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Legal
Legal
1. End Customer License Agreement
2. Master Software as a Service (SaaS) Agreement
ANNEX 1: Service Level Agreement ANNEX 2: Sub-Processor List ANNEX 3: Data Processing Addendum Legal1. End Customer License Agreement
This End Customer License Agreement ("Agreement") is entered into and made effective as of the date the Customer accepts it ("Effective Date"), by and between The Plan AB, Inc., a Delaware corporation headquartered at 530 5th Avenue, New York, NY 10036 ("The Plan AB"), and the Customer identified in the applicable Statement of Work ("Customer").
Each entity may be referred to individually as a “Party” and collectively as the “Parties.”
If the Customer obtains Services (as defined below) through an authorized Partner, this Agreement supersedes any conflicting terms in the Customer’s agreement with that Partner regarding the relationship between the Customer and The Plan AB. Any rights granted solely by the Partner do not apply to The Plan AB and must be pursued through the Partner directly.
BY SIGNING A STATEMENT OF WORK OR ACCESSING, RECEIVING, OR USING THE SERVICES, YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. YOU MAY NOT ACCESS OR USE ANY THE PLAN AB SERVICE OR PRODUCT UNLESS YOU AGREE TO THESE TERMS OR ENTER INTO A WRITTEN AGREEMENT WITH THE PLAN AB.
1. DEFINITIONS
1. "Affiliates" refers to any entity that directly or indirectly controls, is controlled by, or is under common control with another entity, where "control" means the ownership of 50% or more of voting or equity interests.
2. "Authorized User" means individuals authorized by the Customer to access and use the Services.
3. "Customer" means the organization identified in the Statement of Work.
4. "Customer Data" includes all data, content, and images submitted, uploaded, or otherwise provided to The Plan AB by the Customer.
5. "Facility" refers to Customer’s location(s) where the Services are implemented.
6. "Fees" are the charges defined in Section 5.1 and detailed in the Statement of Work.
7. "License Agreement" refers to this End Customer License Agreement and all associated annexes and documents.
8. "Partner" means any authorized reseller, distributor, or marketplace approved by The Plan AB.
9. "Partner Contract" is an agreement under which a Partner is authorized to provide access to Services on behalf of The Plan AB.
10. "Services" refers to the services outlined in Section 2 of this Agreement.
11. "Service Data" includes anonymized metrics or benchmarking data derived from Customer’s use of the Services, including any image-related data used for algorithm development or product improvement.
12. "Service Software" refers to the proprietary software developed by The Plan AB for image processing, safety monitoring, and related functions, including any updates or third-party components provided through the Services.
13. "Subscription" is the limited, personal, non-transferable right to use the Services as per the terms of this Agreement and the associated Statement of Work.
14. "Subscription Start Date" is the date Services begin, as stated in the Statement of Work.
15. "Subscription Term" is the agreed period of service use at the Customer’s facility, as defined in the Agreement and SOW.
16. "Statement of Work" or "SOW" is the mutually agreed document outlining the scope of Services, Fees, payment details, and Subscription Term. All Partners are required to incorporate this License Agreement into every SOW. If inconsistencies arise between this Agreement and any SOW or Partner terms, this Agreement shall control unless otherwise agreed in writing.
2. SERVICES
This Agreement governs the provision of the Services outlined in the Statement of Work and delivered via the Service Software. It sets forth the rights and obligations of both Parties in relation to the use of such Services.
3. TERM
This Agreement begins on the Effective Date and will continue for the duration of all active Subscriptions, unless earlier terminated in accordance with the terms below.
4. LICENSE AND INTELLECTUAL PROPERTY RIGHTS
4.1 License Grant The Plan AB grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to use the Services, subject to the terms in this Agreement and the Statement of Work.
4.2 Rights Reserved All intellectual property rights in the Services, Service Software, and Service Data (collectively, “The Plan AB IP”) are owned and retained by The Plan AB or its licensors. The Customer receives no rights other than those expressly granted. Any feedback provided by the Customer may be used by The Plan AB without compensation or acknowledgment. Such feedback does not include the Customer’s confidential information.
5. FEES
5.1 Fees Customer shall pay all applicable fees as set forth in the Statement of Work.
5.2 Payment Terms Payment schedules, methods, and conditions are defined within the SOW.
6. TERM AND TERMINATION
6.1 Term and Renewal This Agreement remains in effect for the Subscription Term as defined in the SOW unless terminated earlier as described herein.
6.2 Termination for Convenience Either Party may terminate this Agreement for any reason with at least thirty (30) days’ prior written notice.
7. WARRANTIES
7.1 Disclaimer Unless otherwise explicitly stated, The Plan AB disclaims all warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.
7.2 Customer Warranty The Customer affirms that it has the authority to enter into this Agreement.
8. LIMITATION OF LIABILITY
In no event shall either Party be liable for indirect, incidental, consequential, special, or punitive damages, even if advised of their possibility.
9. CONFIDENTIALITY
Each Party agrees to maintain the confidentiality of any proprietary or sensitive information received from the other and will not disclose it without prior written consent.
10. GENERAL PROVISIONS
Additional rights, responsibilities, and legal provisions are detailed in the full Agreement documentation available upon request or within the associated Statement of Work.
