Acceptance of Terms

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Welcome to PlanMerge! These Terms and Conditions (“Terms”) govern your access to and use of PlanMerge’s aerial capture, analysis, and consulting services, including any websites, applications, or online services we offer (collectively, the “Services”). PlanMerge, Inc. (referred to as “PlanMerge,” “Company,” “we,” or “us”) is a California-based service provider. By accessing or using our Services, you agree to be bound by these Terms and all applicable laws and regulations. If you do not agree with any part of these Terms, you must not use the Services.

 

Legally Binding Agreement: These Terms form a binding legal agreement between PlanMerge and you (the user of our Services, referred to as “you” or “Customer”). If you are using the Services on behalf of a company or other entity, you represent that you have authority to bind that entity to these Terms, and “you” will refer to both you as an individual and that entity. These Terms apply to both business (B2B) clients and individual consumer (B2C) clients; however, certain provisions may apply differently to consumers as noted herein to ensure compliance with California consumer protection laws.

 

Additional Agreements: In some cases, you may enter into a separate written contract with PlanMerge (for example, a service agreement or statement of work) for specific services. If such a contract is in place and conflicts with these Terms, the terms of the signed contract will prevail to the extent of the conflict. Otherwise, these Terms will apply.

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Eligibility

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You must be at least 18 years old (or the age of legal majority in your jurisdiction) to use our Services. By using the Services, you represent and warrant that you are 18 years of age or older and legally competent to agree to these Terms. If you are under 18, you may only use the Services under the supervision and with the consent of a parent or legal guardian. PlanMerge does not knowingly provide Services to children under 13, nor do we intentionally collect personal information from them, in compliance with applicable privacy laws.

 

If you are using the Services on behalf of a business or other organization, you also represent and warrant that you are authorized to bind that organization to these Terms and to act on its behalf. You agree that you will use the Services only for legitimate, lawful purposes and in compliance with these Terms and all applicable laws and regulations. Any person previously suspended or terminated from using our Services is not permitted to access the Services without our prior written permission.

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Description of Services

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PlanMerge provides aerial data capture, geospatial analysis, and consulting services to both businesses and individual consumers in California and beyond. Our Services may include on-site drone flights or aerial photography, the creation of videos, images, maps, datasets, analytical reports, and related consulting advice. All deliverables (for example, aerial footage, photographs, maps, and data files) that we provide to you are part of our Services and are subject to these Terms.

 

Service Delivery: We will endeavor to perform and deliver Services in a timely and professional manner. If you purchase services or deliverables from PlanMerge, we will either provide the service or deliver the product within the timeframe agreed or as communicated at the time of purchase. In the event of any delay that would result in us not being able to deliver the goods or services within 30 days of your payment, we will notify you of the delay and provide you with options, such as accepting a new delivery date or receiving a full refund. We strive to keep you informed of the status of any project and will work with you to resolve scheduling or fulfillment issues consistent with your rights under California law.

 

Changes to Services: PlanMerge may modify, update, or discontinue certain features, tools, or content of the Services over time (for example, by adding new features or retiring outdated ones). We reserve the right to make such modifications or updates at any time. If we make material changes that affect your use of the Services, we will provide notice via our website, email, or other appropriate means. Your continued use of the Services after such changes constitutes acceptance of the modified Services. If you do not agree to any change, you may terminate use of the Services. Please note that modifications to Services will not retroactively change any obligations we have under a separate active service contract with you without your consent.

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User Data and Privacy

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Your privacy is important to us. By using the Services, you consent to the collection, use, and disclosure of information about you as described in our Privacy Policy (available on our website), which is incorporated into these Terms by reference.

 

Information We Collect: In providing the Services, we may collect personal information such as your name, email address, contact information, billing address, payment details, IP address, device identifiers, location information (related to service sites), and any content you submit to us (for example, property details or project requirements). This information is collected and used for the purpose of providing the Services, communicating with you, improving our offerings, and as otherwise described in the Privacy Policy. We implement reasonable security measures to protect your data and handle all personal information in compliance with applicable laws, including the California Online Privacy Protection Act (CalOPPA) and the California Consumer Privacy Act (CCPA).

