Terms of Service for ToDoPlanify
Last Updated: 19 September 2024
1. ACCEPTANCE OF TERMS
Welcome to ToDoPlanify (the "Platform"), a proprietary task management solution created, owned, and operated by All in global software S.R.L, a corporation registered in Romanian, with its principal office located at Village of Moisei, Commune of Moisei, Nr. 122, Maramures County. Throughout these Terms of Service (the "Terms"), the terms "Company," "we," "us," or "our" refer to All in global software S.R.L, while "User," "you," or "your" refer to the individual or entity accessing the Platform.
By accessing or using ToDoPlanify (the "Platform") or related services (collectively, the "Services"), you agree to be bound by (i) these Terms of Service, (ii) any Access Agreements you are party to, which are incorporated by reference, and (iii) our Privacy Policy available at Click here to view our Privacy Policy (the "Privacy Policy"). These documents together constitute the entire agreement (the "Agreement") between you ("Customer") and the Company.
This Agreement represents the full and complete understanding between you and the Company regarding the Services, superseding all prior written or oral agreements. Any conflicting terms or additional conditions contained in purchase orders, invoices, or other non-Company documents will not apply to the Services.
The Company reserves the right to modify, update, or amend these Terms at its discretion.
Eligibility
To use the Platform, you must be at least 13 years old. By accepting these Terms, you represent and confirm that: (a) you are at least 13 years of age; (b) you have not been previously suspended or removed from the Platform; and (c) your registration and use of the Platform comply with all applicable laws and regulations. If you are using the Platform on behalf of an entity, organization, or company ("Organization"), the individual accepting these Terms on behalf of the Organization affirms they have the legal authority to bind the Organization to these Terms, and that the Organization agrees to be bound by them.
2. MODIFICATIONS TO TERMS
2.1 Reservation of Rights
The Company reserves the right, at its sole discretion, to modify, amend, or replace these Terms at any time. Any such modifications will become effective immediately upon being posted on the ToDoPlanify platform or otherwise communicated to you. By continuing to access or use the Platform after such modifications are posted, you agree to be bound by the updated Terms.
2.2 Notice of Changes
The Company will make reasonable efforts to notify Users of any material changes to these Terms through electronic communication channels, including, but not limited to, email notifications or prominent notices on the Platform. Such notifications are provided as a courtesy, and it is ultimately your responsibility to ensure that your contact details are accurate and to monitor any updates to these Terms. The Company shall not be held liable for any failure to receive such communications if your contact information is outdated or incorrect.
2.3 Continued Use
Your continued use of the Platform following the posting of any changes to these Terms constitutes your acceptance of such changes. It is your responsibility to review these Terms periodically to stay informed of any updates or modifications. Any failure on your part to review the updated Terms does not exempt you from the obligations set forth herein. The Company encourages you to revisit these Terms regularly to ensure that you remain compliant with the current provisions.
3. PLATFORM DESCRIPTION AND LICENSE
3.1 Platform Overview
ToDoPlanify is a comprehensive task management and productivity optimization platform, meticulously designed to streamline the organization, tracking, and successful completion of tasks and projects. Tailored for both individuals and organizations, this platform enables efficient workflow management, promotes collaboration, and enhances overall productivity by offering robust tools for planning, delegation, and progress monitoring. Whether you are managing personal tasks or complex organizational projects, ToDoPlanify provides a versatile and scalable solution to meet your specific needs.
3.2 License Grant
Subject to your full and ongoing compliance with these Terms, the Company hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Platform solely for its intended purpose, as defined by the Company. This license is granted for personal or internal business use only, and any unauthorized use, modification, or distribution of the Platform is strictly prohibited. The Company reserves the right to revoke this license at any time if you violate any provisions of these Terms.
