Last Updated: January 1, 2020
Thank you for choosing SightPlan. We invite you to use our mobile and web apps, but please note that your invitation is subject to the review and agreement with these Terms of Service. This document describes in detail your rights and our rights relating to the service, so please review these Terms carefully.
What are the Terms of Service?
What is the SightPlan Service?
These Terms of Service are an agreement (the "Agreement") between SightPlan, Inc., a Delaware Corporation ("SightPlan") and Customer or End User, as applicable.
If you are ordering the Services by entering into a Master Services Agreement with SightPlan and completing an Order Form or using the Service, you consent to this Agreement as a "Customer." If you are consenting to this Agreement for use by an organization, you are agreeing on behalf of that organization. You must have the authority to bind that organization to this Agreement, otherwise you must not sign up for the Services.
If you are using the Services as an individual user of a Customer, including a tenant, resident or employee ("End User"), then by clicking "I Agree" or using the Services you consent to this Agreement. Please take note that in this Agreement, you are agreeing that an Administrator may have the ability to access, disclose, restrict, or remove information in or from a Customer’s or End User's account. Administrators may also have the ability to monitor, restrict, or terminate access to an End User's account. An End User may not be able to disassociate his or her account from the organization, except from any future use. Historical references will remain for record keeping purposes.
What are Your Rights and Obligations as a SightPlan Customer?
Once your account is created and you accept these Terms, we grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license and right to use the Service subject to these Terms, for so long as you are not barred from receiving the Service under the laws applicable to you, until you close your account voluntarily or until an Administrator or SightPlan closes your account pursuant to these terms. In addition, we grant you a personal, worldwide, royalty-free, non-assignable, revocable, non-sublicensable, and non-exclusive license to use the SightPlan Software provided to you by or on behalf of SightPlan, for the sole purpose of enabling you to use the Service, subject to any applicable license terms provided with the SightPlan Software. The Services, and all copies of the Services, are owned by SightPlan or its third party licensors and are protected by various intellectual property laws, including, without limitation, copyright and trade secret laws. SightPlan reserves all rights not expressly granted to you herein.
Customer Administration of the Services
Customer may specify End User(s) as "Administrators" through the administrative console. Customer is responsible for: (i) maintaining the confidentiality of passwords and Administrator accounts; (ii) managing access to Administrator accounts; and (iii) ensuring that Administrator use of the Services complies with this Agreement. SightPlan's responsibilities do not extend to the internal management or administration of the Services for Customer.
Unauthorized Use & Access
Customer will prevent unauthorized use of the Services by its End Users and terminate any unauthorized use of the Services. The Services are not intended for use by End Users under the age of 16. Customer will ensure that it does not allow any person under 16 to use the Services. Customer will promptly notify SightPlan of any unauthorized use of, or access to, the Services.
Customer will not (i) sell, resell, lease, distribute, publicly perform or display, transmit, transfer, publish, edit, copy, create derivative works from, rent, or sub-license the Services or (ii) use the Services for activities where use or failure of the Services could lead to physical damage, death, or personal injury. Customer, not SightPlan, is responsible for any applicable vertical or industry-specific regulation compliance. Any commercial use not expressly authorized is prohibited. You agree not to misuse the SightPlan services. For example, you must not, and must not attempt to use the services to do the following things:
Text Messaging and Telephone Calls
Customer and End Users agree that SightPlan may contact you by telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with providing the Service, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchasing any property, goods or services. You also understand that you may opt out of receiving text messages from SightPlan or a Customer, in the case of an End User, at any time, by replying with the word “STOP” to any text message you have received or by changing your communications preferences in your Service profile.
Certain content is provided under license from third parties, and is subject to copyright and other intellectual property rights owned by or licensed to such third parties. You may be held liable for any unauthorized copying or disclosure of this content. Under no circumstances will SightPlan be liable for any inaccuracies, errors, or omissions in any content, any intellectual property infringement with regard to any content, or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, or otherwise displayed or transmitted through the Service.
Third Party Requests
"Third Party Request" means a request from a third party for records relating to an End User's use of the Services including information in or from an End User or Customer account. Third Party Requests may include valid search warrants, court orders, or subpoenas, or any other request for which there is written consent from End Users permitting a disclosure.