 

California Privacy Rights: If you are a California resident using our Services, you have specific privacy rights under the CCPA and its amendments. These include the right to know what personal information we collect about you, the right to request deletion of your personal information (subject to certain exceptions), the right to opt out of the sale or sharing of your personal information, and the right not to be discriminated against for exercising these rights. PlanMerge honors these rights and has processes in place to respond to verifiable consumer requests as detailed in our Privacy Policy. For example, you can contact us to find out what data we have about you or to request its deletion, and we will comply as required by law. We do not sell personal information to third parties without consent. For more details on how we collect and use personal data, and how you can exercise your rights, please review the Privacy Policy.

 

Cookies and Tracking: We may use cookies and similar tracking technologies on our website to enhance user experience, analyze usage, and for security. Our Privacy Policy describes our use of cookies and how you can adjust your browser settings if you prefer to limit such tracking. We also disclose in our Privacy Policy how we respond to “Do Not Track” signals, as required by California law.

 

By using the Services, you acknowledge that you have read and understood the Privacy Policy. If you have questions about our data practices, you can contact us using the information in the Privacy Policy or the Contact Information section below.

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Fees and Payment

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Pricing and Quotes: PlanMerge will inform you of the fees for our Services (e.g. via a published price list, proposal, or quote) prior to confirming your order or signing a contract. Fees may depend on the scope of services, such as the size of the area to be surveyed, the complexity of analysis, or the duration of a consulting engagement. All prices are in U.S. Dollars unless otherwise stated, and are subject to applicable taxes (such as sales tax) which will be added as required by law.

 

Payment Terms: Payment is due as specified in the ordering process or your service agreement. For one-time projects, we may require a deposit to schedule the service, with the balance due upon delivery of the final deliverables. For any Services billed on an hourly or milestone basis, we will invoice you according to the agreed schedule, and you agree to pay invoices within the stated payment period (e.g., net 30 days) unless otherwise specified in writing. If paying by credit card or online payment, you authorize PlanMerge to charge your provided payment method for the agreed fees. Late payments may incur interest at the rate permitted by law or as stated on the invoice, and non-payment may result in suspension of Services.

 

No Automatic Renewals: PlanMerge does not provide “automatic renewal” subscriptions to consumers without explicit agreement. We will not automatically charge you on a recurring basis for services unless you have expressly agreed to a recurring service contract with us. California’s Automatic Renewal Law requires clear consent for any auto-renewing service, and we fully comply. If you enter into a recurring service agreement (for example, a monthly aerial monitoring program under a separate contract), the terms of that agreement will explain the billing frequency, renewal terms, and cancellation rights in accordance with the law. In all cases, you will not be charged for renewal of a service contract unless you have knowingly agreed in advance to such charges. You also have the right to cancel as described in any such agreement or as provided by law. We do not offer free trials that convert to paid subscriptions without notice, and we do not engage in any negative option billing.

 

Taxes: You are responsible for any taxes, duties, or charges imposed by governmental authorities (such as sales/use tax or VAT) on the Services provided, excluding taxes on PlanMerge’s income. We will collect sales tax in California as required and will provide an invoice or receipt that details any taxes charged.

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Cancellation and Refund Policy

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Service Cancellation by Customer: If you need to cancel or reschedule a scheduled Service (such as a planned aerial capture session), please notify us as soon as possible. Our ability to offer a refund or credit may depend on the timing of the cancellation and the terms of any separate agreement. For example, if you cancel well in advance of the scheduled service date, we will make reasonable efforts to refund any prepayments, minus any non-recoverable costs incurred on your behalf. If you cancel on short notice (e.g., less than 24 hours before a scheduled drone flight), a cancellation fee or forfeiture of a deposit may apply, as we may have already allocated resources to your project. Any specific cancellation terms provided to you at the time of ordering or in a service agreement will apply. In the absence of specific terms, our general policy is that fees for services that have already been rendered or commenced are not refundable.

