Terms of Service

Effective October 8, 2026

These Terms of Service (the "Terms") are a binding agreement between Planlyx ("Planlyx," "we," "us"), the operator of the Planlyx service, and the business that registers for or uses the Planlyx service (the "Customer," "firm," or "you"). Planlyx is a software-as-a-service platform for design professionals to manage sales, projects, drawing review, revision rounds, change orders, invoices, and related records, and — for firms that choose to connect a Stripe account — to let their clients pay their invoices online (the "Service").

By creating an account, clicking to accept, or using the Service, you agree to these Terms on behalf of the business you represent, and you confirm that you have authority to bind that business. If you do not agree, do not use the Service.

The Planlyx Data Processing Addendum (the "DPA") and the Planlyx Privacy Policy are incorporated into these Terms by reference. If these Terms conflict with the DPA on the subject of personal information processed on your behalf, the DPA controls.

1. Eligibility and scope

1.1 Business use only. The Service is offered to businesses and business users. You must be at least 18 years old and using the Service for business purposes. The Service is not offered to consumers acting in a personal capacity.

1.2 United States only. The Service is offered to firms located in the United States and is designed to process information about individuals located in the United States. The Service is not offered in, and is not designed to comply with the laws of, the European Union, the United Kingdom, or any other jurisdiction outside the United States. You represent that your firm is located in the United States, and you agree not to use the Service to collect or process the personal information of individuals located outside the United States, including by importing contact lists containing such individuals (see Section 8.3).

1.3 Your account and its users. Your account may include several categories of users: Owners and team members (your personnel), vendors (consultants you invite with limited access), and clients (your own customers, who access a client portal at your direction). You are responsible for all activity under your account by every user you invite or authorize, and for ensuring that each of them complies with these Terms. A team member or vendor gains access only after accepting their invitation. Clients you add to a project can reach the portal for that project once you invite them.

1.4 Who accepts these Terms. Your Owners and team members use the Service on your behalf, under your acceptance of these Terms. A vendor must accept these Terms to use the Service. A vendor accepts them for themselves and any business they represent, as they apply to a user of the Service — including Sections 4.2 and 4.3 for the content the vendor submits — and does not become a Customer by doing so: your subscription, your payment obligations, and control of your account remain yours alone. Your clients do not accept these Terms; they use the client portal at your invitation and under your responsibility (Section 6), and their content is not used under Section 4.2(b). A person who pays one of your invoices through a payment link (Section 6A) does not accept these Terms and does not become a user of the Service by doing so; they pay you, and Stripe processes their payment under its own terms.

2. The Service

2.1 What we provide. Subject to these Terms and payment of applicable fees, Planlyx grants you a non-exclusive, non-transferable right to access and use the Service during your subscription term for your internal business purposes.

2.2 Sign-in. Authentication is by emailed sign-in link. There are no passwords. You are responsible for maintaining control of the email accounts associated with your users; anyone who controls an authorized email address can access the corresponding account.

2.3 Changes to the Service. We may improve or modify the Service. We will not materially reduce the core functionality of your subscribed plan during a paid term without notice.

2.4 Support and availability. We provide the Service on a commercially reasonable efforts basis. We do not promise uninterrupted or error-free operation, and no service-level commitment applies unless separately agreed in writing.

3. Subscriptions, trials, and billing

3.1 Plans. The Service is offered on subscription plans priced by the number of active projects. Plans do not charge per user; your team members, vendors, and clients do not count toward your bill.

3.2 Trial. New accounts may begin with a 30-day trial. A valid payment method is required to start the trial. Unless you cancel before the trial ends, your subscription begins and your payment method is charged when the trial expires.

3.3 Billing and payment. Subscriptions are billed monthly in advance through our payment processor. Payment details are entered only on pages hosted by the payment processor; Planlyx does not receive or store card numbers. You authorize recurring charges until you cancel. Sections 3.2 to 3.8 concern the fees you pay Planlyx for the Service. Payments your clients make to you are covered by Section 6A.

