Terms of Use

BY ORDERING OR USING THE SERVICES (the “Services“) OF PLOT MY STORY (“Company“), YOU (“Customer”) AGREE TO THESE TERMS OF USE (the “Terms“) AND OUR PRIVACY POLICY AVAILABLE AT https://plotsyft.com/privacy-policy WHICH DESCRIBES OUR COLLECTION AND USE OF DATA THROUGH GOOGLE ANALYTICS AND OTHER ANALYTICS TOOLS (the “Privacy Policy“). IF USING COMPANY’S SERVICES ON BEHALF OF A COMPANY OR LEGAL ENTITY, YOU CONFIRM YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND ITS AFFILIATES AS THE “CUSTOMER”. IF YOU LACK THIS AUTHORITY OR DISAGREE WITH THESE TERMS, DO NOT ACCEPT OR USE COMPANY‘S SERVICES.

The Services may not be accessed for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes.

Company’s direct competitors are prohibited from accessing the Services, except with Company’s prior written consent.

1. DEFINITIONS

The capitalized terms used in these Terms are defined in Section 13 of these Terms.

2. PROVISION OF SERVICES AND CONTENT

Company makes the Services and Content available to Customer pursuant to these Terms and any applicable licensing agreement or Purchase Order(s). Unless otherwise provided in the applicable Purchase Order, Services and access to Content may be purchased and billed on an annual basis for the fees stated in the Purchase Order. Customer consents to Company’s use of analytics tools including Google Analytics to monitor and improve the Services.

3. USE OF SERVICES AND CONTENT

3.1      Customer Responsibilities. Customer (a) is responsible for Users’ compliance with these Terms, Documentation, and Purchase Orders, (b) is responsible for the accuracy, quality, and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services, and the interoperation of any Non-Company Applications with which Customer uses Services or Content, (c) represents that it has the right to use and publish any Customer Data and that Customer Data does not and will not violate or infringe upon the intellectual property right or any other right whatsoever of any person, firm, corporation, or other entity or, if any third party materials are used in the Customer Data, that Customer has obtained any and all necessary rights for Company to publish such third party materials and Customer will promptly provide evidence thereof upon Company’s request, (d) will prevent unauthorized access to or use of Services and Content, and notify Company promptly of any such unauthorized access or use, (e) will use Services and Content only in accordance with these Terms, any applicable licensing agreement or Purchase Order(s), the Documentation, and applicable laws and government regulations, (f) will comply with terms of service of any Non-Company Applications with which Customer uses Services or Content, and (g) is solely responsible for maintaining the confidentiality and security of its username and login credentials. Company shall not be responsible for any unauthorized use or access resulting from Customer’s failure to protect its credentials. Any use of the Services in breach of the foregoing by Customer or Users may result in Company’s immediate suspension of the Services.               

3.2      Usage Restrictions. Customer will not (a) make any Services or Content available to anyone other than Customer or Users, or use any Services or Content for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in a Purchase Order, (b) sell, resell, license, sublicense, distribute, rent or lease any Services or Content, or include any Services or Content in a service bureau or outsourcing offering, (c) use the Services or Non-Company Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights or other rights, (d) use the Services or Non-Company Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Services or third-party data contained therein, (f) attempt to gain unauthorized access to any Services or Content or their related systems or networks, (g) permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit, or use any Services to access, copy or use any of Company intellectual property except as permitted under these Terms or a Purchase Order, (h) modify, copy, or create derivative works of the Services or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in a Purchase Order, (j) frame or mirror any part of any Services or Content, other than framing on Customer’s own intranets or otherwise for its own internal business purposes, (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the Services or Content or access it to (1) build a competitive product or service, (2) build, distribute, or sell a product or service using similar ideas, features, functions, or graphics of the Services, (3) copy any ideas, features, functions, or graphics of the Services, or (4) determine whether the Services are within the scope of any patent.