Customer is responsible for responding to Third Party Requests via its own access to information. Customer will seek to obtain information required to respond to Third Party Requests and will contact SightPlan only if it cannot obtain such information despite diligent efforts.
SightPlan will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third-Party Request, to: (A) promptly notify Customer of SightPlan's receipt of a Third Party Request; (B) comply with Customer's commercially reasonable requests regarding its efforts to oppose a Third Party Request; and (C) provide Customer with information or tools required for Customer to respond to the Third Party Request (if Customer is otherwise unable to obtain the information). If Customer fails to promptly respond to any Third-Party Request, then SightPlan may, but will not be obligated to do so.
What are the Details of the SightPlan Services?
Facilities and Data Transfer
SightPlan will use commercially reasonable efforts to ensure that all facilities used to store and process Customer Data meet commercially reasonable security standards. By using the Services, Customer consents to transfer, processing, and storage of Customer Data. "Customer Data" means any data and content stored or transmitted via the Services by Customer or End Users.
Modifications to the Services
SightPlan may update the Services from time to time. If SightPlan changes the Services in a manner that materially reduces their functionality, SightPlan will inform Customer, unless Customer has opted-out of communications of that type from SightPlan.
Limitations on Use of Services
SightPlan may impose reasonable limitations on bandwidth and application programming interface ("API") usage for the Services.
SightPlan shall provide basic support for Services to Customer at no additional charge, and use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for planned downtime. Customer will, at its own expense, provide first tier support to End Users or third parties relating to use of the Services. Customer will use reasonable efforts to resolve support issues before escalating them to SightPlan unless an additional SightPlan Premier Support Agreement is in place.
Suspension of End User Accounts by SightPlan
If an End User (i) violates these Terms; (ii) uses the Services in a manner resulting in excessive support requests; or (iii) uses the Services in a manner that SightPlan reasonably believes will cause it liability, then SightPlan may request that Customer suspend or terminate the applicable End User account. If Customer fails to promptly suspend or terminate the End User account, then SightPlan may do so.
Notwithstanding anything in these Terms, if there is a Security Emergency then SightPlan may automatically suspend use of the Services. SightPlan will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency. "Security Emergency" means: (i) use of the Services that do or could disrupt the Services, other customers' use of the Services, or the infrastructure used to provide the Services and (ii) unauthorized third party access to the Services.
How does SightPlan Address Intellectual Property Rights?
Retention of Rights
Customer retains ownership of all materials, information, photos or other content (the “Content”) contributed by Customer and associated End Users to the Service, but hereby grants and agrees to grant SightPlan, and all of its subsidiaries, affiliates, successors, and assigns, a non-exclusive, worldwide, royalty-free, perpetual, fully paid, and transferable right and license (with the right to sublicense), to use, copy, cache, publish, publicly display, distribute, modify, create derivative works, adapt, store, and otherwise use the content and to allow others to do so in order to provide the Services. SightPlan shall anonymize the Content when used for purposes other than to provide Services directly to the Customer.
SightPlan may need Customer permission to do things that Customer or End User request, for example, hosting Customer Data, or sharing them at Customer or End User's direction. This includes product features visible to Customer or End User, for example, image thumbnails or document previews. It also includes design choices made to technically administer the Services, for example, how the Service redundantly backs up data to keep it safe. Customer grants SightPlan the permissions SightPlan needs to do those things solely to provide the Services and for SightPlan to meet its obligations and exercise its rights under these Terms. This permission also extends to third parties SightPlan works with to provide the Services.
While we appreciate it when users send us feedback, we may, at our discretion and for any purpose, use, modify, and incorporate into our products and services, license and sublicense, any feedback, comments, or suggestions Customer or End Users send SightPlan or post in SightPlan's forums without any obligation, including but not limited to compensation and reimbursement, to Customer or End Users.
We're proud to have you as a customer. During the term of this Agreement, you hereby grant us a worldwide, non-exclusive, royalty-free, non-transferable license to use your trademarks, service marks, and logos for the purpose of identifying you as a customer to promote and market our Services. But if you prefer we not use your logo or name, just let us know, and we will respect that.