3.3 Restrictions
You agree that you shall not, and shall not permit any third party to: (a) copy, modify, adapt, translate, or create derivative works based on the Platform; (b) reverse engineer, decompile, disassemble, or otherwise attempt to discover or derive the source code of the Platform; (c) rent, lease, sell, sublicense, assign, distribute, or otherwise transfer any rights in or to the Platform; (d) remove, alter, or obscure any proprietary notices, labels, or legal disclaimers affixed to or displayed on the Platform; or (e) use the Platform for any unlawful, unauthorized, or prohibited purpose, including, but not limited to, violating any applicable laws or regulations.
4. USER ACCOUNTS AND SECURITY
4.1 Account Creation
In order to access and use the Platform, you are required to create an account by providing accurate, current, and complete information during the registration process. You agree to maintain and promptly update such information as necessary to ensure its accuracy and completeness at all times. Failure to provide or maintain accurate, up-to-date information may result in suspension or termination of your access to the Platform.
4.2 Account Responsibility
You are solely responsible for maintaining the confidentiality of your account credentials, including your username and password, and for all activities that occur under your account. You agree to take reasonable steps to protect your account from unauthorized access and to immediately notify the Company of any suspected or actual unauthorized use of your account, or any other breach of security. The Company will not be liable for any loss or damage arising from your failure to comply with these obligations.
4.3 Account Termination
The Company reserves the right, at its sole discretion, to suspend, disable, or terminate your account at any time, without prior notice or liability, for any reason, including, but not limited to, your violation of these Terms, any applicable laws or regulations, or any conduct that the Company, in its sole judgment, believes to be harmful to its interests, the Platform, or other users. Upon such suspension, disabling, or termination, you may lose access to your account, any associated content or data, and the Company shall have no obligation to compensate you for any such loss.
5. USER CONDUCT AND PROHIBITED ACTIVITIES
5.1 Compliance with Laws
You agree to comply with all applicable local, state, national, and international laws, regulations, and legal requirements in connection with your use of the Platform. This includes, but is not limited to, any laws governing privacy, data protection, intellectual property, consumer rights, and export control. Failure to comply with these obligations may result in the suspension, termination, or legal action against your account.
5.2 Prohibited Activities
Without limiting the generality of the foregoing, you agree not to:
a) Use the Platform for any illegal, fraudulent, or unauthorized purpose, including but not limited to any activity that violates applicable laws or regulations;
b) Interfere with, disrupt, or undermine the integrity or performance of the Platform, or any related systems, servers, or networks;
c) Attempt to gain unauthorized access to the Platform, its related systems, servers, or networks, including through hacking, password mining, or any other illegitimate means;
d) Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity, including the Company;
e) Upload, post, transmit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another's privacy, or otherwise objectionable, as determined by the Company in its sole discretion;
f) Upload, post, transmit, or otherwise make available any content that infringes upon any patent, trademark, trade secret, copyright, or other proprietary rights of any third party;
g) Upload, post, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, 'junk mail,' 'spam,' 'chain letters,' 'pyramid schemes,' or any other form of solicitation;
h) Upload, post, transmit, or otherwise make available any material that contains software viruses, malware, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment;
i) Interfere with or disrupt the operation of the Platform, or any servers or networks connected to the Platform, or violate any requirements, procedures, policies, or regulations of networks connected to the Platform.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 Ownership
The Platform, including but not limited to its software, user interface, scripts, graphics, text, audio, video, interactive features, trademarks, service marks, logos, and all other content and materials contained therein (collectively, "Company Materials"), is the exclusive property of the Company or is licensed to the Company and is protected by applicable copyright, trademark, patent, and other intellectual property laws. You acknowledge that you do not acquire any ownership rights by using the Platform, and all rights, title, and interest in and to the Company Materials remain with the Company or its licensors.
6.2 Limited License
Subject to your full compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Company Materials solely for the purpose of using the Platform in accordance with these Terms. This license is granted for personal or internal business use only and does not grant you any rights to modify, distribute, sell, or otherwise exploit the Company Materials in any manner not expressly permitted by these Terms. The Company reserves the right to revoke this license at any time, for any reason, including for violation of these Terms.
6.3 Restrictions
You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the Company Materials, in whole or in part, except as expressly permitted by these Terms or with the prior written consent of the Company. Any unauthorized use of the Company Materials may violate copyright, trademark, and other applicable laws and could result in legal action, including but not limited to termination of your access to the Platform.
