Last updated on April 18, 2022.
These Terms of Service (this “Agreement”) constitute a legally binding contract between Planet Forward Inc., a Delaware corporation (“Planet FWD,” “we,” “us,” “our”) and you with respect to your use of our websites, applications, and other products, services, and platforms, including our website accessible at planetfwd.com (collectively, the “Service”), including your submission of any User Content (as defined below) to the Service.
BY ACCESSING OR USING THE SERVICE, SUBMITTING USER CONTENT TO US, OR BY OTHERWISE INDICATING YOUR ASSENT TO THIS AGREEMENT BY CLICKING “I ACCEPT,” OR ANY SIMILAR MECHANISM, YOU ARE CONSENTING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICE OR SUBMIT ANY USER CONTENT TO PLANET FWD.
Be advised that this Agreement contains disclaimers of warranties and limitations on liability that may be applicable to you.
Notice Regarding Dispute Resolution: This Agreement contains provisions that govern how claims you and Planet FWD have against each other are resolved (see Section 10 (Limitation of Liability), Section 14 (Dispute resolution and arbitration: MANDATORY BINDING INDIVIDUAL ARBITRATION INSTEAD OF COURT; CLASS ACTION WAIVER), and Section 15 (Choice of Law and Forum) below). It also contains an agreement to arbitrate, which will, with limited exception, require you to submit claims you have against us to binding and final arbitration, unless you opt-out of the agreement to arbitrate in accordance with Section 14(J). Unless you opt-out: (A) you will only be permitted to pursue claims against Planet FWD on an individual basis, not as part of any class or representative action or proceeding, and (B) you will be permitted only to seek relief (including without limitation monetary, injunctive, and declaratory relief) on an individual basis.
1. Changes to this Agreement
We reserve the right to, at any time, with or without cause:
• change the terms and conditions of this Agreement
• change the Service, including eliminating or discontinuing any service or other feature of the Service or using different URL(s) to provide the Service; and
• deny or terminate your use of and/or access to the Service.
You must accept all changes in order to continue to use and access the Service. Your access to or use of the Service after such changes constitutes your agreement to such changes. We will attempt to notify you of any material changes to the terms and conditions of this Agreement. If you do not accept such changes, your use and/or access to the Service will be terminated.
2. Use of the Service
We reserve the right to decline to provide the Service to any person for any or no reason. If and when you provide User Content to Planet FWD, you agree to: (A) provide accurate, current, and complete information as prompted (including your contact information), and (B) maintain and update your information to keep it accurate, current, and complete. By providing Planet FWD with your email address or other contact information, you consent to our use of this information to send youService-related notices and other administrative notices, including any notices required by any applicable law, statute, rule, ordinance, code, order, or regulation of any government or quasi-government authority (“Applicable Law”).
You represent and warrant that you have the full right, power, and authority to enter into and perform this Agreement without the consent or approval of any third party.
3. Rules Governing Your Use of the Service
You may not use the Service, or assist or encourage any other party to use the Service, to engage in any activity that Planet FWD deems objectionable, including any of the following prohibited activities:
• Copying, framing or mirroring any part of the Service;
• Accessing the Service for purposes of monitoring its availability, performance, or functionality;
• Using, copying, modifying, creating a derivative work of, reverse engineering, decompiling or otherwise attempting to extract the source code of the software underlying the Service or any part thereof, except to the extent permitted or required by Applicable Law provided that you first gave prior written notice to Planet FWD;
• Distributing or disclosing any part of the Service in any medium, including by any automated or non-automated "scraping";
• Using any automated system, including “robots,” “spiders,” “offline readers,” etc., to access theService in a manner that sends more request messages to Planet FWD than a human can reasonably produce in the same period of time by using a conventional web browser;
• Taking any action that imposes, or may impose, as we determine in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
• Accessing any content on the Service through any technology or means other than those provided or authorized by the Service;
• Bypassing the measures we may use to prevent or restrict access to the Service, including features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein;
• Violating anyApplicable Law or encouraging any conduct that could lead to such a violation, constitute a criminal offense or give rise to civil liability;
• Removing any copyright, trademark or other proprietary or intellectual property right notices contained in or on the Service; and/or
• Executing any form of network monitoring or running a network analyzer or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between the Service’s servers or any data not intended for you.
