10 Additional Terms of Service

softwarebuck April 25, 2021 0 Comments



10. Additional Terms of Service


If you are a customer of Palo Alto Software or an employee, representative oragent of a Palo Alto Software customer, your use of Palo Alto SoftwareServices is subject to the Terms of Service for the Palo Alto Service you use:

LivePlan Terms of Service


Last Revised: [December 18, 2019]Effective Date: January 1, 2020.Welcome to LivePlan, owned and operated by Palo Alto Software, Inc. and its UKsubsidiary, Palo Alto Software, Ltd. (collectively, “Palo Alto Software”).LivePlan is a web-based subscription service that enables you to write andmanage your business plans online and track your financial performance.LivePlan is at times referred to in these Terms of Service as the “Service.”In order to set up or use a LivePlan account, you must: 1. Be at least eighteen (18) years old and able to legally enter into contracts; 2. Complete the registration process; 3. Read and agree to these LivePlan Terms of Service; and 4. Provide true, complete, and up to date contact information.Your use of LivePlan is governed by these Terms of Service. By using and/orestablishing an account at LivePlan, you (“User”) agree to be bound by andcomply with the terms and conditions contained herein.These Terms of Service comprise a binding legal agreement between you and PaloAlto Software. Please review these Terms of Service carefully. If yourepresent an organization, your agreement to these Terms of Service shall bindyour organization and you hereby represent and warranty that you have theauthority to act on behalf of your organization.By signing up for a LivePlan account you agree to be bound by these Terms ofService, and you acknowledge that you have read and understood the terms andconditions herein. Clicking on the button to create an account will have thesame effect as signing a contract. If you do not agree to these Terms ofService, you should not click on this button or use the Service.

1. The Service


LivePlan is a web-based subscription service that enables you to write andmanage your business plans online and track your financial performance. Itallows you to upload, store, transmit, disseminate, and otherwise distributecontent to and from your account (“Content”). Your use of the Service is atyour own risk. The Service is provided on an AS IS and AS AVAILABLE basis.

3. Modification of the Terms of Service


When using LivePlan, you agree to any additional posted guidelines or rulesapplicable to specific services and features which may be posted from time totime. All such guidelines and rules are hereby incorporated by reference intothese Terms of Service. Palo Alto Software may, at its sole discretion, modifyor revise these Terms of Service and policies at any time. It is yourresponsibility as a User to regularly monitor and review the Terms of Servicefor modifications or revisions. Palo Alto Software may, at its solediscretion, provide you with any notices, including those regarding changes tothese Terms of Service, by in-app notification or email. Such notice will bedeemed given twenty-four (24) hours after the notification is sent, unlesssuch notice has been sent by email and Palo Alto Software has receivednotification that the email address is invalid, in which case such twenty-four(24) hour period shall begin once we have sent an in-app notification oremail. Alternatively, Palo Alto Software may, at its sole discretion, give youlegal notice by mail to a postal address, if provided by you through LivePlan.In such case, notice will be deemed given three (3) days after the date ofmailing. Notice posted on LivePlan.com is deemed given five (5) days followingthe initial posting.By continuing to use the Service after these Terms of Service have beenchanged (as indicated by the “Last Revised” date at the top of this page), youagree to be bound by such modifications or revisions. If you do not accept andabide by these Terms of Service, you may not use the Service.

4. Use of the Service


You are responsible for your own communications and communications to and fromyour account with the Service, and for all Content sent to and from youraccount, stored under your account, and activity that occurs under youraccount (even when Content is posted by others who have access to youraccount) and for any consequences thereof or arising therefrom. You agree thatyou will use the Service in compliance with all applicable local, state,national, and international laws, rules, and regulations, including any lawsregarding the transmission of technical data exported from your country ofresidence. You shall not, shall not agree to, and shall not authorize orencourage any third party to: (A) use the Service to upload, store, transmit,or otherwise distribute any content that is unlawful, defamatory, harassing,abusive, fraudulent, obscene, contains viruses, or is otherwise objectionableas reasonably determined by Palo Alto Software; (B) upload, store, transmit,or otherwise distribute content that infringes upon another party’sintellectual property rights or other proprietary, contractual, or fiduciaryrights or obligations; (C) prevent others from using the Service; or (D) usethe Service for any fraudulent or inappropriate purpose. Violation of any ofthe foregoing may result in immediate termination of these Terms of Serviceand your account with LivePlan and may subject you to legal consequences, bothcivil and criminal. Palo Alto Software reserves the right, but shall have noobligation, to investigate your use of the Service in order to determinewhether a violation of these Terms of Service has occurred or to comply withany applicable law, regulation, legal process or governmental request.You are responsible for determining whether the Service is suitable for you touse in light of any applicable regulations. If you or your use of the Serviceis subject to any regulations, then we will not be liable if the Service doesnot meet those requirements, except to the extent agreed otherwise or asrequired by applicable law. You may not use the Service for any unlawful ordiscriminatory activities.

