Planet OS Platform Terms

Last Updated March 26, 2018

1. ACCEPTANCE

These Planet OS Platform Terms (the “Terms”) state the terms and conditions governing use of and access to the Planet OS website provided by Intertrust Technologies Corporation (“Intertrust,” “we,” or “us”) at www.planetos.com and the products, services, functionality, data, content, software, and other materials available on or through such website (all of the foregoing, the “Platform”). Certain portions of the Platform may also be subject to additional terms and conditions, all of which are hereby incorporated by reference into these Terms.

In order to register for, make any purchase through, or otherwise access or use the Platform, you must first accept and agree to be bound by these Terms for yourself and any entity (e.g., your employer) on whose behalf you access or use the Platform, and you hereby represent and warrant that you have the right, power and authority to act on behalf of and bind yourself and, if applicable, such entity to these Terms (the individual accepting these Terms and any company or other entity on behalf of whom such individual is acting are referred to collectively hereinafter as “Customer” or “you”). You must not, and you have no right to, access or use the Platform unless and until you have accepted and agreed to be bound by these Terms

2. CHANGES

We may change these Terms from time to time by notifying you of such changes by any reasonable means, including by posting revised Terms on the Platform. Your use of the Platform following any changes to these Terms will constitute your acceptance of such changes. The “Last Updated” legend above indicates when these Terms were last changed. In addition, we may, at any time and without liability, modify or discontinue all or part of the Platform; charge, modify or waive any fees required to use the Platform; or offer opportunities to some or all Platform users.

For avoidance of doubt, any changes to the Terms or any modification or discontinuance of the Platform will not affect your use of Subscriptions for which you have previously paid in advance during the term of such Subscriptions; nor will any changes to the Terms apply to any dispute between you and us arising prior to the date on which we posted the revised Terms incorporating such changes, or otherwise notified you of such changes.

3. PRIVACY POLICY

Your submission of information through the Platform is governed by Intertrust’s Privacy Policy, located at https://www.intertrust.com/privacy-policy-may-25th/ (the “Privacy Policy”). You represent and warrant that any information you provide in connection with the Platform is and will remain accurate and complete, and that you will maintain and update such information as needed.

4. JURISDICTIONAL ISSUES

The Platform is controlled or operated (or both) from the United States and is not intended to subject Intertrust to any non-U.S. jurisdiction or law. The Platform may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Platform is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Platform’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose, subject to Section 2 above.

5. SUBSCRIPTIONS

5.1. Subscriptions

The Datahub portion of the Platform (“Subscription Services”) provides access to certain data sets on a subscription basis, as described at http://data.planetos.com/plans (each such subscription, a “Subscription”). If you purchase a Subscription, then subject to these Terms, Intertrust grants you a non-exclusive, non-sublicensable, and non-transferrable license to access and use the data sets included in such Subscription and the associated tools and functionality provided through the applicable Subscription Service during the term of your Subscription, solely as made available through such Subscription Service.

5.2. Use and Access

You may access and manage your Subscriptions using the account details provided by Intertrust. You will: (a) maintain the confidentiality of your account login and password; (b) frequently update and revise your password; and (c) promptly notify Intertrust if there is any unauthorized use of your account or any breach of security. Your Subscription may permit you to provide Subscription Service access to certain additional users under your account (“Authorized Users”). You are responsible for all use that occurs under your account, including use by Authorized Users. Without limitation of the generality of the foregoing, you must ensure that all Authorized Users comply with these Terms, and any act or omission by an Authorized User that would be a breach of these Terms if such act or omission were by Customer will be deemed to be a breach of these Terms by Customer.

6. RESTRICTIONS

Without limiting any other provision of these Terms, you will not (and will not permit anyone who uses any Subscription under your account, including Authorized Users) to: (a) access or use the Platform or any Subscriptions for any purpose or in any manner other than as expressly permitted under these Terms; (b) attempt or purport to sell, lease, sublicense, assign, transfer or distribute any portion of the Platform or access to any Subscriptions to any third party, other than providing access to Authorized Users under your account as expressly permitted by the terms of your Subscription; (c) disclose any information or materials provided on or through the Platform (including data or other information or materials provided as part of your Subscription) to any third party; (d) extract ideas, algorithms, procedures, workflows or hierarchies from the Platform, or otherwise use the Platform for the purpose of creating another product or service; (e) provide any means of access to, or otherwise display or transmit, the Platform from or through any website (including by “framing” or “mirroring”) other than the Planet OS website provided by Intertrust for such purposes; (f) remove any disclaimer, copyright, trademark, confidentiality, or other legal notice from any portion of the Platform; (g) use the Platform for any fraudulent or unlawful purpose or in any manner that would violate the legal rights of any third party; (h) interfere with or disrupt the Platform or the servers, software or networks used to make the Platform available; (i) upload or transmit to, or disseminate or otherwise make available through, the Platform any virus, worm, Trojan horse, time bomb, spyware, malware or other harmful or potentially harmful code or materials; or (j) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Platform content or data without Intertrust’s express prior written consent. Intertrust will have the unrestricted right, but not the obligation, to monitor Customer’s and Authorized Users’ use of the Platform.