Improper use of the Services may result in civil or criminal liabilities to you or the termination of access by us to the Services.
4. Intellectual Property
A. Your Rights. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Service solely for your own internal use. Planet FWD reserves all rights not expressly granted herein in the Service. Except as expressly set forth herein, no rights or licenses are granted to you under this Agreement, whether by implication, estoppel or otherwise.
B. Planet FWD Rights.
• User Content License. You expressly grant, and you represent and warrant that you have all rights necessary to grant, to PlanetFWD a royalty-free, fully paid-up, fully sublicensable (through multiple tiers of sublicensees), fully transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, distribute, modify, reproduce, publicly display, publicly perform and create derivative works of all information, data, materials, and content you provide to Planet FWD (collectively, “UserContent”), and Planet FWD will be free to use and exploit such User Content without obligation or liability to you, financial or otherwise, for the purposes of (i) providing the Service, (ii) marketing, selling or otherwise providing products and services using the Service, or (iii) developing, maintaining, supporting or improving the Service. You agree that all User Content is non-confidential and may be used, collected, stored, shared, or otherwise exploited by us or on our behalf (except as expressly set forth in our Privacy Notice (as defined below)), including in order to provide the Service. PlanetFWD aggregates User Content with other data and also collects technical information and data about your use of the Service. You expressly agree that PlanetFWD may use any aggregated and anonymized data for any purpose during or after the term of this Agreement, including to develop and improve the Service or otherwise develop and improve Planet FWD services and products.
• Supplier Content. If you are a supplier, you acknowledge and agree that any content, information, or materials you provide to us, including any information about your products and services, including descriptions or characteristics thereof, are deemed to be “UserContent” and, without limiting the generality of provisions in the “User ContentLicense” section above, Planet FWD will be entitled to freely share such information with the third parties without obligation or liability to you, financial or otherwise, for the purposes set forth in such section.
• Third Party Content. If you provide us, our service providers or our affiliates with any content, information, or materials relating to third party entities or individuals (including your employees, clients, or customers), you represent that you have the authority to do so, and where required, have obtained the necessary consent, and acknowledge that it may be used in accordance our Privacy Notice and this Agreement. You expressly agree that, and agree you have obtained consent from any applicable third party that, such data is deemed to be “User Content” and, without limiting the generality of provisions in the “User Content License”section above, Planet FWD will be entitled to freely share such information with the third parties without obligation or liability to you or the third party entities or individuals, financial or otherwise, for the purposes set forth in such section.
C. Proprietary Rights. The Service is owned and operated by Planet FWD, and the Service (and all intellectual property and other rights relating thereto) is and will remain the property of Planet FWD. The Service is protected by U.S. and international copyright, trademark and other Applicable Laws, and you acknowledge that these rights are valid and enforceable. The Service may be used by you solely to the extent expressly permitted in this Agreement. Use of the Service by you for any other purpose is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using the Service. The trademarks, trade names, service marks, brands, logos, and trade dress displayed on the Service (collectively, the “Planet FWD Trademarks”) are the registered and unregistered intellectual and proprietary property of Planet FWD and/or others. Nothing contained in this Agreement or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Planet FWD Trademark(s) without the express written permission of Planet FWD or the third-party owner of any such Planet FWD Trademark.
The Service may incorporate the Google Maps API(s). To the extent that the Service uses the Google Maps API(s), by accessing or using the Service, you hereby agree to be bound by Google’s Terms of Service (available at https://policies.google.com/terms) for use of the Google Maps API(s).