5. Content of the Service, Ownership, and Intellectual Property Rights


Palo Alto Software takes no responsibility for third-party content (including,without limitation, any viruses or other disabling features), nor does PaloAlto Software have any obligation to monitor such third-party content. PaloAlto Software reserves the right at all times to remove or refuse todistribute any Content on the Service, such as content that violates theseTerms of Service. Palo Alto Software also reserves the right to access, read,preserve, and disclose any information and Content as it reasonably believesis necessary to: (a) satisfy any applicable law, regulation, legal process, orgovernmental request, (b) enforce these Terms of Service, includinginvestigation of potential violations hereof, (c) detect, prevent, orotherwise address fraud, security, or technical issues (including, withoutlimitation, the filtering of spam), (d) respond to User support requests, or(e) protect the rights, property, or safety of Palo Alto Software, its Usersand the public.Palo Alto Software will only retain, use, or disclose the Personal Dataprocessed on behalf of its users for the specific purpose of performing theServices or as otherwise permitted by applicable privacy laws.Palo Alto Software will not be responsible or liable for the exercise or non-exercise of its rights under these Terms of Service.The visual interfaces, graphics, design, compilation, information, computercode (including source code or object code), products, services, and all otherelements of LivePlan provided and owned by Palo Alto Software are protected byUnited States copyright, trade dress, patent, and trademark laws,international conventions, all other relevant intellectual property andproprietary rights, and applicable laws, and are the property of Palo AltoSoftware or its subsidiaries or affiliated companies and/or third-partylicensors. Except as may otherwise be noted, all trademarks, service marks,and trade names are proprietary to Palo Alto Software or its affiliates and/orthird-party licensors.Palo Alto Software does not claim any ownership in any of the Content,including any text, data, information, images, photographs, music, sound,video, or other material, that you upload, transmit, or store in your LivePlanaccount.

6. User Representations and Warranties.


You are solely responsible for your Content and the consequences of uploading,storing, transmitting, or otherwise distributing Content to and/or from youraccount. Except as set forth in these Terms of Service and the Palo AltoSoftware’s DPA, Palo Alto Software will not use any of Content and PersonalData for any purpose except to provide you with the Services.By uploading, storing, transmitting, or otherwise distributing Content, youaffirm, represent, and warrant that: 1. the Content and any use of it does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, (ii) violate any securities law or regulation in any jurisdiction, or (iii) slander, defame, or libel any other person; and 2. the Content does not contain any viruses, adware, spyware, worms, or other malicious code.Violators of any third-party rights may be subject to criminal and civilliability. Palo Alto Software reserves all rights and remedies against anyUsers who violate these Terms of Service.

7. Content Disclaimer


You understand that when using LivePlan you may be exposed to Content from avariety of sources, and that Palo Alto Software is not responsible for theaccuracy, usefulness, or intellectual property rights of or relating to suchContent. You further understand and acknowledge that you may be exposed toContent that is inaccurate, offensive, indecent, or objectionable, and youagree to waive, and hereby do waive, any legal or equitable rights or remediesyou have or may have against Palo Alto Software with respect thereto. PaloAlto Software does not endorse any Content or any opinion, recommendation oradvice expressed therein, and Palo Alto Software expressly disclaims any andall liability in connection with the Content.

16. EU/EEA and Switzerland Data Processing


Palo Alto Software participates in and has certified its compliance with theEU-U.S. and Swiss-U.S. Privacy Shield Frameworks (as set forth by the U.S.Department of Commerce) regarding the collection, use, and retention ofPersonal Data transferred from the European Union or the European EconomicArea (the “EEA”) and/or Switzerland, as applicable, to the United States. Foradditional detail on our commitments with respect to the EU-U.S. andSwiss-U.S. Privacy Shield Frameworks, see our Privacy Policy.As of May 25, 2018, you agree that unless and until you have accepted the PaloAlto Software Data Processing Agreement (the “DPA”), which is herebyincorporated into these Terms of Service by reference, or at any point the DPAis not in full force and effect for any other reason, you shall be prohibitedfrom Processing Personal Data regulated by EU Data Protection Laws (as definedbelow), and shall be obligated to immediately cease and desist from any suchProcessing activities, for as long as the DPA is not in full force and effect.Furthermore, you agree to indemnify and hold harmless Palo Alto Software andits officers, directors, employees, agents, affiliates, successors, andpermitted assigns against any and all losses, damages, liabilities,deficiencies, claims, actions, judgments, settlements, interest, awards,penalties, fines, costs, or expenses of whatever kind which Palo Alto Softwaremay sustain as a consequence of your breach (or that of your organization) ofthe obligations set out in this Section 16. EU Data Protection Laws means theEU General Data Protection Regulation (the “GDPR”), the domestic legislationof each European Union Member State implementing and supplementing the GDPR,as well as other laws of the European Union or any Member State thereof towhich the Processing of Personal Data (as such terms are defined in the PaloAlto Software Data Processing Agreement) is subject.You acknowledge that, in the context of the Services, Palo Alto Software actsas the data processor of User Personal Data and that you are the datacontroller of User Personal Data. Furthermore, you represent and warrant thatyou will obtain and maintain any required consents (or have another lawfulbasis) to permit the Processing of User Personal Data under these Terms ofService and the DPA.If you are located in the European Union or the EEA or you Process PersonalData regulated by EU Data Protection Laws, you represent and warrant that incollecting Content for your use in LivePlan, you: 1. Will clearly describe to your users in writing how you plan to use any data collected. You will get your users’ express consent to transfer data to LivePlan and otherwise Process such data or have another lawful basis to transfer and otherwise Process such data, and you will fully comply with your applicable privacy policy. 2. Have fully complied, and will fully comply, with all regulations, including EU Data Protection Laws, and all other data protection, electronic communication, and privacy laws that apply to the countries where you and your organization are collecting or disseminating any Content through LivePlan. 3. Have collected, stored, used, and transferred all data relating to any individual in compliance with all applicable data protection laws and regulations, including EU Data Protection Laws. You are authorized to allow Palo Alto Software to receive and Process data and send communications to that individual on your behalf.All capitalized terms in this Section 16 shall have the meanings assigned tothem in the DPA.