3.3      Removal of Content and Non-Company Applications. If Customer receives notice, including from Company, that Content or a Non-Company Application may no longer be used or must be removed, modified and/or disabled, including but not limited to avoid violating applicable law, or third-party rights, Customer will promptly do so. If Customer does not take required action, including deleting any Content Customer may have downloaded from the Services, in accordance with the above, or if in Company’s judgment continued violation is likely to reoccur, Company may disable the applicable Content, Services and/or Non-Company Application. If requested by Company, Customer shall confirm deletion and discontinuance of use of such Content and/or Non-Company Application in writing and Company shall be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable. In addition, if Company is required by any third-party rights holder to remove Content, or receives information that Content provided to Customer may violate applicable law or third-party rights, Company may discontinue Customer’s access to Content through the Services.

4. NON-COMPANY PRODUCTS AND SERVICES

4.1      Non-Company Products and Services. Company is not responsible for, and does not warrant or support, Non-Company Applications or other Non-Company products or services. Company is not responsible for any disclosure, modification, or deletion of Customer Data resulting from or caused by any Non-Company Application.

4.2      Integration with Non-Company Applications. Company cannot guarantee the continued availability of any Non-Company Applications interoperating with the Services, if any, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-Company Application ceases to make the Non-Company Application available for interoperation with the corresponding Services’ features in a manner acceptable to Company.

5. FEES AND PAYMENT

5.1      Fees. Customer may request customized Services, including but not limited to mapping and digital asset management, in exchange for the payment of fees specified in a Purchase Order. In such case, Company will invoice Customer in advance and in accordance with this Purchase Order. If Customer provides credit card information to Company, Customer authorizes Company to charge such credit card for all Services listed in the Purchase Order for its term. Unless otherwise stated in the Purchase Order, invoiced fees are due net thirty (30) days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Company and notifying Company of any changes to such information.

5.2      Overdue Charges. If any amount invoiced by Company under any Purchase Order is not received by Company by the due date, then without limiting Company’s rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.

5.3      Suspension of Services and Acceleration. If any charge owing by Customer under any applicable Purchase Order is thirty (30) days or more overdue, (or ten (10) or more days overdue in the case of amounts Customer has authorized Company to charge to Customer’s credit card), Company may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full.

5.4      Taxes. Any fees due hereunder are exclusive of taxes, which will be invoiced separately unless Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority.

6. PROPRIETARY RIGHTS AND LICENSES

6.1      Reservation of Rights. Subject to the limited rights expressly granted hereunder, Company, its Affiliates, its licensors, and Content providers reserve all of their right, title, and interest in and to the Services and Content, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

6.2      Access to and Use of Content. Customer has the right to access and use applicable Content subject to these Terms.

6.3      License by Customer to Company. Customer grants to Company a worldwide, perpetual, irrevocable, royalty-free, license to use any content provided by Customer to Company, including but not limited to photographs and text, in whole or in part, in any manner or media, and via any technology and/or distribution channel whether now known or hereafter developed, for Company’s commercial distribution, product and service development, or any other purpose in Company’s sole discretion. In addition, Customer grants Company, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display any Non-Company Applications and program code created by or for Customer using the Services or for use by Customer with the Services, and Customer Data, each as appropriate for Company to provide and ensure proper operation of the Services and associated systems in accordance with these Terms. If Customer chooses to use a Non-Company Application with a Service, Customer grants Company permission to allow the Non-Company Application and its provider to access Customer Data and information about Customer’s usage of the Non-Company Application as appropriate for the interoperation of that Non-Company Application with the Service. Subject to the limited licenses granted herein, Company acquires no right, title, or interest from Customer or its licensors under these Terms in or to any Customer Data, Non-Company Application or such program code.

6.4      License by Customer to Use Feedback. Customer grants to Company and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, make, and incorporate into its Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by Customer or Users relating to the operation of Company’s or its Affiliates’ services.