D. User Content. You are solely responsible for any User Content that you submit, post, or display on or via the Service. Without limitation to the restrictions set forth in Section 3, you represent and warrant that: (i) you own the User Content or otherwise have the right to grant the rights and licenses set forth in this Agreement; (ii) the use of your User Content does not and will not violate, misappropriate or infringe on the rights of any third party, including privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii)the User Content does and will comply with Applicable Law. You acknowledge and agree that your relationship with Planet FWD is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit anyUser Content does not place Planet FWD in a position that is any different from the position held by members of the general public, including with regard to your User Content.
5. Third-Party Links
You hereby affirm that you are at least 18 years old and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement and to abide by and comply with thisAgreement.
7. Privacy Notice
Your use of the Service shall be subject to Planet FWD’s Privacy Notice (the “Privacy Notice”). You expressly consent to the practices described in the Privacy Notice. Planet FWD reserves the right to modify the Privacy Notice in its discretion from time to time. Access to or use of the Service after any such changes shall constitute your agreement to such changes.
8. Term & Termination
This Agreement is effective from the date on which you first access the Service or submit any User Content to Planet FWD, whichever is earlier, and shall remain effective until terminated in accordance with its terms. Planet FWD may immediately terminate this Agreement, and/or your access to and/or use of the Service, or any portion thereof, at any time and for any reason, with or without cause, without prior notice. Planet FWD may also terminate this Agreement immediately if you fail to comply with any term or provision of this Agreement. Upon termination of this Agreement, your right to access and use the Service shall immediately cease and you shall cease all access to and use of the Service. In the event of termination of this Agreement for any reason Sections 1, 2, 3,4(B)-(E), and 5–16 shall survive, except that you shall no longer have any right to access or use the Service.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service, or any part or portion thereof, with or without notice to you. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service, or any part or portion thereof. Nothing in this Agreement shall be construed to obligate Planet FWD to maintain and support the Service, or any part or portion thereof, during the term of this Agreement.
THE SERVICE IS PROVIDED “AS IS,” “AS AVAILABLE”, AND “WITH ALL FAULTS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, AND ANY WARRANTIES THAT THE SERVICE IS CURRENT AND/ORUP-TO-DATE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.
THERE IS NO WARRANTY, REPRESENTATION, OR GUARANTEE THAT THE SERVICE, OR YOUR USE OF THE SERVICE, OR ANY INFORMATION, MATERIAL, OR CONTENT ACCESSIBLE USING THE SERVICE, WILL BE UNINTERRUPTED, COMPLETE, ACCURATE, CURRENT, RELIABLE, ERROR-FREE, SECURE, ORTHAT ANY PROBLEMS WILL BE CORRECTED, OR THAT THE SERVICE, OR ANY INFORMATION, SOFTWARE, OR OTHER MATERIAL ACCESSIBLE FROM THE SERVICE, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATION REGARDING THE USE OF, OR THE RESULTS OF THE USE OF, THE SERVICE AND YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICE AND YOUR RELIANCE THEREON.
10. Limitation of Liability
NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND, NEITHER PLANET FWD NOR ANY OF ITS AGENTS, SUCCESSORS, OR ASSIGNS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES (INCLUDING ANY LOSS OF PROFITS, LOST SAVINGS, OR LOSS OF DATA) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY MANNER TO THE SERVICE OR ANY LINKED WEBSITE, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES. PLANET FWD’S MAXIMUM AGGREGATE LIABILITY TO YOU SHALL NOT EXCEED FIFTY U.S. DOLLARS ($50).