7. USER CONTENT
7.1 Definition
"User Content" refers to any data, information, text, images, videos, files, or other materials that you submit, upload, transmit, or otherwise make available through the Platform, regardless of the format or medium. This includes, but is not limited to, content you post, share, or communicate via any features of the Platform.
7.2 Ownership of User Content
When utilizing specific features of the Platform, users are permitted to upload, transmit, and share various types of content, including but not limited to messages, reviews, images, videos, audio files, graphics, text, folders, data, and other forms of information (collectively referred to as "User Content"). While you retain full ownership of any intellectual property rights, including copyrights, associated with the content you provide on the Platform, it is important to acknowledge that, if you are acting on behalf of an organization or are employed by one, the intellectual property rights to such content may be owned by that organization, subject to applicable laws or agreements governing your relationship with the organization.
7.3 License to Company for User Content
By submitting your User Content through the Platform, you acknowledge and agree that, while you retain ownership of the intellectual property rights in your content, you hereby grant the Company a non-exclusive, irrevocable, worldwide, royalty-free, and fully sublicensable license to use, store, host, reproduce, distribute, modify, publicly display, publicly perform, and create derivative works from your User Content. This license includes the right to sublicense the content and to use your name, voice, likeness, or any other personal attributes contained in your User Content, if applicable. These rights extend to any and all forms of media, technologies, or platforms, whether known now or developed in the future, strictly for the purpose of operating, promoting, and enhancing the Platform’s services, including but not limited to enabling sharing, collaboration, and communication features with other users.
7.4 License to Other Users for User Content
By making your User Content available to other users on the Platform, including but not limited to shared workspaces or collaborative environments, you hereby grant those users a non-exclusive, limited license to interact with your content. This license permits them to view, use, reproduce, modify, display, distribute, and perform your content, as allowed by the features and functionalities of the Platform. If you are an administrator or an authorized user of a workspace or organization, this license is further extended to other authorized users within that workspace or organization, as well as to the organization itself, providing them with similar rights to interact with your content within the scope of the Platform's services. These rights are limited to the specific permissions granted by you or the Platform's settings and are subject to applicable laws and organizational policies.
7.5 User Content Responsibility and Guarantees
You are solely responsible for all content you contribute to the Platform and for any consequences arising from its use or distribution. By submitting User Content, you represent and warrant that:
a. You, or your organization, either own the content or have obtained all necessary permissions, licenses, consents, and rights to allow the Company and other users to use, modify, reproduce, distribute, and otherwise interact with your content as outlined in these Terms;
b. The content you provide does not infringe upon any third-party rights, including but not limited to intellectual property rights (such as copyrights, trademarks, or patents), privacy rights, or any contractual or fiduciary obligations. Additionally, your content does not defame, libel, or otherwise harm any individual’s or entity’s reputation, and does not cause the Company to breach any applicable laws or regulations;
c. The User Content you provide does not contain any material that, under reasonable standards, could be considered inappropriate, offensive, pornographic, threatening, harassing, defamatory, or otherwise objectionable, and does not violate any community standards or public decency norms.
7.6 Disclaimers Related to User Content
The Company is under no obligation to monitor, control, edit, or manage User Content posted on the Platform. You acknowledge and understand that the Company assumes no responsibility or liability for any User Content that users post, share, or transmit through the Platform, and the Company cannot be held liable for any such content. However, the Company reserves the right, at its sole discretion, to review, remove, or block any content that it deems to be in violation of these Terms, or that it otherwise considers inappropriate, harmful, or objectionable.
While using the Platform, you may encounter User Content from other users that you find offensive, inaccurate, or otherwise objectionable. By using the Platform, you agree to waive any and all legal or equitable claims, rights, or remedies you may have against the Company in connection with any such content.
If the Company receives a complaint or notification regarding content that allegedly violates these Terms, the Company may, at its sole discretion, investigate the matter and take any action it deems necessary, including but not limited to removing or blocking the content in question.