6.5      Use of Name. Customer will not use Company’s trademarks, service marks, insignias, or logos in whole or in part, in any manner or media, and via any technology and/or distribution channel, whether now known or hereafter developed without Company’s separate express written consent.

6.6      Federal Government End Use Provisions. If Customer or User is a federal agency, Company provides the Services, including related software and technology, for ultimate federal government end use in accordance with the following: The Services consist of “commercial items,” as defined at FAR 2.101. In accordance with FAR 12.211-12.212 and DFARS 227.7102-4 and 227.7202-4, as applicable, the rights of the U.S. Government to use, modify, reproduce, release, perform, display, or disclose commercial computer software, commercial computer software documentation, and technical data furnished in connection with the Services shall be as provided in these Terms, except that, for U.S. Department of Defense end users, technical data customarily provided to the public is furnished in accordance with DFARS 252.227-7015. If a government agency needs additional rights, it must negotiate a mutually acceptable written addendum to these Terms specifically granting those rights.

7. NON-CONFIDENTIALITY

Customer acknowledges and agrees that it shall not transmit to Company any personally identifiable information or personal data subject to data protection laws, sensitive information including but not limited to health, financial, or biometric data, trade secrets or proprietary information, copyrighted materials, confidential information that Customer wishes to maintain as confidential, malware, or any information that is illegal or violates applicable laws. If Customer transmits any such data to Company, Customer assumes all risks and liabilities associated with such transmission.

8. DISCLAIMER

Company provides the Services “as is” and disclaims all warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement, to the extent permitted by law. Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.

9. INDEMNIFICATION

To the fullest extent permitted by law, Customer will defend Company and its Affiliates against any claim, demand, suit or proceeding made or brought against Company by a third party (a) arising from Company’s processing, storage, or disclosure of any Customer Data, (b) alleging that the combination of a Non-Company Application or configuration provided by Customer and used with the Services, infringes upon or misappropriates such third party’s intellectual property rights, or (c) arising from (i) Customer’s use of the Services or Content in an unlawful manner or in violation of these Terms, the Documentation, or any Purchase Order, (ii) any Customer Data or Customer’s use of Customer Data with the Services, or (iii) a Non-Company Application provided by Customer (each a “Claim Against Company”), and will indemnify Company from any expenses, losses, claims, damages, and costs (including, without limitation, attorney fees, fees for consultants and experts, and Company’s costs of investigating any claims against Company) incurred by Company as a result of a Claim Against Company. Company gives Customer primary control of the defense of any such Claim Against Company and all negotiations for its settlement or compromise (provided that Company will have the right to participate in such defense, settlement, or compromise, and Customer may not settle any Claim Against Company without the prior written consent of Company). Company shall give Customer all reasonable assistance in the defense, settlement, or compromise of any such action, at Customer’s expense. The above indemnification obligation does not apply if a court of competent jurisdiction determines by a final non-appealable order that the Claim Against Company arises from Company’s gross negligence or willful misconduct and is not contributed to by any act or omission of Customer or its employees, subcontractors, or agents.

10. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR (A) INDIRECT, SPECIAL, CONSEQUENTIAL, AND PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REVENUES, BUSINESS OPPORTUNITIES, OR SIMILAR LOSSES, OR (B) DIRECT DAMAGES IN EXCESS OF THE AMOUNT CUSTOMER PAID FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE INCIDENT CAUSING THE LIABILITY.

11. TERM AND TERMINATION

11.1    Term. These terms commence to apply on the date Customer first accepts it and continue until Customer stops using the Services or until all Purchase Orders have expired or have been terminated. Except as expressly provided in the applicable Purchase Order, renewal of promotional or one-time priced Services will be at Company’s applicable list price in effect at the time of the applicable renewal.