 

PlanMerge’s Cancellation or Inability to Perform: If PlanMerge must cancel a service appointment (for example, due to unsafe weather conditions, airspace restrictions, or other operational issues), we will notify you promptly and either reschedule the service at a mutually agreeable time or offer you a refund for any payment received for the canceled service. Similarly, if we determine that we cannot fulfill your order or meet your requirements, we will refund any payments for undelivered services. We adhere to California’s requirements for fulfillment of internet sales: if we cannot provide the goods or services within 30 days of payment, we will offer you a refund or other options as described above.

 

Refund Policy (All Sales Final): Except as expressly provided in these Terms or required by law, all completed sales are final and non-refundable. Because our Services often involve custom data capture and analysis tailored to each client, once work has begun (or deliverables have been provided), we generally cannot offer cancellations or refunds. In California, businesses that do not offer refunds must clearly disclose their refund policy to customers prior to sale. By agreeing to these Terms and proceeding with a purchase, you acknowledge that you have been informed of our refund policy. If you believe you have extenuating circumstances, you may contact us to request an exception, and we will review such requests on a case-by-case basis. This policy does not waive any rights you may have under consumer protection laws; if a refund is required to be provided under applicable law in a given situation, PlanMerge will comply with the law.

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Intellectual Property Rights

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Ownership of PlanMerge Materials: All content and materials provided through our Services, including but not limited to software, websites, text, graphics, logos, videos, photographs, aerial footage, maps, reports, and datasets (collectively, “PlanMerge Content”), are the intellectual property of PlanMerge or our licensors and are protected by copyright, trademark, and other intellectual property laws. PlanMerge (and its licensors) retain full and complete ownership of all rights, title, and interest in the PlanMerge Content, including any content we create or capture as part of the Services. This means that any deliverables we provide to you (such as aerial images, videos, or maps) are licensed to you, not sold outright. You are granted rights to use those deliverables as described in this Section and any service agreement, but PlanMerge and its licensors reserve all rights not expressly granted.

 

Your License to Use Deliverables: Upon your payment in full for the Services, PlanMerge grants you a limited, non-exclusive, non-transferable license to use the deliverables and PlanMerge Content provided to you for your internal business purposes or personal, non-commercial use (as applicable), and for the specific purposes for which our Services are intended. For example, if you are a property owner who engaged us to survey your land, you may use the maps and data we provide for your own planning or development purposes. If you are a business client, you may use the deliverables internally within your business operations. Unless otherwise agreed in writing, this license is for single-use/single-entity only – you may not resell, distribute, or publicly display the deliverables beyond what is necessary for your internal use or the purpose for which they were provided, without our express permission.

 

License Restrictions: You shall not do (or allow any third party to do) any of the following with the PlanMerge Content or Services, except as expressly permitted by these Terms or by law: (a) copy, reproduce, or create derivative works from the content; (b) distribute, publicly perform or display, sell, or lease any part of the content to any third party; (c) remove, obscure, or alter any copyright, watermark, or other proprietary notices affixed to content; (d) use any PlanMerge trademarks, logos, or branding without our prior written consent; (e) reverse engineer, decompile, or attempt to extract the source code of any software or tools provided by PlanMerge (except to the limited extent such restrictions are expressly prohibited by applicable law); or (f) use the content in a manner that violates any applicable law or the rights of any other person (such as using our maps or data to infringe on someone’s privacy or property rights).

 

Revocability of License: The license we grant to you is revocable. If you breach these Terms (for example, by using our deliverables in an unauthorized way or failing to pay for the Services), we reserve the right to terminate or suspend your license to use PlanMerge Content. In such case, you must cease all use of the content and, at our request, return or destroy any copies in your possession. We may also use technological measures to prevent unauthorized use. (This provision is not intended to revoke your rights to content you have fully paid for in absence of any wrongdoing; it is meant to protect against misuse or violation of these Terms.) PlanMerge provides content under license terms to ensure clarity that you are obtaining access and use rights, not unrestricted ownership of digital goods.