7.7 Content Monitoring and Review
Although the Company is not obligated to monitor User Content, third-party content, or user activity on the Platform, it reserves the right to do so periodically for operational, security, or other legitimate purposes. If the Company elects to monitor any content or activity, such monitoring does not impose any responsibility or liability on the Company for the content or for any harm, loss, or damage that may arise from its use.
During such monitoring, information may be reviewed, recorded, copied, or used in accordance with the Company’s Privacy Policy. However, even in cases where monitoring occurs, the responsibility for ensuring the accuracy, integrity, legality, and compliance of your content with these Terms and applicable laws remains solely with you, the user.
8. PRIVACY AND DATA PROTECTION
8.1 Privacy Policy
Your use of the Platform is governed by the Company's Privacy Policy, which is hereby incorporated by reference into these Terms. The Privacy Policy provides detailed information regarding the collection, use, storage, and disclosure of your personal data by the Company. By using the Platform, you acknowledge that you have reviewed and consented to the practices outlined in the Privacy Policy. We strongly encourage you to review the Privacy Policy periodically to stay informed of any updates.
8.2 Data Processing
To the extent that the Company processes any personal data subject to the General Data Protection Regulation (GDPR) on your behalf in connection with the provision of the Platform, such processing shall be conducted in accordance with the Company's Data Processing Addendum, which is incorporated into these Terms by reference. You may request a copy of the Data Processing Addendum at any time. Both parties agree to comply with their respective obligations under applicable data protection laws.
8.3 Data Security
The Company implements appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including measures designed to protect your personal data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. However, no method of transmission over the internet or method of electronic storage is completely secure, and the Company cannot guarantee absolute security of your data.
8.4 Data Retention
The Company will retain your personal data only for as long as necessary to fulfill the purposes for which it was collected, including for the purposes of satisfying any legal, accounting, or reporting requirements. The retention period may vary depending on the nature of the data and applicable legal or regulatory obligations.
8.5 Data Subject Rights
If you are located in the European Economic Area (EEA), you have certain rights under the General Data Protection Regulation (GDPR), including the right to access, correct, delete, or restrict the processing of your personal data. You also have the right to data portability and the right to object to the processing of your personal data. To exercise these rights, please contact the Company using the contact details provided in the Privacy Policy.
8.6 Third-Party Services and Data Transfers
The Platform may integrate with or link to third-party services that operate independently of the Company. The Company is not responsible for the privacy practices or content of such third-party services. If your personal data is transferred to third-party services or outside the European Economic Area (EEA), the Company will ensure that appropriate safeguards are in place to protect your data, in accordance with applicable data protection laws.
9. SUBSCRIPTION AND PAYMENT TERMS
9. Subscription Terms and Payment
The Company offers both free and paid services on the Platform. By subscribing to any paid services, you agree to the applicable fees, automatic renewals, and payment terms as outlined below. All features, pricing, and services offered under any paid tier are subject to change at the Company’s discretion, with reasonable notice provided for any significant changes.
9.1 Fees and Pricing
All applicable fees for the paid services are displayed during the purchase process in the currency specified at the time of transaction. These fees are non-refundable, except where required by applicable law. The Company reserves the right to modify fees for future billing periods, providing reasonable notice of any changes. If you do not agree to the new pricing, you may cancel your subscription before the new billing cycle begins.
9.2 Automatic Renewal and Cancellation
Unless you disable auto-renewal, your subscription will automatically renew at the end of each subscription period at the then-current rate. You authorize the Company to charge your payment method for each renewal term. You may disable auto-renewal or cancel your subscription at any time through your account settings or by contacting customer support. Cancellations will take effect at the end of the current billing cycle, and you will retain access to paid services until the cycle ends.
9.3 Payment Authorization
By purchasing any paid service on the Platform, you authorize the Company and its third-party payment processors to charge the full amount, including any applicable taxes, to the payment method you provide. If you pay using a credit card, the Company or its third-party processors may seek pre-authorization of your credit card account to ensure it is valid and has sufficient funds or credit available to complete the transaction. You agree to keep your payment method information up to date to avoid any payment issues.