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES AND/OR LIABILITIES, SO CERTAIN OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
You agree to fully indemnify, defend (at Planet FWD’s request), and hold harmless Planet FWD, our agents, successors, and assigns, and our and their directors, officers, employees, consultants, and other representatives (collectively, the “Planet FWD Parties”) from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees) and other expenses that arise directly or indirectly out of or from: (A) your actual or alleged breach of this Agreement; (B) any allegation that any User Content or other materials you submit to us or transmit to the Service infringe, misappropriate, or otherwise violate the copyright, patent, trademark, trade secret or other intellectual property or other right of any third party; (C) your activities in connection with the Service or any other website to which the Service is linked; (D) your negligence or willful misconduct; (E) your use of the results, content, data, or information provided via the Service; (F) any service or product offered by you in connection with or related to your use of the Service; and/or (G) your violation of any Applicable Law.
12. Jurisdictional Issues
Planet FWD makes no representation that the Service operates (or is legally permitted to operate) in all geographic areas or that the Service is appropriate or available for use in other locations. Accessing the Service from territories where the Service or any content or functionality of the Service or portion thereof is illegal is expressly prohibited. If you choose to access the Service, you agree and acknowledge that you do so on your own initiative and at your own risk and that you are solely responsible for compliance with all Applicable Laws. The Service is operated from the United States. If you are located outside of the United States and choose to use the Service or provide your User Content to us, your User Content will be transferred, processed, and stored in the United States. U.S. privacy laws may not be as protective as those in your jurisdiction. Your agreement to the terms of this Agreement or your submission of your User Content in connection with the Service represents your agreement to this practice. If you do not want your User Content transferred to or processed or stored in the United States, you should not use the Service.
13. Notice for California Users
Under CaliforniaCivil Code Section 1789.3, California Service users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of theDivision of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento,California 95834, or by telephone at (800) 952-5210.
14 Dispute resolution and arbitration: MANDATORY BINDING INDIVIDUAL ARBITRATION INSTEAD OF COURT; CLASS ACTION WAIVER
A. Binding Arbitration. You and Planet FWD both agree that any and all disputes or claims arising out of or relating in any way to Planet FWD products or services or from any advertising for any such products or services, including any question regarding the existence, validity, or termination of the Agreement as well as any issue regarding the interpretation of this Section 14, will be resolved by binding arbitration before a sole arbitrator (rather than in court), except that you may assert claims in small claims court if your claims qualify and Planet FWD may pursue a collection action against you in court. This also includes any claims that arose before you accepted the Agreement, regardless of whether prior versions of the Agreement required arbitration. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) and federal arbitration law apply to this arbitration agreement.
B. Neutral Arbitrator. Arbitration uses a neutral arbitrator instead of a judge and jury. An arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of the Agreement as a court would. Arbitration procedures allow for more limited discovery, and court review of an arbitration award is limited.
C. Notice. If you have a dispute and elect to seek arbitration or file a claim in small claims court, you must first send to Planet FWD, by certified mail, a written notice of your claim that (i) describes the nature and basis of the claim or dispute; (ii) sets forth the specific relief sought; and (iii) includes a physical address and email address where you may be reached (“Notice”). The Notice must be addressed to: Planet Forward Inc., 2443 Fillmore St #380-16375 San Francisco, CA 94115 (“Notice Address”). You may download or copy a form Notice a twww.adr.org. If Planet FWD and you do not reach an agreement to resolve the claim within sixty (60) days after the Notice is received, you or Planet FWD may commence an arbitration proceeding or file a claim in small claims court.
D. Initiation of Arbitration. You may download or copy a form to initiate arbitration at www.adr.org.
E. Consumer Arbitration Rules. The arbitration will be governed by the AAA’s then current Consumer Arbitration Rules, as modified by the terms of the Agreement, and will be administered by the AAA. The AAARules and Forms are available online at www.adr.org or by calling the AAA at 1-800-778-7879.In the event of any conflict between the terms of the Agreement and the AAAConsumer Arbitration Rules, the terms of the Agreement will apply.
F. Fees. Each party will bear its own fees in connection with the arbitration, including the expense of its own counsel, experts, witnesses, and preparation and presentation of evidence at any arbitration hearing.