 

Your Intellectual Property: In the course of using our Services, you may provide us with or grant us access to your own materials or data (for example, site plans, specifications, or other information needed for us to perform the Services). You retain ownership of all intellectual property rights in any content or data that you provide to us (“Your Content”). By providing Your Content to PlanMerge, you grant us a limited, non-exclusive license to use, reproduce, adapt, and modify Your Content solely as needed to perform the Services for you and as otherwise permitted by our Privacy Policy. We will not use or disclose Your Content beyond what is necessary to fulfill your project or as required by law. You represent and warrant that you have all necessary rights in Your Content to grant us this license and that our use of Your Content in providing the Services will not infringe or violate the rights of any third party.

 

Third-Party Content: Some content incorporated in our deliverables or on our website may be sourced from third parties (for example, base map data, stock images, or software libraries). All such third-party content is the property of its respective owners and may be subject to additional terms. Nothing in these Terms grants you any rights to third-party intellectual property except as integrated in our Services and deliverables for your use. We make no warranties or representations regarding third-party content, and you use it at your own risk.

 

Feedback: If you provide suggestions, ideas, or feedback to PlanMerge regarding our Services (“Feedback”), you acknowledge that such Feedback is given voluntarily and that we are free to use, disclose, or implement the Feedback as we see fit, without any obligation to you. Any improvements or modifications to the Services based on your Feedback are owned by PlanMerge.

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Acceptable Use Policy

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You agree to use PlanMerge’s Services and website in a responsible and lawful manner. You will not misuse the Services or use them to engage in any activity that is illegal, fraudulent, or interferes with others’ use and enjoyment of the Services. By way of example, and not limitation, when accessing or using our Services, you agree not to:

• Violate Laws or Rights: You will not use the Services in any way that violates any applicable federal, state, or local laws or regulations, or infringes the rights of any person or entity (including intellectual property rights and privacy rights).

• Interfere with the Services: You will not interfere with or disrupt the operation of the Services or the servers or networks used to make the Services available. This means you will not attempt to gain unauthorized access to any systems, passwords, or data, and you will not deploy any viruses, malware, or harmful code on or through the Services.

• Automated Access: You will not use any robot, scraper, crawler, or other automated means to access the Services or extract data (except as may be permitted by a robots.txt file or with our prior consent). Our Services are meant to be accessed by human users in real time, and automated access without permission is not allowed.

• Impersonation or False Information: You will not impersonate any person or entity or misrepresent your affiliation with any person or entity when using the Services. You agree to provide truthful and accurate information to us and to other users of the Services, and to promptly correct any information that is or becomes false or misleading.

• Unauthorized Use of Content: You will not use any PlanMerge Content or deliverables in a way not authorized by these Terms. For example, you will not remove our logos or attributions from deliverables and then pass them off as your own work, and you will not share deliverables publicly if your license does not permit it.

• Excessive Load: You will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure (for instance, making excessive requests to our servers or abusing our online tools in a way that degrades performance for other users).

PlanMerge reserves the right to monitor use of the Services for compliance with this Acceptable Use Policy and to investigate any suspected violation. If we determine, in our sole discretion, that you have violated this Policy or any other provision of these Terms, we may take appropriate action. This may include suspending or terminating your access to the Services (with or without notice) and, if necessary, involving law enforcement or other authorities. We also reserve the right to remove or disable access to any content that violates these Terms or the law.

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Modifications to Terms or Services

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Modification of Terms: PlanMerge may update or revise these Terms from time to time, especially as our business, technology, or legal requirements evolve. If we make a material change to these Terms, we will provide notice to you by posting the updated Terms on our website and updating the “Last Updated” date at the top, or by other prominent communication. We may also email registered users or clients about major changes. Please review these Terms periodically. By continuing to use the Services after updated Terms are posted, you agree to the revised Terms. If you do not agree to any update, you should stop using the Services. Any changes will not apply retroactively to events that occurred before the changes went into effect; such events will be governed by the Terms in place at the time.

 

Modification of Services: As noted above, we reserve the right to change, suspend, or discontinue any aspect of the Services at any time. This could include adding or removing features, imposing usage limits, or terminating the Service entirely. We are not liable to you or any third party for any modification, suspension, or discontinuation of the Services, provided that if you have prepaid for services we discontinue, we will either fulfill our obligations under the contract, provide an equivalent service, or issue a prorated refund for any portion not delivered.