7. CUSTOMER CONTENT

Certain portions of the Platform, including the Subscription Services, may allow you to upload data, text, files, images, information, audio, video, and other content and materials for use with your Subscription or otherwise in connection with the Platform (such content and materials, “Customer Content”). You are solely responsible for the Customer Content, including for complying with any laws or regulations that may apply to Customer Content. Intertrust is permitted to, and Customer hereby grants to Intertrust the right to, access and use Customer Content in connection with providing the Platform. Customer represents and warrants that (a) Customer has all necessary rights, licenses, consents, and approvals to upload and use the Customer Content, and to grant the foregoing license to Intertrust, and (b) the Customer Content and its use as contemplated by these Terms does not and will not infringe any third party’s intellectual property or other rights, or violate any applicable laws or regulations. You are solely responsible for maintaining backups of all Customer Content and Intertrust will have no responsibility or liability relating to any loss of or damage to Customer Content.

8. THIRD PARTY MATERIALS

Certain portions of the Platform, including the Subscription Services, may include or link to materials owned or provided by third parties, including data sets (“Third Party Materials”). We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in these Terms will be deemed to be a representation or warranty by Intertrust with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Platform at any time. In addition, the availability of any Third Party Materials through the Platform does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider. YOUR USE OF THIRD PARTY MATERIALS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY MATERIALS (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY MATERIALS).

9. OWNERSHIP

Subject only to the rights expressly granted under these Terms, as between the parties, (a) Intertrust exclusively owns and retains all right, title and interest (including all intellectual property rights) in and to the Platform; and (b) Customer exclusively owns and retains all right, title and interest (including all intellectual property rights) in and to the Customer Content.

Without limitation of the generality of the foregoing, Intertrust’s trade names, trademarks and service marks include INTERTRUST, PLANET OS, DATAHUB, and POWERBOARD, and any associated logos. All trade names, trademarks, service marks and logos on the Platform not owned by Intertrust are the property of their respective owners. You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Platform should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner.

10. TRANSACTIONS

We may make available the ability to purchase or otherwise obtain certain products or services, including Subscriptions, through the Platform (a “Transaction”). If you wish to make a Transaction, you may be asked to supply certain relevant information, such as your credit card number and its expiration date, your billing address and your shipping information. You represent and warrant that you have the right to use any credit card that you submit in connection with a Transaction. By submitting such information, you grant to us the right to provide such information to third parties for purposes of facilitating Transactions. Verification of information may be required prior to the acknowledgment or completion of any Transaction.

Intertrust reserves the right, including without prior notice, to limit or discontinue the availability of any products or services, including Subscriptions; to impose conditions on the honoring of any coupon, discount or similar promotion; to bar any user from making any Transaction; and to refuse to provide any user with any products or services, including Subscriptions. Refunds and exchanges will be subject to Intertrust’s applicable refund and exchange policies. You agree to pay all charges incurred by you or on your behalf through the Platform, at the prices in effect when such charges are incurred, including all shipping and handling charges. In addition, you are responsible for any taxes applicable to your Transactions. While it is our practice to confirm orders by e-mail, the receipt of an e-mail order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a product or service.

11. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

If you purchase a Subscription, then Intertrust represents and warrants that, during the term of such Subscription, the Platform features included in such Subscription will be provided substantially in accordance with the specifications set forth in Intertrust’s applicable documentation for such Platform features. Your sole and exclusive remedy, and Intertrust’s sole liability, in connection with any breach of the foregoing warranty will be to have Intertrust correct any non-conformance with the applicable specifications or, if Intertrust informs you that it is unable to correct such non-conformance, to terminate your Subscription and have Intertrust refund any unused portion of applicable prepaid Subscription fees.

EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THE PRECEDING PARAGRAPH, THE PLATFORM AND ALL SUBSCRIPTIONS, INCLUDING ALL DATA SETS, ARE PROVIDED “AS IS” AND INTERTRUST MAKES NO (AND HEREBY DISCLAIMS ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITATION OF THE FOREGOING, INTERTRUST DOES NOT REPRESENT OR WARRANT THAT ACCESS TO THE PLATFORM, SUBSCRIPTIONS, OR DATA SETS WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE OR THAT ANY DATA WILL NOT BE SUBJECT TO DAMAGE, CORRUPTION, DESTRUCTION, LOSS OR DELETION.