3.4 Plan limits. If your account exceeds its plan's active-project allowance, the Service restricts actions that advance work while preserving your access to existing records, project history, and document export. You can restore full functionality by upgrading or reducing active projects.

3.5 Cancellation. You may cancel at any time through the payment processor's hosted billing pages. Cancellation stops future billing at the end of the current billing period. Cancellation does not delete your account or your data immediately, and nothing is removed while you can still restore the subscription; Section 12.5 sets out the stages that follow, and Section 12.3 and the DPA govern what happens to data after your subscription ends.

3.6 No refunds. Fees you pay Planlyx are non-refundable except where required by law. We do not currently prorate partial periods. This Section does not concern refunds you give your own clients, which are yours to decide (Section 6A.6).

3.7 Taxes. Fees are exclusive of taxes. You are responsible for any applicable sales, use, or similar taxes. If Planlyx is required to collect a tax, it will be added to your invoice.

3.8 Price changes. We may change plan prices with at least 30 days' notice. Changes take effect at your next billing period after the notice period.

4. Your content

4.1 Ownership. You own the content you and your users submit to the Service — drawings, files, messages, comments, contact records, proposals, invoices, and everything else your firm creates or uploads ("Customer Content"). Planlyx claims no ownership of Customer Content.

4.2 Our licenses to your content.

(a) To run the Service. You grant Planlyx a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, and display Customer Content solely as necessary to provide, secure, and support the Service and as otherwise permitted by the DPA.

(b) To improve our products and services, using de-identified data. You also grant Planlyx a non-exclusive, worldwide, royalty-free, perpetual license to de-identify Customer Content — files and typed content alike, including messages to Planlyx support and conversations with the in-app assistant — that your Owners and team members, or vendors who have accepted these Terms, have submitted or submit to the Service, and to use the resulting de-identified data to analyze, develop, train and improve Planlyx's products and services, including machine-learning models. A vendor grants the same license for the content they submit. This paragraph does not apply to payment records the Service receives from Stripe for your invoices under Section 6A — payment amounts, dates, statuses, payment method types and Stripe references — which are not submitted by your users.

(c) Opting out. An Owner of your account may opt out of paragraph (b) at any time, as described in the Privacy Policy.

4.3 Your responsibility for it. You are solely responsible for Customer Content, including its accuracy and legality, and for having the rights and permissions necessary to submit it — including any personal information about individuals contained in free-text fields, uploaded files, and imported records. That includes the rights needed to grant the license in Section 4.2(b); a vendor takes on the same responsibility for the content they submit.

5. The evidentiary record

A core feature of the Service is a permanent, tamper-resistant record of consequential project actions. You acknowledge and agree that:

5.1 Certain records are append-only by design. The project activity record and the message log cannot be edited or deleted through the Service. This design preserves the evidentiary value of the project history for both you and your clients.

5.2 Approval records are written once. When a client approves a proposal or change order, the approver's name, email address, and organization are captured as of the moment of approval and are not altered by later changes to contact records. Approval of a proposal additionally records the approver's IP address and browser identifier.

5.3 Archiving is not deletion. Archiving a record hides it from active views; the record persists and archiving is reversible.

5.4 Deletion. Because of the design described above, in-product deletion of records of legal significance is not available.

Where files are deleted — by you, or under Section 12.5(c) — deletion takes effect in the Service immediately. Copies already taken by our offsite backup cannot be removed early: those copies are held for at least 90 days (daily) or 365 days (monthly) under a retention lock the backup system itself cannot lift, and they are not automatically destroyed when that period ends. This is inherent to write-once backup storage and is described in the Privacy Policy's retention section and in DPA Section 9.3(b). Deleting content also does not reach de-identified data already created from it under Section 4.2(b), or models already trained with that data; the content itself is deleted as described here. Deletion of personal information is handled as described in the Privacy Policy and the DPA, including through de-identification where record structures are append-only.

6. The client portal and your clients

6.1 Responsibility for your clients. The client portal enables your clients to review drawings, comment, approve documents, pay invoices you have offered for online payment (Section 6A), and communicate with you. Your clients are your customers and not customers of Planlyx. You are responsible for your legal relationship with your clients, including your contracts with them, the notices you give them, and the lawfulness of the information about them that you put into the Service.