 

Temporary Suspension: In addition to permanent changes, we may occasionally need to suspend the Services temporarily, for example, to perform maintenance or upgrades, or to address emergency issues such as security vulnerabilities. Whenever reasonably possible, we will schedule maintenance during low-usage times and provide advance notice. However, in urgent or unforeseeable situations, we may not be able to notify you in advance. We will not be responsible for any losses or inconvenience you may suffer due to temporary downtime or interruptions, but we will make reasonable efforts to minimize disruption.

 

Your continued use of the Services following any modifications confirms your acceptance of those modifications. It is your responsibility to stay informed of any changes by reviewing these Terms and any notices we send. If you have any questions or concerns about changes to the Terms or Services, please contact us (see Contact Information section below).

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Disclaimer of Warranties

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“As-Is” Basis: PlanMerge provides the Services and all deliverables on an “as is” and “as available” basis, without any warranties of any kind, unless expressly stated otherwise. To the maximum extent permitted by law, PlanMerge disclaims all warranties, whether express, implied, or statutory, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not guarantee that the Services or any deliverables will meet your exact needs, achieve any particular results, or be error-free, uninterrupted, or completely secure.

 

No Guarantee of Outcomes: Aerial data collection and analysis can be influenced by factors beyond our control (such as weather, lighting, or data provided by third parties). PlanMerge makes no warranty that our Services will be 100% accurate or that any recommendations or analyses we provide will guarantee particular outcomes for your project or business. Any estimates, examples, or forecasts provided during our Services are for informational purposes and are not a warranty or promise of actual results.

 

Technical Accuracy: While we strive for accuracy and precision in all maps, measurements, and data we provide, we cannot warrant that every measurement or geospatial coordinate is exact. Use caution and professional judgment when relying on our deliverables for critical decisions. PlanMerge disclaims liability for errors or omissions in any maps or data to the fullest extent allowed by law.

 

No Warranty of Availability: We do not warrant that the Services (including our website) will be available at all times, or that they will be free from viruses or other harmful components. You are responsible for implementing appropriate backup, security, and anti-virus measures to protect your own systems and data.

 

Third-Party Services: If our Services integrate or rely on any third-party services or data (for example, map imagery from third-party providers, or airspace data from government sources), PlanMerge makes no warranty as to those third-party services or data. We do not control third parties and are not responsible for their performance. Your use of third-party content or services may be subject to the third party’s terms and conditions, and it is your responsibility to abide by those terms.

 

Consumer Rights: Important: Some jurisdictions (including certain states or countries) do not allow the exclusion of certain warranties for consumers. For example, under U.S. law, an implied warranty of merchantability may accompany the sale of goods unless disclaimed, and California law provides certain guarantees for consumer transactions that cannot be waived. If you are a consumer, the disclaimers in this section apply only to the fullest extent permitted by law. Specifically, nothing in these Terms will disclaim or limit any warranty or consumer protection that is mandated by law and cannot be waived. If an implied warranty cannot be disclaimed in your jurisdiction, we limit the duration of such warranty to the minimum period allowed by law.

 

Except as explicitly provided in these Terms, you assume all responsibility for your use of the Services. PlanMerge does not authorize anyone to make any warranty on our behalf, and any such information or advice that may be given by a PlanMerge representative or partner does not create a warranty.

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Limitation of Liability

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Types of Damages Limited: To the fullest extent permitted under applicable law, PlanMerge and its officers, directors, employees, agents, affiliates, and licensors shall not be liable to you for any indirect, incidental, consequential, special, exemplary, or punitive damages whatsoever. This includes, without limitation, damages for lost profits, lost revenues, lost business opportunities, loss of data, business interruption, or any other intangible losses arising out of or related to your use of (or inability to use) the Services, even if we have been advised of the possibility of such damages.

