TERMS OF USE

Overview

The following terms of use agreement (“Agreement”) between you and Planview, Inc. (“Planview”) governs your access and use of this Planview Web site (the “Web site”). By accessing, browsing, or using this Web site, you acknowledge that you have read, understood, accept and agree to be bound by this Agreement and to comply with all applicable laws and regulations, including export and re-export control laws and regulations. If you do not agree to this Agreement, please do not use this Web site. Planview reserves the right to update this Agreement and any other information contained in this Web site at any time without notice to you. By using the Web site, you agree to be bound by the terms and conditions of this Agreement that is in force during such use. You can always review the most current version by clicking on the “Legal Terms” link located at the bottom of our Web pages.

General

Planview provides you with access to a variety of resources, including community features and communication forums (for example, message boards and blogs) as well as product information (collectively “Services”) through this Web site. Your use of this Web Site and of any Services, including updates, enhancements, new features, and changes, are subject to this Agreement.

Limitation to personal and non-commercial use

The content of this Web site is protected by law, including without limitation United States copyright law, trademark law, and applicable international treaties. This Web site, including all content in this site, as well as the Services are provided for your personal and non-commercial use. You may not “mirror” any content contained within this Web site. You may not, in any form by any means, modify, copy, distribute or otherwise disclose or disseminate, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from the Web site or Services without Planview’s prior written consent. Permission to use the Web site and Services is conditioned on your not modifying the content displayed on this site or contained in Services, your keeping intact (and following) all copyright, trademark, and other proprietary notices, and your acceptance of this Agreement as well as any terms, conditions, and notices accompanying the content or otherwise set forth in this site. Notwithstanding the foregoing, any software and other materials that are made available for downloading, access, or other use from this site with their own license terms, conditions, and notices will be governed by such terms, conditions, and notices. Your failure to comply with the terms, conditions, and notices on this site will result in automatic termination of any rights granted to you, without prior notice, and you must immediately destroy all copies of downloaded materials in your possession or control. Except for the limited permission in the preceding paragraph, Planview does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary or intellectual property rights of Planview or its licensors except as expressly stated in this Agreement.

Posting submissions

The Services may contain or through this Web site you may be provided with access to blogs, forums, communities, and the like (collectively referred to as a “Community” or “Communities”) designed to enable you to post comments and share information. In your use of the Web site, and particularly of Communities, please pay special attention to the following:

• A Community may be moderated by a Planview representative — but Planview has no obligation to do so. Planview reserves the right to exercise editorial control over content which is posted or otherwise submitted to a Community. By posting, uploading, inputting, sending, providing or otherwise submitting (collectively, “Posting”) feedback, comments, material, suggestions or other information (each a “Submission” and collectively “Submissions”) to a Community, you understand and agree that we may post your Submission in its entirety, in an edited version, or not at all. Any editing will be done primarily for purposes of clarity, length or deletion of offensive, unlawful, threatening, libelous, obscene, scandalous, pornographic, profane, inappropriate, or potentially defamatory material. Planview may remove a Submission at any time in its sole discretion.
• It is in the nature of Communities for contributors to take responsibility for their Submissions. We therefore do not accept Submissions Posted anonymously. By Posting a Submission to a Community, you understand and agree that your full name may be posted along with your Submission.
• Submissions are those of their respective contributors only. The views expressed by contributors do not represent the views of Planview, its management or employees. Planview is not responsible, and disclaims any and all liability, for the content of comments, opinions, and other information submitted to the Community.
• You represent that Submissions Posted by you to a Community will not contain any defamatory, libelous, vulgar, obscene, abusive, profane, threatening, libelous, scandalous, hateful, racially, ethnically, or otherwise offensive or illegal information or material.
• Do not post any information or other material that will compromise the trade secrets or confidential information of, or violate the copyright or other intellectual property rights of, any third party or otherwise subject Planview to civil or criminal liability. Do not use any words, logos or other marks that would infringe upon the trademark, service mark, certification mark, or other intellectual property rights of the owners of such marks without the permission of such owners. Do not post any confidential information or any information that would infringe upon the proprietary, privacy or personal rights of others.
• Do not post, upload, email or otherwise transmit any material containing software viruses or other computer code or files designed to interrupt, harm, delete, or otherwise interfere with or limit the functionality of any computer software or hardware or telecommunications equipment.
• Do not forge headers or otherwise manipulate identifiers in your post in an attempt to disguise, impersonate, or otherwise misrepresent your identity or affiliation with any other person or entity.
• All Submissions Posted shall be of an informational nature and for informational purposes only. Commercial use or any other unauthorized use of the Community is prohibited. Do not use the Community to solicit or conduct business, including the direct or indirect marketing of users’ products or services, in any manner. The Community may not be used to provide information, materials, products, or services in exchange for compensation of any kind.
• You agree to fully indemnify and hold Planview.com, Planview, Inc. and their subsidiaries, affiliates, officers, agents, directors and employees harmless from any claim or demand, including reasonable attorneys’ fees, made by any party due to or arising from your use of or posting to a Community, or your violation of any rights of another.