6.2 Client access. Clients access the portal by invitation from you and authenticate by emailed sign-in link. The portal displays your branding, with "Powered by Planlyx" attribution. A payment link in an invoice email works without signing in to the portal, including after a client's portal access has ended; Section 6A.5 describes it.

6.3 Approvals. Client approvals recorded through the Service are records of your transaction with your client. Planlyx is not a party to, and makes no representation about the legal effect or enforceability of, any proposal, change order, invoice, payment, or other document or transaction between you and your client.

6A. Client payments

6A.1 What this Section covers. If you connect a Stripe account to the Service, your clients can pay invoices you issue through the Service online, by card or by bank transfer from a U.S. bank account ("client payments"). This Section applies from the time an Owner of your account starts connecting a Stripe account and continues to apply to payments made while it was connected. Client payments are optional. Planlyx may offer the feature to some firms before others, and may decline to offer it to your firm.

6A.2 Stripe, and your Stripe account. Client payments are processed by Stripe. To use them, your firm opens a Stripe account in its own name through Stripe's own sign-up pages. By completing Stripe's sign-up, your firm enters into the Stripe Connected Account Agreement (https://stripe.com/legal/connect-account), which includes the Stripe Services Agreement (https://stripe.com/legal/ssa), directly with Stripe, as Stripe may modify them from time to time. Stripe processes information about your firm and your clients' payments as described in the Stripe Privacy Policy (https://stripe.com/privacy). As a condition of Planlyx enabling client payments through Stripe, you agree to provide Planlyx and Stripe accurate and complete information about your firm and its business, and you authorize Planlyx to share that information, and information about the transactions made through your Stripe account, with Stripe. Your firm — not Planlyx — is the seller in every client payment, and your client pays your firm. Stripe charges its own fees for processing, bank verification, failed bank payments, disputes and other services directly to your Stripe account under your agreement with Stripe (current prices: https://stripe.com/pricing). Decisions about your Stripe account — including verification, reviews, payment limits, holds, reserves, payout timing and account closure — are made by Stripe under your agreement with Stripe, and Planlyx does not control them.

6A.3 Planlyx's role. Planlyx provides the software that creates and tracks payment requests for your invoices. Planlyx is not a party to any payment between you and your client and does not act as a payment facilitator, aggregator or money transmitter. Under the Service as currently provided, your client's payment goes from your client to your Stripe account, and no part of it is paid to Planlyx; Planlyx does not receive, hold or transmit those funds. Planlyx does not resell Stripe's services.

6A.4 What Planlyx does on your Stripe account. You authorize Planlyx to take the following actions, and to access and use the following information, on your Stripe account, and to share the related information with Stripe:

Planlyx does not create refunds, transfers, payouts or charges on your Stripe account, other than the payment your client makes on a payment page Planlyx created; does not respond to disputes; does not change your payout schedule; and does not receive or store card numbers, bank account numbers or bank sign-in details. Where Stripe gives Planlyx control of a setting on your Stripe account — such as the speed at which bank-transfer payments settle — Planlyx leaves it at Stripe's standard setting. Planlyx does not limit your ability, under your agreement with Stripe, to end Planlyx's access to your Stripe account. If Planlyx needs to take any other action on your Stripe account, it will first update this Section.

6A.5 Payment links. When you offer an invoice for online payment, the invoice emails and reminders the Service sends for it, and the client portal, carry a link to a payment page for that invoice, and staff can copy one from the invoice in the Service. The link works without signing in, for anyone who holds it: it shows your firm's name and contact details, the invoice number, title, amount and due date, and the invoice's current payment status, and it lets that person pay the invoice. If the invoice email is forwarded, the person it is forwarded to can see that information and pay. You cannot limit who pays through a link. A link stops accepting payment when the invoice is paid, recalled or voided, when you turn online payment off for the invoice or your firm, when your Stripe account cannot accept payments, when your Planlyx account is suspended or your access has ended, or when the link expires. Links sent by email, or copied from the invoice in the Service, currently expire about 13 months after they are created, and each reminder carries a new one; links shown in the client portal currently expire after about 24 hours. Recalling an invoice replaces its links; sending it again issues a new one. The payment page states that your client is paying your firm, that your firm is the seller, and that Planlyx provides the invoicing software, does not receive the payment and is not responsible for the work being invoiced.