You understand that some SightPlan Service plans require the display of SightPlan branding and you agree to comply with this requirement.
Third Party Services
If Customer uses any third-party service with the SightPlan Services, (a) the service may access or use Customer's or End User's information; (b) SightPlan will not be responsible for any act or omission of the third party, including the third party's use of Customer's or End User's information; and (c) SightPlan does not warrant or support any service provided by the third party.
Digital Millennium Copyright Act Compliance
If you are a copyright owner or an agent thereof, and believe that any user submission or other SightPlan content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):
The designated Copyright Agent to receive notifications of claimed infringement is: SightPlan, Inc. email: email@example.com
THE SERVICES AND SITE CONTENT ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THESE TERMS, SIGHTPLAN MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NONINFRINGEMENT. SIGHTPLAN MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION IN OR FROM AN END USER OR CUSTOMER SERVICES ACCOUNT. SIGHTPLAN DOES NOT WARRANT THAT THE SERVICES WILL BE AVAILABLE, WILL MEET YOUR REQUIREMENTS OR WILL OPERATE IN AN UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. SIGHTPLAN IS NOT RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, APPROPRIATENESS, OR LEGALITY OF ANY INFORMATION IN OR FROM AN END USER OR CUSTOMER SERVICES ACCOUNT. SIGHTPLAN HAS NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE ANY INFORMATION IN OR FROM AN END USER OR CUSTOMER SERVICES ACCOUNT.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR CONDITIONS, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH EVENT, SIGHTPLAN’S WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.
How Does SightPlan Handle Fees & Payments?
Customer will pay, and authorizes SightPlan to charge using Customer's selected payment method, for all applicable fees. Fees are non-refundable except as required by law. Customer is responsible for providing complete and accurate billing and contact information to SightPlan. SightPlan may suspend or terminate the Services if fees are thirty (30) days past due.
If any charges are not received from Customer by the due date, then at SightPlan discretion, (a) such 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, from the date such payment was due until the date paid, and/or (b) SightPlan may condition future subscription renewals on shorter payment terms.
Auto Renewals and Trials
IF CUSTOMER'S ACCOUNT IS SET TO AUTO RENEWAL, OR IS IN A TRIAL PERIOD, SIGHTPLAN MAY AUTOMATICALLY CHARGE AT THE END OF THE TRIAL, OR FOR THE RENEWAL, UNLESS CUSTOMER NOTIFIES SIGHTPLAN THAT CUSTOMER WANTS TO CANCEL OR DISABLE AUTO RENEWAL. SightPlan may revise Service rates by providing Customer at least thirty (30) days’ notice prior to the next charge.
Customer is responsible for all taxes. SightPlan will charge tax when required to do so. If Customer is required by law to withhold any taxes, Customer must provide SightPlan with an official tax receipt or other appropriate documentation.
What's the Term of the Agreement and How is Termination Handled?
These Terms will remain in effect until Customer's subscription to the Services expires or terminates.
Termination for Breach
Either SightPlan or Customer may suspend performance or terminate this Agreement if: (i) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
Termination at Will
Customer may terminate this Agreement at any time by disabling Customer's Services account via the Services administrative console or via written notice. An early termination fee may be assessed for Agreements that are terminated prior to the date calculated by extending the Start Date or most recent Billing Date by the Renewal Term specified on the Order Form. The early termination fee shall be the greater of one month’s service or the prorated amount of the remaining Service term.
End User Termination
End Users may stop using the Services at any time.
Effects of Termination
If this Agreement terminates: (i) the rights granted by SightPlan to Customer will cease immediately (except as set forth in this section); (ii) the rights granted by SightPlan to End User will cease immediately; (iii) SightPlan may provide Customer access to its account at then-current rates so that Customer may export its information; and (iv) after a commercially reasonable period of time, SightPlan may delete any data relating to Customer's account. The following sections will survive expiration or termination of this Agreement: Administrator Control, Third Party Requests, Retention of Rights, Disclaimers, Fees & Payment, End User Termination, Effects of Termination, Indemnification, Limitation of Liability, Limitation on Amount of Liability and Miscellaneous.