11.2    Termination. Company may terminate the provision of Services at any time and for any reason. Customer may terminate any applicable Purchase Order, if any, for cause (i) upon sixty (60) days written notice to Company of a material breach if such breach is reasonably capable of being cured and remains uncured at the expiration of such period, unless Company determines in its sole discretion that a default is not capable of being cured before the expiration of such period, in which case Company shall cure such default within one hundred and twenty (120) days or as otherwise agreed between the Parties, or (ii) if the other Party files for bankruptcy or becomes insolvent.

11.3    Refund or Payment upon Termination. If any applicable Purchase Order is terminated for cause by Customer or for convenience by Company in accordance with the “Termination” section above, Company will refund Customer any prepaid fees covering the remainder of the term of all Purchase Orders after the effective date of termination. If any applicable Purchase Order is otherwise terminated or cancelled by Customer, Customer remains liable for all fees due under any Purchase Order and shall pay any unpaid fees covering the remainder of the term of all Purchase Orders to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees payable to Company for the period prior to the effective date of termination.

11.4  Surviving Provisions. Sections 3.3 (Removal of Content and Non-Company Applications), 6 (Proprietary Rights and Licenses), 7 (Non-Confidentiality), 8 (Disclaimer), 9 (Indemnification), 10 (Limitation of Liability), 11.3 (Refund or Payment upon Termination), 11.4 (Surviving Provisions), and 12 (General Provisions) will survive any termination or expiration of any applicable Purchase Order.

12. GENERAL PROVISIONS

12.1    Compliance. Customer will comply with all applicable export control and anti-corruption laws. Customer represents that it is not on any U.S. government denied-party list. Customer will not permit any User to access or use any Services or Content in a U.S.-embargoed country or region as may be updated from time to time by the U.S. Office of Foreign Assets Control (OFAC), or in violation of any U.S. export law or regulation.

12.2    Relationship of the Parties. The Parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties, and neither Party shall have any right or authority to create any obligations, express or implied, on behalf of the other. Each Party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.

12.3    Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party’s prior written consent, provided, however, Company may assign any applicable Purchase Order in its entirety, without Customer’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. These Terms will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.

12.4   Notices. Except as otherwise specified by Company, all notices between the Parties will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c) the day of sending by email.

12.5  Law and Venue. These Terms will be construed in accordance with the law of Georgia without giving effect to that state’s choice of law rules. The exclusive forum for any dispute or litigation arising out of these Terms shall be in the state courts of Georgia or in the Federal District Court for the Northern District of Georgia.

12.6  Changes. Company reserves the right to modify these Terms at any time in its sole discretion. Any changes to these Terms will be effective immediately upon posting the revised Terms on Company’s website or otherwise notifying Customer. Customer’s continued use of the Services following any changes to these Terms constitutes acceptance of such changes.

13. DEFINITIONS

“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with the subject entity.

“Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Content” means information obtained by Company from publicly available sources or its third-party content providers and made available to Customer through the Services.

“Customer Data” means electronic data and information submitted to Company by or for Customer, excluding Content and Non-Company Applications.

“Documentation” means Company’s website at https://plotmystory.com/ and Company’s written instructions to Customer as provided and updated from time to time.

“Malicious Code” means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Purchase Order” means Customer’s order of Services, including any statement of work, change order (“Change Order”), or supplements. By entering into a Purchase Order, an Affiliate agrees to be bound by these Terms as if it were an original party hereto.

“Non-Company Application” means Web-based, mobile, offline or other software functionality that interoperates with the Services, that is provided by Customer or a third party and/or listed on a User Interface. Non-Company Applications, other than those obtained or provided by Customer, will be identifiable as such.

“Services” means Company’s services ordered by Customer under a Purchase Order. “Services” exclude Content and Non-Company Applications.

“User” means, in the case of an individual accepting these terms on their own behalf, such individual, or, in the case of an individual accepting these Terms on behalf of a company or other legal entity, an individual who is authorized by Customer to use the Services or for whom Customer has purchased Services. Users may include, for example, employees, consultants, contractors, and agents of Customer, and third parties with which Customer transacts business.

“User Interface” means the interface of applications that interoperate with the Services.