 

Liability Cap: To the fullest extent permitted by law, PlanMerge’s total cumulative liability to you for any claims arising out of or relating to these Terms or the Services, regardless of the form of the action (whether in contract, tort (including negligence), strict liability, or otherwise), shall not exceed the total amount of fees you have paid to PlanMerge for the specific Service or deliverable that gave rise to the liability in the 12 months immediately preceding the event(s) giving rise to the claim. If you have not paid any amount to PlanMerge (for example, if you are using a free feature of our website), PlanMerge’s total liability to you shall not exceed $100 USD.

 

Consumer Users: If you are using the Services as an individual consumer (and not for business purposes), the above liability cap may not apply to certain types of claims under applicable law. For example, California law may not allow the limitation of liability for personal injury or property damage caused by products or services in certain cases. In such situations, and only to that extent, the liability cap and exclusions may not apply to you. However, in all cases, PlanMerge’s liability is limited to the greatest extent permitted by law.

 

Release of Certain Claims: You understand and agree that PlanMerge has set its prices and entered into these Terms in reliance upon the limitations of liability and the disclaimers of warranties set forth herein, which reflect an agreed allocation of risk between you and us. In no event will PlanMerge be liable for any failure or delay in performing its obligations due to causes beyond its reasonable control (force majeure events), such as natural disasters, government actions, telecommunications or internet failures, wars, or strikes. If such events occur, we will use reasonable efforts to resume Services, but we will not be in breach of these Terms due to such delays.

 

No Liability for Certain Acts: PlanMerge will not be liable for any damage caused by (a) your misuse of the Services or any deliverable, or (b) your failure to implement reasonable recommendations or guidance provided in our analysis or reports. Any decisions you make based on our Services (such as investment, construction, or safety decisions) are made at your own risk. You acknowledge that aerial data and consulting are tools to assist decision-making, but they do not eliminate the need for professional judgment and, where appropriate, confirmation by other experts.

 

Non-Excludable Liability: Nothing in these Terms shall exclude or limit any liability that cannot be excluded under law. In particular, these limitations of liability do not apply to liability resulting from our fraud or intentional misconduct, or for personal injuries or property damage caused by our willful acts or gross negligence, or other forms of liability that may not be limited by law. Additionally, the foregoing limitations do not affect your rights as a consumer that cannot be waived by contract, including any rights under California Civil Code § 1714 or other applicable laws. In entering this agreement, however, you agree that you understand the liability limitations and that they are a necessary part of this bargain.

 

Because some jurisdictions do not allow the exclusion or limitation of certain damages, in such jurisdictions our liability will be limited to the maximum extent permitted by law.

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Indemnification

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Your Agreement to Indemnify: You agree to indemnify, defend, and hold harmless PlanMerge and its officers, directors, employees, contractors, agents, and affiliates (the “Indemnified Parties”) from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, or expenses (including reasonable attorneys’ fees and costs) that arise out of or relate to: (a) your use or misuse of the Services or deliverables; (b) your breach of any provision of these Terms or any applicable law or regulation; (c) any infringement or misappropriation of intellectual property or other rights of a third party by you or Your Content; or (d) any fraud, negligence, or willful misconduct by you.

 

Procedure: If any Indemnified Party becomes aware of a matter for which it may be indemnified by you, we will provide you with reasonable notice (to the extent permitted by law) of any such claim or legal proceeding. You will then promptly assume the defense of the claim through counsel reasonably acceptable to us. The Indemnified Party(s) will reasonably cooperate (at your expense) with your defense, and you shall not settle any claim in a manner that admits liability or imposes obligations on the Indemnified Parties without our prior written consent. We reserve the right, at our option, to participate in the defense of any indemnified claim with our own counsel at our expense (except that you remain responsible for any indemnified amounts).

 

This indemnity obligation will survive the termination or expiration of these Terms and your use of the Services. It is intended to allocate responsibility between PlanMerge and users (especially business users) in the event a third party is harmed or claims to be harmed due to a user’s actions or content in connection with our Services.

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Dispute Resolution

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Please read this section carefully, as it affects your rights. We hope to resolve any disputes with our customers amicably and efficiently. However, if a dispute arises that cannot be resolved informally, this section explains how we agree to resolve it.