6A.6 Your responsibilities. As between you and Planlyx, you are responsible for:

You will promptly provide any information about your firm, your Stripe account or a payment that Stripe asks Planlyx to obtain from you. Planlyx does not advise you on these matters, and nothing in the Service is legal, tax or financial advice.

6A.7 Fees. Planlyx currently charges no fee on client payments. Any future fee would be described in these Terms and disclosed before it applies. Stripe's own fees are described in Section 6A.2.

6A.8 Payment records. The Service shows the status of client payments as Stripe reports them to Planlyx, and uses that status to mark invoices paid, pause reminders while a bank payment clears, and flag payments you should check. Those records can be delayed or incomplete — for example, if a notification from Stripe is delayed or not received. Your Stripe dashboard is the authoritative record of your client payments; where the Service and your Stripe dashboard differ, your Stripe dashboard governs. Section 17.1 applies to any loss arising from a payment record shown in the Service. Payment pages and customer records that Planlyx creates on your Stripe account, and the payments your clients make on them, are held in your Stripe account; they remain there after you disconnect, and apps and extensions you authorize on your Stripe account can see them. Under Stripe's current policy, while your Stripe account is connected to the Service, no other Stripe Connect platform can control it.

6A.9 Pausing, disconnecting, and our rights. An Owner can pause client payments at any time, and can ask Planlyx to disconnect your Stripe account from the Service: online payment stops at once, and Planlyx completes the disconnection, usually within one business day. Planlyx may refuse that request while a bank payment is clearing or a payment page is open. Disconnecting does not close your Stripe account: it keeps every payment made in it, and refunds and disputes on earlier payments continue in your Stripe dashboard. Planlyx may pause or turn off client payments for your firm, or for all firms, at any time — including where Stripe requires it, where we reasonably believe it is necessary to address a breach of these Terms or of your agreement with Stripe, a security or fraud risk, or unlawful activity, and under Section 12.2 — and may disconnect your Stripe account from the Service in those cases. Pausing or turning off client payments does not affect payments already made to you. Planlyx may tell Stripe about activity on your Stripe account that it reasonably believes is illegal, fraudulent or deceptive, and may share with Stripe information needed to investigate it.

6A.10 Accepting this Section. An Owner must accept this Section in the Service before connecting a Stripe account. Planlyx records the version of these Terms that was accepted, who accepted it, and when.

7. Public capture forms

7.1 The Service lets you publish an enquiry form and embed it on your own website. Submissions create records in your account.

7.2 Your notices. Where you embed the form on your own website or link to it, you are responsible for providing any privacy notice or consent mechanism required for your collection of enquiry information, including supplying your own privacy policy and terms URLs in the form settings. If you supply no URLs, the form displays no notice, and you accept responsibility for that choice.

7.3 Abuse prevention. Public forms are protected by rate limiting and automated-submission checks. Submitted content — including submissions rejected by these checks — is retained for security and abuse-prevention purposes as described in the Privacy Policy.

8. Email sending rules

This section applies to all email sent through the Service and is a material condition of your use of it.

8.1 Message classification. Every message sent through the Service is classified as transactional (project business with people you have an existing relationship with — invoices, approval requests, portal notifications, project correspondence) or commercial (solicitation of people you do not yet have a business relationship with, including outreach to prospects).

8.2 You are the sender. For every message sent through the Service, you — not Planlyx — are the sender and initiator for purposes of the CAN-SPAM Act and every other law governing commercial communications. You are solely responsible for the content of your messages and for your compliance with those laws.