9.4 Delinquent Accounts
If you fail to pay any fees owed to the Company by the due date, the Company reserves the right to suspend or terminate your access to the Platform or any paid services. In addition to the outstanding amounts, your account may be subject to charges related to any collection efforts, including fees for chargebacks or collections. You will be responsible for paying any costs associated with recovering the unpaid amounts, and your access to the Platform will remain suspended until full payment is received.
10. DISCLAIMER OF WARRANTIES
10. DISCLAIMERS AND LIMITATIONS OF LIABILITY
THE PLATFORM, ALONG WITH ALL MATERIALS, CONTENT, FEATURES, AND SERVICES MADE AVAILABLE THROUGH IT, IS PROVIDED ON AN 'AS IS' AND 'AS AVAILABLE' BASIS. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE COMPANY DOES NOT WARRANT THAT THE PLATFORM OR ANY CONTENT, FEATURES, OR SERVICES PROVIDED THROUGH IT WILL MEET YOUR EXPECTATIONS, OPERATE WITHOUT INTERRUPTION, BE SECURE OR ERROR-FREE, OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.
YOU EXPRESSLY ACKNOWLEDGE THAT YOUR USE OF THE PLATFORM, INCLUDING ANY MATERIALS OR CONTENT ACCESSED THROUGH IT, IS AT YOUR OWN RISK. THE COMPANY MAKES NO WARRANTIES OR GUARANTEES THAT THE PLATFORM WILL BE FREE FROM VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS. FURTHERMORE, NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE PLATFORM OR FROM THE COMPANY SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY INTERRUPTIONS, DELAYS, DATA LOSS, OR FAILURES THAT RESULT FROM YOUR USE OF COMMUNICATION NETWORKS, INCLUDING BUT NOT LIMITED TO THE INTERNET. THIS INCLUDES ANY ISSUES RELATED TO THE TRANSMISSION OR STORAGE OF DATA, WHETHER CAUSED BY THIRD-PARTY SERVICE PROVIDERS, NETWORK INFRASTRUCTURE FAILURES, OR ANY OTHER FACTORS OUTSIDE OF THE COMPANY’S CONTROL.
THE COMPANY IS NOT LIABLE FOR ANY ACTIONS, OMISSIONS, OR MISCONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS, ADMINISTRATORS, ORGANIZATIONS, OR THIRD-PARTY SERVICE PROVIDERS, THAT MAY AFFECT YOUR USE OF THE PLATFORM OR ACCESS TO YOUR USER CONTENT. THIS INCLUDES, BUT IS NOT LIMITED TO, YOUR INABILITY TO ACCESS, RETRIEVE, OR DELETE USER CONTENT OR ANY UNAUTHORIZED USE, MODIFICATION, OR PROCESSING OF YOUR USER CONTENT BY THIRD PARTIES, INCLUDING ORGANIZATIONS AND OTHER USERS. YOUR INTERACTIONS WITH OTHER USERS, ADMINISTRATORS, ORGANIZATIONS, OR THIRD-PARTY SERVICE PROVIDERS ARE AT YOUR OWN RISK.
BY USING THE PLATFORM, YOU AGREE THAT YOU ASSUME ALL RISKS ASSOCIATED WITH ITS USE, INCLUDING BUT NOT LIMITED TO ANY DAMAGE TO YOUR DEVICES, SYSTEMS, OR SOFTWARE, AS WELL AS ANY LOSS, UNAUTHORIZED ACCESS, DISCLOSURE, OR MISUSE OF YOUR DATA, INCLUDING USER CONTENT. THE COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ALL LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SET FORTH IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
THE COMPANY RESERVES THE RIGHT TO MODIFY, SUSPEND, OR DISCONTINUE THE PLATFORM OR ANY PART THEREOF, INCLUDING ANY CONTENT, FEATURES, OR SERVICES, AT ANY TIME WITHOUT NOTICE AND WITHOUT LIABILITY TO YOU OR ANY THIRD PARTY. THE COMPANY DOES NOT GUARANTEE THE CONTINUED AVAILABILITY OF THE PLATFORM OR ANY SPECIFIC FEATURES OR SERVICES PROVIDED THROUGH IT.