Customer will indemnify, defend, and hold harmless SightPlan and its subsidiaries, affiliates, officers, agents, partners, and employees from and against all claims, demands, liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of or relating to a third-party claim regarding: (i) any violation of these Terms by Customer or End User; (ii) Content or any other content or material Customer or End User submits or otherwise transmits through our Services; (iii) the violation of any rights of another by Customer or End User; or (iv) the use of the Services by Customer or End User. SightPlan reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to defense by you.
What Liability Exists to the Parties?
Limitation on Indirect Liability
NEITHER SIGHTPLAN NOR CUSTOMER WILL BE LIABLE FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SERVICES.
Limitation on Amount of Liability
SIGHTPLAN'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE LESSER OF $100 OR THE AMOUNT PAID BY CUSTOMER TO SIGHTPLAN HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
ANY CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT OR RELATED TO SIGHTPLAN MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
SightPlan may revise this Agreement from time to time and the most current version will always be posted on the SightPlan website. If a revision, in SightPlan's sole discretion, is material, SightPlan will notify you (for example to the email address associated with the applicable Administrator account). Other revisions may be posted to SightPlan's blog and / or terms page, and you are responsible for checking such postings regularly. By continuing to access or use the Services, you agree to be bound by the revised Agreement. If Customer does not agree to the revised Agreement terms, Customer may cancel the Services. If the revision is material and Customer cancels before the effective date of the revision, SightPlan will refund a pro-rated amount of any fees Customer paid in advance for the Services for the unused portion of the term. If End User does not agree to the revised Agreement terms, End User must stop using the Services. Customer may grant approvals, permissions, extensions and consents by email or directly through the SightPlan Services.
THE AGREEMENT AND SERVICES WILL BE GOVERNED BY FLORIDA LAW EXCEPT FOR ITS CONFLICTS OF LEGAL PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES MUST BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF ORANGE COUNTY, FLORIDA, AND THE PARTIES CONSENT TO VENUE AND PERSONAL JURISDICTION THERE.
By using the Service, Customers and End Users agree that exclusive jurisdiction for any dispute, claim, or demand related in any way to the Service will be decided by binding arbitration. All disputes between Customer and/or End User and SightPlan of any kind or nature arising out of this Agreement will be submitted to the American Arbitration Association ("AAA") for binding arbitration under its rules and procedures applicable at that time, before one arbitrator to be mutually agreed upon by both parties. The parties agree to share equally in the arbitration costs incurred.
Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and remaining provisions of the Agreement will remain in full effect.
"Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer and End User Confidential Information shall include, but not be limited to, Customer Data; Our Confidential Information shall include the SightPlan Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Customer Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
Protection of Confidential Information
The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.
The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
Notices must be sent via first class, airmail, or overnight courier and are deemed given when received. Notices to you may also be sent to the applicable account email address, and are deemed given when sent. Notices to SightPlan must be sent to SightPlan, Inc., P.O. Box 4308, Orlando, FL 32802-4308, with a copy to the Legal Department.
A waiver of any default is not a waiver of any subsequent default.
Customer may not assign or transfer any part of this Agreement without the written consent of SightPlan. SightPlan may not assign this Agreement without providing notice to Customer, except SightPlan may assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.
SightPlan and Customer are not legal partners or agents, but are independent contractors.
Neither SightPlan nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the party's reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).
No Third-Party Beneficiaries
There are no third-party beneficiaries to this Agreement. Without limiting this section, a Customer's End Users are not third party beneficiaries to Customer's rights under this Agreement.
The export and re-export of data via the Services may be controlled by the United States Export Administration Regulations. The Services may not be used in any country that is subject to an embargo by the United States and Customer must ensure that Administrators and End Users do not use the Services in violation of any export restriction or embargo by the United States. In addition, Customer must ensure that the Services are not provided to persons on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.
Questions or concerns
SightPlan welcomes your feedback regarding this Agreement. If you have questions, comments or concerns, please contact us by email at firstname.lastname@example.org or postal mail at:
P.O. Box 4308
Orlando, FL 32802-4308