G. Hearings. If your claim is for U.S. $25,000 or less, you and Planet FWD agree that you may choose whether the arbitration will be conducted solely on the basis of documents or through a telephonic hearing. You may also request an in-person hearing, which the arbitrator may grant at his or her discretion. If the arbitrator grants an in-person hearing, such hearing will be conducted either at a mutually agreed location or a location determined by the AAA or the arbitrator. In such an in-person hearing, the parties, or any of their witnesses, have the right to participate remotely by way of videoconference or some similar means. If your claim exceeds U.S. $25,000, the right to a hearing will be determined by the arbitrator. All in-person hearings will be held in San Francisco, California.
H. No Class Action. You and Planet FWD agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, representative, consolidated, or mass action. Neither you nor Planet FWD may join or consolidate claims by or against a third party or arbitrate or otherwise participate in any claim as a class representative, class member or in a private attorney general capacity. If this provision is found to be unenforceable, then the entirety of this Section 14shall be null and void.
I. Confidentiality. Any arbitration will be confidential. Neither you, Planet FWD, the AAA, nor the arbitrator may disclose the existence, content (including any oral or written submissions), or results of any arbitration, except as may be required by Applicable Law or for purposes of enforcing or challenging of the arbitration award.
J. Opt-Out. You may opt out of this dispute resolution procedure by providing written notice to Planet FWD at the Notice Address no later than thirty (30) calendar days from the date of your purchase of Planet FWD products or services (or date of first use, in the case of free products or services). Opting out of this dispute resolution procedure will not otherwise affect the coverage or applicability of theAgreement or your ability to use Planet FWD products or services in any way.
K. Time Limitation on Claims. You agree that any claim you may have arising out of or related to your relationship with PlanetFWD and this Agreement must be filed within one year after such claim arose; otherwise, your claim is permanently barred.
15. Choice of Law and Forum
Without limiting Section 14 this Agreement and your relationship with Planet FWD, the parties shall be governed by, and construed and interpreted in accordance with, the Federal Arbitration Act, applicable federal law, and the laws of the State of California without regard to conflict of laws principles AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. Subject to Section 14, the parties irrevocably consent to bring any action to enforce this Agreement in the federal or state courts located in San Francisco, California, and you consent to the exclusive jurisdiction of the federal or state courts located in San Francisco, California.
If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect, and such provision will be reformed in a manner to effectuate the original intent of the parties as closely as possible and remain enforceable. If such reformation is not possible in a manner that is enforceable, then such term will be severed from the remaining terms, and the remaining terms will remain in effect. This is the entire Agreement between you and us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between you and us with respect to such subject matter. This Agreement may not be changed, waived or modified except by Planet FWD posting such changes, waivers or modifications within the Services. If any employee of Planet FWD offers to modify this Agreement, he or she is not acting as an agent for Planet FWD or speaking on Planet FWD’s behalf. You may not rely, and should not act in reliance on, any statement or communication from an employee of Planet FWD or anyone else purporting to acton Planet FWD’s behalf. This Agreement is between you and Planet FWD; there are no third-party beneficiaries. You are responsible for compliance with all Applicable Laws, including United States export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States or are a foreign person or entity blocked or denied by the United States government. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. Neither this Agreement nor any right, obligation or remedy hereunder is assignable, transferable, delegable or sublicensable by you except with Planet FWD’s prior written consent, and any attempted assignment, transfer, delegation or sublicense shall be null and void. Planet FWD may assign, transfer or delegate this Agreement or any right or obligation or remedy hereunder in its sole discretion. Planet FWD shall not be in breach of this Agreement nor liable for any delay in performing, or failure to perform, any of its obligations under this Agreement, if such delay or failure result from events, circumstances or causes beyond its reasonable control. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Except as explicitly stated otherwise, legal notices shall be served, in the case of Planet FWD, at firstname.lastname@example.org or, in your case, to contact information you choose to provide us. Notice to you shall be deemed given 24 hours after the email is sent. Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. As used in this Agreement, “including” means “including without limitation”.