAIMERS

Plaitoe is not a health care provider, does not provide health care services or consulting, and is not a Business Associate as such term is defined in HIPAA, as amended. The website and Service are not intended to be used to transfer, exchange, communicate, share, or otherwise store medical or health information or records, or other personal, private, or protected information related to any healthcare service recipient or patient. The intended purpose of the Service is solely for use in the management of human resources.

THIS SERVICE AND ALL INFORMATION PUBLISHED VIA THE WEBSITE ARE PRESENTED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. PLAITOE EXPLICITLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PUPOSE, NONINFRINGEMENT, AND TITLE.

THE WEBSITE AND SERVICES PROVIDED THEREFROM MAY INCLUDE INACCURACIES, MISTAKES OR ERRORS. BY USING THE WEBSITE AND ACCEPTING SERVICES, YOU DO SO VOLUNTARILY AND ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTS TAKEN OR OMISSIONS MADE IN RELIANCE ON THE SERVICE.

PLAITOE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE NOR DOES PLAITOE MAKE ANY WARRANTY, WHETHER EXPRESSED OR IMPLIED, AS TO THE ACCESSIBILITY, ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION MADE AVAILABLE OR PUBLISHED VIA THE SERVICE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY AND COMPLETENESS OF ALL INFORMATION ON THE SERVICE OR ANY SITES WITH WHICH IT IS LINKED.

THE DISCLAIMERS DETAILED HEREIN APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PLAITOE OR ITS AFFILIATES HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE WEBSITE OR SERVICE OR THE CONTENT THEREOF FOR: (i)  PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; (ii) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE SERVICE; and (iii) DATA NON-DELIVERY, MISDELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION.

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, PLAITOE’S AGGREGRATE LIABILITY SHALL BE LIMITED TO THE AGGREGATE AMOUNT PAID BY YOU TO PLAITOE FOR THE ONE (1) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL PLAITOE’S AGGREGATE LIABILITY EXCEED FIVE THOUSAND DOLLARS ($5,000).

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT YOU RECOVER ANY INSURANCE PROCEEDS RELATED TO DAMAGES, SUCH PROCEEDS SHALL OFFSET AGAINST ANY DAMAGES CLAIMED BY YOU AGAINST PLAITOE.

THE LIMITATIONS AND DISCLAIMERS HEREIN DO NOT PURPORT TO ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, PLAITOE’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON PLAITOE’S CHOICE OF LAW PROVISION SET FORTH BELOW.

MISCELLANEOUS TERMS

  1. Dispute Resolution and Applicable Law. Plaitoe is committed to customer satisfaction. If you have a problem or dispute, we will try to resolve your concerns. As a condition of a claim of breach of this Agreement by Plaitoe, you agree to provide us written notice and an opportunity to resolve any such problems or disputes. If, within sixty (60) days of receipt of written notice, we are unable to resolve the problem or dispute (or if resolution is not practicable within that period, we are not working diligently to resolve such dispute), you may pursue claims as detailed herein.

 

  1. The laws of the State of Florida shall govern this Agreement. Any dispute relating to your use of the Service shall be submitted to confidential arbitration in Miami-Dade County, Florida, except in regards to issues regarding violations of Plaitoe’s intellectual property rights, for which Plaitoe may seek relief from any state or federal court of competent jurisdiction. You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non-conveniences with respect to venue and jurisdiction. Arbitration under this Agreement shall be conducted pursuant to the Commercial Arbitration Rules then prevailing at the American Arbitration Association. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration hereunder shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. In using this Service, you further agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to, or connected with the use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose, or be forever banned.

 

  1. By using the Service, you agree that Plaitoe’s remedy at law for any actual or threatened breach of the intellectual property provisions herein would be inadequate. As such, and notwithstanding any other obligations to arbitrate, Plaitoe shall be entitled to specific performance, injunctive relief, or both, in addition to any damages Plaitoe may be entitled to recover, along with reasonable expenses incurred by Plaitoe for any form of dispute resolution, including reasonable attorneys’ fees. No right or remedy of Plaitoe shall be exclusive of any other, whether at law or in equity, including without limitation damages, injunctive relief, attorneys’ fees and expenses. No instance of waiver by Plaitoe of its rights or remedies hereunder shall imply any obligation to grant any similar, future, or other waiver. No act or omission by or on behalf of Plaitoe is intended to be, nor should be construed as, a waiver of its rights, claims, causes of action, or remedies.

 

  1. Waiver of Jury Trial. You hereby knowingly, voluntarily and intentionally waive the right to trial by jury in respect to any litigation based hereon, or arising out of, under, or in connection with this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written), or other actions of any party to this Agreement.

 

  1. No Class Action. You acknowledge and agree that you hereby waive the right to participate in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding related to any disputes which may arise out of or relate to this Agreement.

 

  1. Force Majeure. No failure or omission by either party in the performance of any obligation hereunder shall be deemed a breach of this Agreement on account of force majeure, which shall include acts of God, acts or omissions of any government, or agency thereof, rebellion, riot, invasion, quarantine, restrictions, strike and embargoes, provided that the party relying on this section shall forthwith after any such event give written notice to the other party of its inability to perform such obligation and the reasons therefore. If force majeure continues for a period of more than three (3) months, without the parties being able to develop an alternative satisfactory arrangement, then Plaitoe may terminate this Agreement.

 

  1. Assignability. You shall not assign your rights or obligations under this Agreement without the express written consent of Plaitoe. Any purported assignment of this Agreement by you in contravention of this section shall be considered a material breach of this Agreement, and subject to termination in accordance with relevant provisions herein. In the event that you assign your rights and obligations hereunder, Plaitoe shall be permitted to immediately terminate this Agreement. Notwithstanding the foregoing, Plaitoe reserves the right to assign its right and obligations hereunder.

 

  1. Entire Agreement. This Agreement and other referenced documents and policies constitute the entire agreement between you and Plaitoe, govern your use of the Service, and supersede prior agreements, written or oral, between you and Plaitoe. You may not assign this Agreement or any rights or obligations hereunder, in whole or in part, voluntarily or by operation of law, without prior written consent of Plaitoe. Any purported assignment in contravention of this paragraph shall be null and void. This Agreement does not confer any third-party beneficiary rights. Agreements with third-party providers are separate from this Agreement. Plaitoe’s failure to enforce any right or provision in this Agreement shall not constitute a waiver unless agreed to by Plaitoe in writing.

 

  1. No Joint Venture. Nothing in this Agreement shall be construed to create any joint venture, partnership, employment, or agency relationship between you and Plaitoe or any of its affiliates.

 

  1. Severability. If any provision of this Agreement is deemed void, invalid, or unenforceable for any reason by any arbiter or court of competent jurisdiction, then such provision shall be enforced to the maximum extent possible under applicable law. All provisions of this Agreement are severable, and shall not affect the validity or enforceability of the remaining provisions.

 

  1. Notice and Communications. Unless specified otherwise, any notices or other communications to users permitted or required under this Agreement, will be in writing and given by via email or otherwise electronically through the Service. Notice and other communications from users to Plaitoe should be sent in writing to Plaitoe, LLC at: info@plaitoe.com. Plaitoe encourages you to contact us with questions, comments, and other feedback.

 

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