12. INDEMNIFICATION

You agree to defend, indemnify and hold harmless Intertrust and its affiliates, and their respective shareholders, directors, officers, employees, affiliates, agents, representatives, licensors, suppliers and service providers, from and against all third party claims, losses, costs and expenses (including attorneys’ fees) arising out of or related to (a) your and your Authorized Users’ use of, or activities in connection with, the Platform, (b) any Customer Content, or (c) any violation or alleged violation of these Terms by you or your Authorized Users.

13. LIMITATION OF LIABILITY

INTERTRUST WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND UNDER THESE TERMS OR RELATED TO THE PLATFORM OR ANY SUBSCRIPTIONS, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. THE MAXIMUM AGGREGATE LIABILITY OF INTERTRUST FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION UNDER THESE TERMS OR RELATED TO THE PLATFORM OR ANY SUBSCRIPTIONS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL BE THE GREATER OF $100 OR THE AVERAGE ANNUAL AMOUNT, IF ANY, PAID BY YOU TO INTERTRUST FOR SUBSCRIPTIONS.

14. TERM AND TERMINATION

These Terms are effective until terminated. Each Subscription is effective for the stated term of such Subscription, unless sooner terminated pursuant to this Section. If either party commits any breach of these Terms in connection with any Subscription (including any failure by Customer to pay any applicable fees), the other party will have the right to terminate such Subscription, unless the breaching party remedies such breach within thirty (30) calendar days after receiving notice of such breach. Except with respect to your then-current Subscriptions (which will remain in effect until they expire unless sooner terminated as set forth in the preceding sentence), Intertrust may terminate your use of the Platform with or without prior notice for any reason or no reason. Upon termination (including expiration or termination of all Subscriptions), your right to use the Platform will immediately cease, all licenses granted to you under these Terms will immediately terminate, and Intertrust may, without liability to you or any third party, immediately deactivate or delete your user name, password and account, and all associated Customer Materials, without any obligation to provide any further access to the Platform or Customer Materials. Sections 6, 8, 9, 11, 12, 13, 14, and 15 will survive any expiration or termination of these Terms. Except as otherwise expressly set forth in this Section or elsewhere in these Terms, the parties’ rights and obligations under these Terms will survive any expiration or termination.

15. GENERAL

15.1. Governing Law; Arbitration

These Terms are governed by the laws of the State of California, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND INTERTRUST, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT INTERTRUST AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules and, if applicable, Supplementary Procedures for Consumer-Related Disputes (“Supplementary Procedures”), as amended by these Terms. The Supplementary Procedures are available online at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015820. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator’s decision will follow these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.

15.2. Filtering

We hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from GetNetWise (http://kids.getnetwise.org/) and OnGuard Online (http://onguardonline.gov/). Please note that Intertrust does not endorse any of the products or services listed on such sites.

15.3. Information or Complaints

If you have a question or complaint regarding the Platform, please send an e-mail to datahub@intertrust.com. You may also contact us by writing to Datahub, Intertrust Technologies Inc., 920 Stewart Dr., Sunnyvale, CA 94085, USA. Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

15.4. Copyright Infringement Claims

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Platform infringe your copyright, you (or your agent) may send to Intertrust a written notice by mail, e-mail or fax, requesting that Intertrust remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to Intertrust a counter-notice. Notices and counter-notices must be sent in writing to Intertrust’s DMCA Agent, Jeff McDow, as follows: By mail to Intertrust Technologies Corporation, C/O Jeff McDow, 920 Stewart Drive, Suite 100, Sunnyvale, CA 94085; by e-mail to legal@intertrust.com; or by fax to (408) 616-1626. Intertrust’s DMCA Agent’s phone number is (408) 616-1616.

15.5. Export Controls

You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; (b) on any of the U.S. government lists of restricted end users.

15.6. Miscellaneous

These Terms do not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Intertrust. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under these Terms without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under these Terms without restriction. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in these Terms will be construed as if followed by the phrase “without limitation.” These Terms, including any terms and conditions incorporated herein, constitute the entire agreement between you and Intertrust relating to the subject matter hereof, and supersede any and all prior or contemporaneous written or oral agreements or understandings between you and Intertrust relating to such subject matter. Notices to you (including notices of changes to these Terms) may be made via posting to the Platform or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Intertrust will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.