8.3 Imported contact lists. If you import contact records into the Service, you represent and warrant, for each list and each contact, that:

8.4 Commercial sending requirements. Automated outreach sequences will not operate unless you have (a) verified a sending domain that you control and (b) provided a valid physical postal address, which will appear in your commercial messages as required by law. You must not remove, obscure, or interfere with unsubscribe links, suppression, or the postal address in commercial messages, and you must not attempt to disguise commercial messages as transactional ones.

8.5 Suppression is binding. When a recipient unsubscribes, bounces, or marks your message as spam, the Service suppresses further commercial email from your firm to that recipient. You must not attempt to circumvent suppression, re-import suppressed contacts, or contact suppressed individuals through the Service.

8.6 Sending limits and enforcement. The Service applies per-firm daily sending limits to email sent on your behalf, including automated outreach sequences. Planlyx may throttle, suspend, or permanently disable your email sending — and, for serious or repeated violations, suspend your account under Section 12.2 — if your sending generates excessive bounces or complaints, violates this Section, threatens the deliverability or reputation of the Service's email infrastructure, or violates the acceptable-use terms of our email infrastructure providers.

9. Acceptable use

You will not, and will not permit any user to:

10. Privacy and data protection

10.1 Our collection and use of personal information is described in the Privacy Policy. Personal information that the Service processes on your behalf — information about your clients, vendors, prospects, enquiry submitters, and correspondents — is governed by the DPA, under which you are the business responsible for that information and Planlyx acts as your service provider.

10.2 Your legal bases. You are responsible for having a lawful basis for every category of personal information you put into the Service and for providing any notices to individuals that the law requires of you.

10.3 Requests from individuals. If an individual whose information you control contacts Planlyx directly to exercise a privacy right, we will forward the request to you as described in the DPA.

11. Third-party services

11.1 Service providers. The Service is built on third-party infrastructure (hosting, database, email transmission, billing, abuse prevention) identified in the Privacy Policy and the DPA's subprocessor list.

11.2 Address suggestions. Address fields in the Service and on public enquiry forms use Google Maps Platform to suggest and check addresses. By using an address field you agree to the Google Maps/Google Earth Additional Terms of Service (https://www.google.com/help/terms_maps/), and Google's handling of the address text is governed by the Google Privacy Policy (https://policies.google.com/privacy). Suggestions are advice only: what you type is what is saved.

11.3 Payment pages. The pages on which you pay for your Planlyx subscription are hosted by our payment processor and are governed by its terms and privacy policy. The pages on which your clients pay your invoices are hosted by Stripe for your own Stripe account and are governed by Section 6A and your agreement with Stripe.

12. Term, suspension, and termination

12.1 Term. These Terms apply from your first use of the Service and continue while you maintain an account.

12.2 Suspension. Planlyx may suspend your account, in whole or in part, where we reasonably believe it is necessary to address (a) a material breach of these Terms, including Sections 8 and 9; (b) a security risk to the Service or other customers; (c) unlawful activity; or (d) non-payment. During suspension, no user of your firm — including your clients — can access the account, and client payments are unavailable: payment links show only your firm's name and contact details and that the link is no longer available. We will use reasonable efforts to notify you and to limit suspension to what the circumstances require. Suspension does not delete your data, which is preserved during any suspension.

12.3 Termination and its effect. Either party may terminate for material breach if the breach is not cured within 30 days of written notice. Planlyx may also terminate with at least 60 days' notice if we discontinue the Service. Upon termination or expiration of your subscription: (a) your right to use work-advancing features ends — collecting on invoices you have already issued, including through client payments, is not a work-advancing feature; (b) your records, project history, and document export remain available to you for the period and to the people described in Section 12.5, unless your account is terminated for breach; and (c) you may request deletion of your data as provided in the DPA, which Planlyx will honor within the timeframe stated there.

12.4 Survival. Sections that by their nature should survive — including 4.3, 5, 6A.6, 6A.8, 8.2, 8.3, and 13 through 18 — survive termination. Termination does not reach de-identified data already created under Section 4.2(b), or models already trained with it, and Section 4.2(b) continues to apply to them.

12.5 Lapsed subscriptions: grace, restricted access, and retention. This Section applies when a payment fails, a trial ends without converting, or you cancel. It does not apply to suspension under Section 12.2, which is a separate remedy.