 

Good Faith Negotiations: You agree to first try to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services (a “Dispute”) informally by contacting PlanMerge at the contact information provided below. Both you and PlanMerge agree to engage in good-faith discussions to attempt to resolve the Dispute for at least 30 days. If we are unable to resolve the Dispute within such time, then, except as provided below, either party may initiate arbitration as described here.

 

Binding Arbitration Agreement: Except for the exceptions provided below, you and PlanMerge agree that any Dispute (including all statutory and common law claims, and whether arising in contract, tort, or otherwise) shall be resolved by binding arbitration on an individual basis. By agreeing to arbitration, you and we are each waiving the right to a trial by jury or to participate in a class action for such Disputes. This arbitration provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) and evidences a transaction in interstate commerce.

 

Arbitration Procedure: The arbitration will be administered by the American Arbitration Association (AAA) (or another established ADR provider mutually agreed upon) under its Consumer Arbitration Rules if you are an individual consumer, or its Commercial Arbitration Rules if you are a business entity or an individual using the Services for business purposes. You may begin an arbitration by submitting a demand to the AAA and providing a copy to PlanMerge at our notice address (see Contact Information below). The arbitration may be conducted in person in the county where you reside (if you are a consumer in California), or in San Francisco, California (if you are a business or if required for neutrality), or by video conference/telephone or document submission, as appropriate and as agreed or determined by the arbitrator. The arbitrator will be a neutral retired judge or attorney experienced in the subject matter and will be selected according to AAA rules.

 

The arbitrator shall follow applicable law, including the California Arbitration Act and relevant statutes of limitations, and can award any relief that a court of competent jurisdiction could award, including injunctive or declaratory relief and attorneys’ fees if provided by law. The arbitrator’s award shall include a written statement of the disposition of each claim and the main findings and conclusions. The arbitrator’s decision will be final and binding, and judgment on the award may be entered in any court with jurisdiction.

 

Arbitration Fees and Costs: If you are an individual consumer, PlanMerge will pay all arbitration filing, administration, and arbitrator fees beyond the amount of the filing fee you would have paid to file a lawsuit in court (if any). In other words, your costs for arbitration will not exceed typical court costs. Each side will bear its own attorneys’ fees and costs unless a statute provides that the prevailing party is entitled to recover attorneys’ fees (in which case the arbitrator may award reasonable fees to the prevailing party, consistent with applicable law).

 

Exceptions – Small Claims and Injunctive Relief: Small Claims: Either you or PlanMerge may elect to have an individual claim heard in small claims court instead of arbitration, if the claim is within the jurisdiction of the small claims court and all parties agree to proceed in that forum. Intellectual Property and Injunctive Relief: Notwithstanding the above agreement to arbitrate, either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of intellectual property rights (for example, you may file a lawsuit for urgent injunctive relief if you believe PlanMerge is violating your privacy or IP rights; we may do the same if you misuse our IP). Such an action may be filed in a court of proper jurisdiction in the State of California.

 

No Class Actions: You and PlanMerge agree that any Dispute is personal to you and PlanMerge, and that each of us may only resolve disputes with the other on an individual basis. Neither you nor PlanMerge will seek to have any Dispute heard as a class action, representative action, collective action, or private attorney general action. The arbitrator shall have no authority to consolidate or join the claims of different individuals or entities, or to preside over any form of a representative or collective proceeding. You acknowledge that this class action waiver is an essential part of our arbitration agreement. If this class action waiver is found to be unenforceable, then the entirety of the binding arbitration agreement above shall be null and void (but the rest of these Terms will remain in effect).

 

Severability of Dispute Resolution Terms: If any portion of this Dispute Resolution section (other than the class action waiver) is found to be unenforceable, the remaining portions shall remain in force. If the class action waiver is found to be unenforceable or if the entire arbitration agreement is found to be invalid, then the Dispute will be decided by a court of competent jurisdiction in California, and you and PlanMerge agree to submit to the personal jurisdiction of that court.