IN JURISDICTIONS WHERE THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR LIABILITY IS NOT PERMITTED, THE COMPANY'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT ANY WARRANTY, LIABILITY, OR RIGHT THAT THE COMPANY IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.
11. LIMITATION OF LIABILITY
11.1 Exclusion of Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR ANY RELATED ENTITIES BE HELD LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THIS INCLUDES, BUT IS NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, USE, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES. SUCH DAMAGES MAY ARISE FROM: (i) YOUR ACCESS TO, USE OF, OR INABILITY TO USE THE PLATFORM; (ii) ANY CONDUCT OR CONTENT OF OTHER USERS, THIRD PARTIES, OR UNAUTHORIZED PERSONS ON THE PLATFORM, INCLUDING ANY DEFAMATORY, OFFENSIVE, ILLEGAL, OR OTHERWISE OBJECTIONABLE BEHAVIOR; (iii) ANY MATERIAL, INFORMATION, OR CONTENT YOU OBTAIN THROUGH THE PLATFORM; OR (iv) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS, DATA, OR CONTENT. THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY UPON WHICH THE CLAIM IS BASED, WHETHER ARISING OUT OF WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL BASIS, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, THESE LIMITATIONS SHALL APPLY EVEN IF ANY REMEDY OFFERED HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
11.2 Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY'S TOTAL LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM, OR YOUR INABILITY TO ACCESS OR USE THE PLATFORM, SHALL BE STRICTLY LIMITED TO THE GREATER OF: (A) THE TOTAL AMOUNT YOU HAVE PAID TO THE COMPANY FOR ACCESS TO AND USE OF THE PLATFORM IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100). THIS LIMITATION APPLIES REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT, WARRANTY, STATUTE, OR ANY OTHER LEGAL THEORY. MOREOVER, THIS ALLOCATION OF LIABILITY IS AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES, REFLECTING A MUTUAL UNDERSTANDING THAT THE COMPANY'S SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. EACH PROVISION THAT LIMITS LIABILITY, DISCLAIMS WARRANTIES, OR EXCLUDES DAMAGES IS DESIGNED TO FAIRLY ALLOCATE THE RISKS BETWEEN YOU AND THE COMPANY AND FORMS A KEY BASIS OF THE BARGAIN UNDER THESE TERMS.
12. INDEMNIFICATION
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, AND SUBSIDIARIES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND COURT COSTS) ARISING OUT OF OR RELATED TO: (i) YOUR USE OR MISUSE OF, OR ACCESS TO, THE PLATFORM; (ii) YOUR VIOLATION OF ANY TERM OR CONDITION SET FORTH IN THESE TERMS, OR ANY OTHER AGREEMENT REFERENCED HEREIN; (iii) YOUR VIOLATION OF ANY APPLICABLE LAW, REGULATION, OR THE RIGHTS OF ANY THIRD PARTY, INCLUDING BUT NOT LIMITED TO INTELLECTUAL PROPERTY RIGHTS, PRIVACY RIGHTS, OR ANY OTHER PROPRIETARY OR PERSONAL RIGHTS; (iv) ANY CLAIM THAT YOUR USER CONTENT OR DATA CAUSED DAMAGE TO A THIRD PARTY, INCLUDING CLAIMS RELATED TO EMPLOYMENT DISCRIMINATION OR HARASSMENT LAWS; OR (v) ANY DISPUTE OR ISSUE BETWEEN YOU AND ANY THIRD PARTY.
THE COMPANY RESERVES THE RIGHT, AT ITS SOLE DISCRETION AND EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU. YOU AGREE TO COOPERATE FULLY WITH THE COMPANY'S DEFENSE OF ANY SUCH CLAIMS, AND YOU AGREE THAT YOUR INDEMNIFICATION OBLIGATIONS WILL CONTINUE AFTER YOU CEASE USING THE PLATFORM AND FOLLOW THE TERMINATION OR EXPIRATION OF THESE TERMS.