(a) Grace period and cancellation hold. For 14 days after a payment fails or a trial ends without converting, the Service continues without restriction for every user of your firm, including your clients. When a cancellation takes effect (Section 3.5), a shorter 7-day hold applies instead. During the hold every user of your firm, including your clients, keeps the access they had, so that your clients can be notified that their portal is closing and can download their materials; but because the subscription has ended, no new work can be started — for example, new projects cannot be created and project files cannot be uploaded. Client payments (Section 6A) can be set up for the first time during the 14-day grace period, but not during the 7-day hold; a firm whose client payments were already set up keeps receiving them throughout. We will notify the account Owner. In the last week of the grace period or the hold, your clients and consultants may be emailed that their access is closing on a stated date, and your clients may also see a notice in their portal; neither notice states the reason.

(b) Restricted access — the Owner alone. When the grace period or the hold ends, access to the account is available only to the account Owner. Your team members, your consultants and your clients can no longer sign in to it, and client portals close. The Owner may continue to read every project, to export project records, and to issue invoices and send reminders on them; the Owner cannot create new projects, upload project files, or have the Service send other messages on the firm's behalf. If client payments were set up before restricted access began, your clients can continue to pay invoices you have issued using the payment link in the invoice email or reminder, although their portals are closed, and the Owner can pause or disconnect client payments. Client payments cannot be set up for the first time during restricted access. Restoring a paid subscription at any time during this period restores all access as it existed before the restriction; no data is removed during this period.

(c) Retention window, and deletion of files. Restricted access continues until the end of a retention window of 90 days for an account that has held a paid subscription, or 30 days for a trial that never converted. The window is measured from the start of restricted access or, where you cancel, from when the cancellation takes effect, so the 7-day hold counts toward it. We will notify the account Owner when restricted access begins and again approximately 30, 14 and 5 days before the end of the window. At the end of the window, access ends and files you have stored in the Service — drawings, project files and attachments — are deleted. When access ends, payment links stop working. You should export any records you require before that date; project records may be exported as PDF documents at any time before it. Section 5.4 describes what deletion does not reach: backup copies, de-identified data already created under Section 4.2(b), and models already trained with it.

(d) Records that are not files. Your activity records, approvals and message history are append-only by design (Section 5). Deletion under paragraph (c) removes stored files; it does not rewrite those records, and the DPA governs any request to delete or de-identify personal information within them.

(e) Notice before this Section operates. The retention window in paragraph (c) does not operate until at least 30 days after the version of these Terms introducing it is published, and no file is deleted under it before then.

13. Intellectual property

13.1 Planlyx and its licensors own the Service, including its software, design, and documentation. No rights are granted except as expressly stated in these Terms. "Planlyx" and associated logos are trademarks of Planlyx.

13.2 Feedback. If you send us ideas or suggestions about the Service, we may use them without restriction or obligation to you.

14. Confidentiality

Each party will protect the other's non-public information disclosed in connection with the Service with at least reasonable care, use it only for purposes of the relationship, and not disclose it except to personnel and advisors who need it and are bound to confidentiality, or as required by law (with notice where lawful). Customer Content is your confidential information. Creating, using and sharing de-identified data as Section 4.2 permits does not breach this Section. This obligation lasts three years after termination, except for trade secrets, which are protected as long as they remain trade secrets.

15. Warranties and disclaimers

15.1 Mutual. Each party warrants that it has the authority to enter into these Terms.

15.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." PLANLYX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PLANLYX DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY RECORD, DOCUMENT, OR APPROVAL GENERATED THROUGH THE SERVICE WILL HAVE ANY PARTICULAR LEGAL EFFECT OR EVIDENTIARY WEIGHT IN ANY PROCEEDING, OR THAT ANY PAYMENT STATUS SHOWN IN THE SERVICE IS COMPLETE OR CURRENT. THE SERVICE IS A RECORD-KEEPING AND WORKFLOW TOOL, NOT LEGAL ADVICE.