17. California Personal Information Processing


Palo Alto Software has amended its DPA for compliance with the requirements onservice providers imposed by the California Consumer Privacy Act of 2018 (the“CCPA) For additional detail on our commitments with respect to the CCPA, seeour Privacy Policy.As of January 1, 2020, you agree that unless and until you have accepted theDPA, which is hereby incorporated into these Terms of Service by reference, orat any point the DPA is not in full force and effect for any other reason, youshall be prohibited from Processing “personal information” regulated by theCCPA (“Personal Information”), and shall be obligated to immediately cease anddesist from any such Processing activities, for as long as the DPA is not infull force and effect. Furthermore, you agree to indemnify and hold harmlessPalo Alto Software and its officers, directors, employees, agents, affiliates,successors, and permitted assigns against any and all losses, damages,liabilities, deficiencies, claims, actions, judgments, settlements, interest,awards, penalties, fines, costs, or expenses of whatever kind which Palo AltoSoftware may sustain as a consequence of your breach (or that of yourorganization) of the obligations set out in the CCPA.You acknowledge that, in the context of the Services, Palo Alto Software actsas the service provider (as defined in the CCPA) of User Personal Data andthat you determine the purposes and means of the processing of User PersonalData. Furthermore, you represent and warrant that you will obtain and maintainany required opt-ins (or have another lawful basis) to permit the Processingof User Personal Data under these Terms of Service and the DPA.If you are regulated by the CCPA, you represent and warrant that in collectingContent for your use in LivePlan, you: 1. Will clearly describe to your users in writing how you plan to use any Personal Information collected and provide notice of that information being used or shared in its terms and conditions in a manner consistent with Section 1798.135 of the California Civil Code. 2. Have fully complied, and will fully comply, with all regulations, including the CCPA and all other data protection, electronic communication, and privacy laws that apply to the countries where you and your organization are collecting or disseminating any Content through LivePlan. 3. Have collected, stored, used, and transferred all data relating to any individual in compliance with all applicable data protection laws and regulations, including the CCPA. You are authorized to allow Palo Alto Software to receive and Process Personal Information and send communications to that individual on your behalf.Unless specifically defined in this Section 17, all capitalized terms used inthis Section 17 shall have the meanings assigned to them in the DPA.

18. Miscellaneous Terms


1. These Terms of Service shall be governed by and construed in accordance with the laws of the State of Oregon, without regard for its conflict-of-laws principles. You consent to the exclusive jurisdiction and venue in the state and federal courts in Lane County, Oregon. 2. Palo Alto Software may transfer and assign these Terms of Service without restriction. User may not transfer or assign any of these Terms of Service. 3. User affirms and warrants that User is legally competent to enter into these Terms of Service, and the conditions, obligations, affirmations, representations, covenants, and warranties set forth herein. 4. If any provision of these Terms of Service is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the remaining provisions of these Terms of Service shall not be affected. 5. No waiver of any term of these Terms of Service shall be deemed to constitute a continuing waiver of such term.

Website Terms of Use


Palo Alto Software Inc. and our UK subsidiary, Palo Alto Software, Ltd.(collectively, “Palo Alto Software”), operates each website (“Site”) thatlinks to these Terms of Use to provide online access to information about PaloAlto Software and the products, services, and opportunities we provide. Theuse of Palo Alto Software’s “LivePlan,” “Outpost,” and “Email Center Pro”services is governed by their respective Terms of Service, which can be foundhere:By accessing and using the Site, you agree to these Terms of Use. If yourepresent an organization, your agreement to these Terms of Use shall bindyour organization and you hereby represent and warranty that you have theauthority to act on behalf of your organization.Palo Alto Software reserves the right to modify these Terms of Use at any timewithout giving you prior notice. Your use of the Site following any suchmodification constitutes your agreement to follow and be bound by these Termsof Use as modified.

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