13. TERMINATION
13.1 Termination by the Company
The Company reserves the right to terminate or suspend your access to the Platform, in whole or in part, immediately and without prior notice or liability, for any reason whatsoever. This includes, but is not limited to, situations where you have breached these Terms, engaged in unauthorized use of the Platform, or exhibited any behavior that the Company, in its sole discretion, deems harmful, disruptive, or otherwise inappropriate. The decision to terminate or suspend your access is final and binding, and the Company shall not be liable for any consequences resulting from such termination, including the loss of access to your User Content, data, or any features of the Platform.
13.2 Termination by User
You may terminate these Terms at any time by discontinuing your use of the Platform and canceling your account. However, termination by you does not relieve you of any obligations that have accrued prior to termination, including any payment obligations, indemnification responsibilities, or other commitments outlined in these Terms. Any rights granted to the Company under these Terms that are intended to survive termination will continue to be enforceable even after you cease using the Platform.
13.3 Effect of Termination
Upon termination of your account or these Terms, your right to access and use the Platform will immediately cease. The Company reserves the right to delete, restrict access to, or remove any data, User Content, or account-related information associated with your account upon termination. The Company is not obligated to retain any of your User Content or data, and will not be liable for any damages or losses resulting from the removal or deletion of such data after termination. It is your responsibility to back up any data or content before terminating your account.
13.4 Survival of Terms
All provisions of these Terms that by their nature should survive termination will continue to remain in full force and effect after termination. This includes, but is not limited to, provisions relating to ownership of intellectual property, disclaimers of warranties, indemnification, limitations of liability, and any provisions related to dispute resolution and governing law. The termination of your account does not affect any rights or remedies the Company may have against you arising from your prior use of the Platform.
14. GOVERNING LAW AND JURISDICTION
These Terms, and any disputes arising out of or relating to them or your use of the Platform, shall be governed by and construed in accordance with the laws of Romania, without giving effect to any principles of conflicts of law. By using the Platform, you expressly agree that any claims, legal proceedings, or litigation arising in connection with these Terms will be brought exclusively in the courts located in Romania, and you consent to the personal jurisdiction of and venue in such courts. You further agree that any claim or cause of action you may have arising out of or related to your use of the Platform must be filed within one (1) year after such claim or cause of action arose, or be permanently barred.
15. DISPUTE RESOLUTION AND ARBITRATION
15.1 Informal Resolution
In the interest of resolving disputes quickly and efficiently, you agree to first contact the Company to attempt an informal resolution of any dispute arising out of or related to these Terms, or your use of the Platform. The parties shall make good faith efforts to resolve the issue without resorting to formal legal proceedings, and you agree to allow the Company at least 30 days to attempt to resolve the dispute informally before pursuing any further action.
15.2 Binding Arbitration
If the parties are unable to resolve the dispute informally within the designated period, any controversy or claim arising out of or relating to these Terms, or the breach thereof, shall be resolved through binding arbitration. Arbitration will be administered by a reputable arbitration organization, to be designated by the Company at the time of the dispute, in accordance with its Commercial Arbitration Rules. Arbitration is less formal than litigation, uses a neutral arbitrator instead of a judge or jury, and provides for more limited discovery. You and the Company agree that arbitration will be the exclusive means to resolve all disputes, and that judgment on the arbitrator's decision may be entered in any court of competent jurisdiction.
15.3 Waiver of Class Action
You expressly agree to resolve any disputes or claims against the Company on an individual basis. You waive any right to participate in any class action, consolidated, or representative proceeding against the Company. The arbitrator may not consolidate more than one party’s claims and may not preside over any class or representative proceeding unless both parties specifically agree to do so in writing.