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Governing Law

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These Terms and your use of the Services are governed by the laws of the State of California, U.S.A., without regard to its conflict of laws principles, except to the extent that federal law applies (for example, in enforcing the arbitration agreement above, the Federal Arbitration Act will apply). This means that, to the maximum extent permissible, California law will control. The parties expressly agree that the Uniform Computer Information Transactions Act (UCITA) and the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these Terms or the Services.

 

Jurisdiction and Venue: Except where arbitration is required as provided above or where prohibited by law, any legal action or proceeding arising out of or related to these Terms or the Services shall be brought exclusively in the federal or state courts located in California (and specifically, to the extent state court, in the courts of the City and County of San Francisco, California). You and PlanMerge both consent to the personal jurisdiction of these courts and waive any objections (such as inconvenient forum) to the exercise of jurisdiction by those courts. However, this paragraph will not limit the enforceability of the Dispute Resolution – Arbitration clause above, which may result in a different venue (e.g., small claims court or arbitral forum).

 

If you reside outside of the United States, you understand and agree that you are voluntarily using the Services subject to U.S. and California law, and that you are responsible for compliance with any local laws that may apply to you.

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Contact Information and California Consumer Notice

If you have any questions, concerns, or complaints about the Services or these Terms, you may contact PlanMerge’s customer service department at:​

• Email: support@planmerge.com

We will do our best to address and resolve your issue. 

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Miscellaneous Provisions

Entire Agreement: These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and PlanMerge regarding the Services. They supersede all prior and contemporaneous understandings, agreements, representations, and warranties (both written and oral) regarding the Services. In entering into these Terms, neither party has relied on any statement, representation, or warranty not expressly included herein.

 

Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be enforced to the maximum extent permissible and the remaining provisions of these Terms will remain in full force and effect. The parties agree that any such invalid provision will be deemed modified to the minimum extent necessary to make it valid and enforceable, consistent with the original intent.

 

No Waiver: No waiver by PlanMerge of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of that term or any other term. Similarly, any failure on our part to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. To be effective, any waiver of any provision of these Terms must be in writing and signed by an authorized representative of PlanMerge.

 

Assignment: You may not assign or transfer these Terms, or delegate any obligations, in whole or in part, whether by operation of law or otherwise, without our prior written consent. Any attempt by you to assign these Terms without consent will be null. PlanMerge may assign or transfer its rights and obligations under these Terms to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets related to the Services, or by operation of law or otherwise. These Terms will bind and inure to the benefit of the parties and their respective permitted successors and assigns.

 

Relationship of Parties: You and PlanMerge are independent contracting parties. These Terms do not create any agency, partnership, joint venture, employment, or franchise relationship between you and us. Neither party has the authority to bind the other or incur obligations on the other’s behalf without prior written consent.

 

Headings and Interpretation: Section headings in these Terms are for convenience only and have no legal or contractual effect. Words such as “including” or “for example” shall be read to mean “including, without limitation,” and examples given are illustrative and not exhaustive.

 

Compliance with Laws: Both parties will comply with all applicable laws and regulations in performing their obligations and exercising their rights under these Terms. This includes, without limitation, applicable export control laws (you agree not to export any PlanMerge deliverables or technical data in violation of law) and data privacy laws.

 

Survival: Provisions of these Terms that by their nature should survive termination (such as intellectual property rights, warranty disclaimers, limitation of liability, indemnification, dispute resolution, and governing law) shall survive any termination or expiration of these Terms or your use of the Services.

 

No Third-Party Beneficiaries: These Terms are for the benefit of you and PlanMerge (and permitted assigns) only. Except as expressly provided in these Terms, no other person or entity has any rights under these Terms as a third-party beneficiary or otherwise.

 

Changes and Updates: We have the right to update these Terms as described in the “Modifications” section above. We also reserve any rights that are not expressly granted to you in these Terms.

 

Acknowledgment: You acknowledge that you have read these Terms, understand them, and agree to be bound by them. If you are accepting on behalf of an organization, you acknowledge that you have authority to do so.

 

Thank you for reading these Terms and for using PlanMerge’s Services. We value your business and are committed to providing quality service in compliance with California law and all applicable regulations. If you have any questions about these Terms or our Services, please reach out to us at the contact information provided above.