Submissions to Planview or posted on a Planview web site or community

Submissions made to Communities through our Web sites or Services will be deemed NOT to be confidential. By Posting a Submission, you grant Planview an unrestricted, irrevocable license to copy, reproduce, publish, upload, post, transmit, distribute (including to sublicense), publicly display, perform, modify, create derivative works from, and otherwise freely use, those Submissions. You also agree that Planview is free to use any ideas, concepts, know-how, or techniques that you Post for any purpose. No compensation will be paid with respect to the use of your Submission.

Passwords and security

If access to a Community or use any of the Services requires you to open an account, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You also will choose a password and a user name. You are entirely responsible for maintaining the confidentiality of your password and account information, and for all acts that occur in connection with your account. You agree to promptly notify Planview of any unauthorized use of your account or other breach of security. Planview will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Planview or another party due to someone else using your account or password. You may not use anyone else’s account at any time.

Business relationships

This Web site may provide links or references to non-Planview Web sites and resources. Planview is not responsible for and makes no representations, warranties, or other commitments whatsoever about any non-Planview Web sites or third-party resources that may be referenced, accessible from, or linked to any Planview site. A link to a non-Planview Web site does not mean that Planview endorses the content or use of such Web site or its owner. In addition, Planview is not a party to or responsible for any transactions you may enter into with third parties, even if you learn of such parties (or use a link to such parties) from a Planview site. Accordingly, you acknowledge and agree that Planview is not responsible for the availability of such external sites or resources, and is not responsible or liable for any content, services, products, or other materials on or available from those sites or resources.

Disclaimers re web site information

Information on this Web site is not promised or guaranteed to be correct, current, or complete, and this site may contain technical inaccuracies or typographical errors. Planview assumes no responsibility (and expressly disclaims responsibility) for updating its Web sites to keep information current or to ensure the accuracy or completeness of any posted information. Accordingly, you should confirm the accuracy and completeness of all posted information before making any decision related to any services, products, or other matters described in these sites.

Disclaimer of warranty

Use of this web site or any services is at your sole risk. All materials, information, and services are provided “as is,” with no warranties or guarantees whatsoever. Planview expressly disclaims to the fullest extent permitted by law all express, implied, statutory, and other warranties, guarantees, or representations, including, without limitation, the warranties of merchantability, fitness for a particular purpose, non-interference, and non-infringement of proprietary and intellectual property rights. Without limitation, Planview makes no warranty or guarantee that this web site will be uninterrupted, timely, secure, or error-free. You understand and agree that if you download or otherwise obtain materials, information, or services, you do so at your own discretion and risk and that you will be solely responsible for any damages that may result, including loss of data or damage to your computer system. Some jurisdictions do not allow the exclusion of warranties, so the above exclusions may not apply to you.

Limitation of liability

In no event will Planview be liable to any party for any direct, indirect, incidental, special, exemplary or consequential damages of any type whatsoever related to or arising from this web site or any use of (or inability to use) this web site, or of any site or resource linked to, referenced, or accessed through this web site, or for the use or downloading of, or access to, any materials, information, products, or services, including, without limitation, any lost profits, business interruption, lost savings or loss of programs or other data, even if Planview is expressly advised of the possibility of such damages. This exclusion and waiver of liability applies to all causes of action, whether based on contract, warranty, tort, or any other legal theories and notwithstanding any failure of essential purpose of any limited remedy.

Notices and procedure for making claims of copyright infringement

Pursuant to the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Planview’s Designated Agent. See Notice and Procedure for Making Claims of Copyright Infringement

International use; governing law

This Web site is controlled and operated by Planview from within the United States. Planview makes no representations that materials contained within the Web site are appropriate or available for use in other locations, and access to the Web site from locations where such activity is illegal is prohibited. Those who choose to use the Web site from other locations do so on their own initiative and are solely responsible for compliance with all applicable laws. This Agreement will be interpreted under and governed by the laws of the State of Texas without regard to its conflict of laws provisions. In any claim or cause of action arising from or related to your use of Planview’s Web sites or any Services, including Communities, you agree to submit to the personal and exclusive jurisdiction of the state or federal courts located within Travis County, Texas. This Agreement may not be modified, supplemented, qualified, or interpreted by any trade usage or prior course of dealing not made a part of the Agreement by its express terms. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity of this Agreement as a whole and any such provision should be enforced by authorities, and reconstructed if need be, to apply to the maximum extent allowable under applicable law. The failure by either party to enforce at any time any of the provisions of this Agreement, to exercise any election or option provided herein, or to require at any time the performance of the other of any of the provisions herein will not in any way be construed as a waiver of such provisions. Reasonable attorneys’ fees and costs will be awarded to the prevailing party in the event of litigation involving the enforcement or interpretation of this Agreement. The section headings used herein are for convenience only and shall not be given any legal import.