16. MISCELLANEOUS PROVISIONS
16.1 Entire Agreement
These Terms, together with the Privacy Policy and any other documents explicitly referenced within these Terms, represent the entire and exclusive agreement between you and the Company regarding your access to and use of the Platform. This agreement supersedes all prior or contemporaneous understandings, agreements, or representations, whether written or oral, concerning the subject matter herein. No verbal or written statement not expressly included in these Terms will have any binding effect unless formally agreed upon in writing by both parties.
16.2 Severability
If any provision of these Terms is deemed invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms will continue in full force and effect. The invalid or unenforceable provision will be enforced to the maximum extent permissible, or, if necessary, will be replaced by a valid provision that reflects the original intent as closely as possible, preserving the integrity and purpose of the overall agreement.
16.3 Waiver
No failure or delay by the Company in exercising any right or enforcing any provision of these Terms will operate as a waiver of that or any other right or provision. A waiver of any term or condition will only be effective if made in writing and signed by an authorized representative of the Company. A single waiver will not be deemed a waiver of any subsequent breach or default, nor will it affect the right of the Company to enforce any provision thereafter.
16.4 Assignment
You may not assign or transfer these Terms, or any of your rights or obligations hereunder, without the prior written consent of the Company. Any attempt to assign or transfer in violation of this provision will be void. The Company reserves the right to assign or transfer these Terms, in whole or in part, to any third party without your consent, including in the event of a merger, acquisition, or sale of assets. These Terms will be binding upon and inure to the benefit of the parties, their successors, and permitted assigns.
16.5 Notice
All notices or communications required under these Terms must be in writing. The Company may provide notice to you by email to the email address associated with your account, or by posting notices on the Platform. Notices sent by email will be considered delivered when the email is sent, provided no error message is generated. However, for the avoidance of doubt, you agree to respond to any such notices within a reasonable time frame, and in any event, within 7 days of receipt. If you do not respond within this period, the notice will be deemed received and acknowledged. You may provide notice to the Company by registered or certified mail, return receipt requested, to the Company’s principal business address or by email to support@todoplanify.com.
16.6 Force Majeure
The Company shall not be liable for any failure or delay in performing its obligations under these Terms if such failure or delay is caused by events or circumstances beyond its reasonable control, including but not limited to natural disasters, acts of God, war, terrorism, labor strikes, governmental actions, power outages, telecommunications or internet failures, mechanical or electronic breakdowns, or any other similar events. In the event of such circumstances, the Company’s obligations will be suspended for the duration of the force majeure event.
16.7 Relationship of the Parties
Nothing in these Terms creates any relationship of agency, partnership, joint venture, employee-employer, or franchiser-franchisee between you and the Company. Both parties remain independent contractors. Neither party has the authority to bind the other, and each party is responsible for its own obligations and expenses. No rights or benefits are intended to be conferred on any third party by these Terms.
16.8 Additional Terms
Your use of the Platform may be subject to additional terms, policies, guidelines, or rules that the Company may post on or link to from the Platform from time to time. All such additional terms are hereby incorporated by reference into these Terms and will govern your use of any specific features or services they apply to. You agree to comply with all such additional terms.
16.9 Consent to Electronic Communications
By using the Platform, you agree to receive electronic communications from the Company, including but not limited to notices, agreements, updates, and promotional messages. You agree that all communications sent electronically will satisfy any legal requirements that such communications be in writing. You are responsible for keeping your contact information up to date to ensure you receive all communications from the Company.
16.10 No Support Obligation
The Company is under no obligation to provide any support or maintenance for the Platform. However, if the Company chooses to offer support, it will be provided in accordance with any policies or terms that the Company may post or communicate to users from time to time.
16.11 Modification or Discontinuation of the Service
The Company reserves the right to modify, suspend, or discontinue the Platform or any of its features at any time, temporarily or permanently, without prior notice to you. This includes the right to make updates, limit access to certain functionalities, or terminate the availability of the Platform altogether. The Company will not be liable to you or any third party for any modification, suspension, or discontinuation of the Platform or for any consequences resulting from such actions.
17. CONTACT INFORMATION
If you have any questions about these Terms, please contact us using the contact form available on our website. If you do not receive a response within 7 business days, you may send an email to support@todoplanify.com for further assistance.