16. Indemnification

16.1 By you. You will defend and indemnify Planlyx against third-party claims, and resulting damages, penalties, and reasonable costs, arising from (a) Customer Content; (b) your email sending through the Service, including any violation of the CAN-SPAM Act or other communications laws and any breach of Section 8.3; (c) your relationship with your clients, vendors, or prospects; (d) your client payments and your Stripe account, including refunds, disputes, chargebacks, reversals, and any fine or assessment by a card network, bank or government authority, your disclosure and consent obligations as the seller, and your use of your Stripe account outside the Service; or (e) your violation of law, of these Terms, or of your agreement with Stripe.

16.1A Amounts Stripe recovers from Planlyx. If Stripe recovers from Planlyx, or from any account of Planlyx or of a person Stripe treats as associated with Planlyx, any amount that arises from activity on your Stripe account — including any amount Stripe sets off, withholds or holds in reserve — you will reimburse Planlyx that amount on request, except to the extent it arose from Planlyx's own breach of these Terms.

16.2 By us. Planlyx will defend and indemnify you against third-party claims that the Service, as provided by us and used as permitted, infringes a U.S. patent, copyright, or trademark, or misappropriates a trade secret — excluding claims arising from Customer Content, combination with things we did not supply, or use in violation of these Terms. If the Service is subject to such a claim, we may modify it, procure rights for you, or terminate the affected portion with a refund of prepaid unused fees.

16.3 Procedure. The indemnified party must give prompt notice, allow the indemnifying party to control the defense, and reasonably cooperate. The indemnifying party may not settle in a way that imposes obligations on the indemnified party without its consent.

17. Limitation of liability

17.1 Cap. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES YOU PAID TO PLANLYX IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

17.2 Excluded damages. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY.

17.3 Exceptions. The cap and exclusions do not apply to your payment obligations, your indemnification and reimbursement obligations under Sections 16.1 and 16.1A, either party's breach of Section 14, or a party's fraud or willful misconduct. Some laws do not allow certain limitations; in those cases, the limitations apply to the fullest extent permitted.

18. Dispute resolution; governing law

18.1 Governing law. These Terms are governed by the laws of the State of Delaware, without regard to conflicts-of-law rules.

18.2 Informal resolution first. Before filing any claim, the complaining party will send a written description of the dispute to the other party (for Planlyx: legal@planlyx.com) and the parties will attempt in good faith to resolve it for 30 days.

18.3 Binding arbitration. Any dispute not resolved informally will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, by a single arbitrator, conducted in English. The arbitration may be conducted by videoconference or, if in person, at a mutually agreed location. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive relief in court for infringement or misuse of intellectual property or breach of Section 14.

18.4 Class action waiver. ALL DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. NEITHER PARTY WILL PARTICIPATE IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If this waiver is found unenforceable as to a particular claim, that claim — and only that claim — will proceed in court.

18.5 Opt-out. You may opt out of Sections 18.3 and 18.4 by emailing legal@planlyx.com within 30 days of first accepting these Terms, stating your firm name and your intent to opt out.

19. Changes to these Terms

We may update these Terms by posting an updated version with a new effective date. An update takes effect when it is posted, and your continued use of the Service after that constitutes acceptance. If you do not agree to an update, your remedy is to stop using the Service and cancel under Section 3.5.

20. General

20.1 Notices. Notices to Planlyx: legal@planlyx.com. Notices to you: the email address of your account Owner(s). Email notice is effective when sent.

20.2 Assignment. You may not assign these Terms without our consent, except to a successor in a merger or sale of substantially all assets, with notice. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

20.3 Entire agreement; order of precedence. These Terms, the DPA, and the Privacy Policy are the entire agreement about the Service and supersede prior discussions. For personal information processed on your behalf, the DPA controls over these Terms.

20.4 Severability; waiver. If a provision is unenforceable, the rest remain in effect. Failure to enforce a provision is not a waiver.

20.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.

20.6 Independent contractors. The parties are independent contractors. These Terms create no partnership, agency, or employment relationship.

Questions: legal@planlyx.com

Questions about this document: legal@planlyx.com