Last updated: February 7, 2026
These Terms of Service ("Terms") constitute a legally binding agreement between the entity or organization you represent ("Customer," "you," or "your") and LowerPlane, Inc. ("LowerPlane," "we," "us," or "our") governing your access to and use of the LowerPlane compliance automation platform and all related services, applications, and tools (collectively, the "Service").
By clicking "I Agree," executing an Order Form that references these Terms, or otherwise accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and references to "you" or "Customer" shall refer to that organization.
If you do not agree to these Terms, you may not access or use the Service. These Terms apply to all Authorized Users who access the Service under your account.
The following capitalized terms have the meanings set forth below when used in these Terms:
LowerPlane provides a comprehensive compliance automation platform designed to help organizations achieve and maintain compliance with multiple regulatory frameworks. The Service includes the following capabilities:
The Service supports compliance management across ISO 27001, SOC 2, HIPAA, GDPR, and PCI-DSS frameworks. The platform maps and manages over 400 controls across these frameworks, leveraging 80-90% control overlap to reduce duplicative effort and accelerate compliance readiness.
The Service integrates with over 375 security tools and cloud providers, including AWS, Azure, GCP, Okta, GitHub, Snyk, and others, to automatically collect and categorize compliance evidence. Evidence is mapped to applicable controls across all active frameworks.
The Service provides customizable policy templates covering over 15 policy categories with multi-framework support. Customers can generate, customize, version, and manage compliance policies with framework-specific appendices in PDF and DOCX formats.
The Service provides real-time compliance scoring, gap analysis, and continuous monitoring of control implementation status across all active frameworks. Dashboards display readiness metrics, risk assessments, and prioritized remediation roadmaps.
The Service facilitates audit preparation through automated evidence packaging, questionnaire management with AI-assisted pre-fill capabilities, auditor access provisioning, and comprehensive audit trail maintenance.
The Service includes specialized features for each supported framework, including GDPR Records of Processing Activities (ROPA), Data Protection Impact Assessments (DPIA), and Data Subject Request management; HIPAA Business Associate Agreement tracking and security incident management; and PCI-DSS Cardholder Data Environment asset management and security assessment coordination.
LowerPlane reserves the right to modify, update, or enhance the Service at any time. We will use commercially reasonable efforts to notify Customer of material changes that adversely affect the functionality of the Service. No modification will materially diminish the core functionality of the Service during an active Subscription Term without Customer's consent.
To use the Service, Customer must create an organization account and designate at least one account administrator. Customer agrees to provide accurate, current, and complete registration information and to keep such information updated throughout the Subscription Term.
Customer's designated administrator(s) are responsible for managing Authorized User accounts, assigning roles and permissions, configuring security settings, and ensuring that the number of Authorized Users does not exceed the limits specified in the applicable Order Form. Customer is responsible for all activities that occur under its account and the accounts of its Authorized Users.
Customer shall ensure that all Authorized Users maintain strong, unique passwords and enable multi-factor authentication (MFA) where available. Customer must immediately notify LowerPlane at security@lowerplane.com of any unauthorized access to or use of its account, any known or suspected security breach, or any loss or theft of credentials. LowerPlane reserves the right to require MFA for all Authorized Users and to suspend access to any account that LowerPlane reasonably believes has been compromised.
Customer is responsible for implementing appropriate role-based access controls within its organization account and for ensuring that Authorized Users access only the data and functionality necessary for their roles. Customer shall promptly revoke access for any individual who is no longer an Authorized User.
The Service is offered under various subscription plans as described on our pricing page and in the applicable Order Form. Each plan specifies the included features, number of Authorized Users, supported frameworks, integration limits, and storage capacity. The specific plan, pricing, and any custom terms applicable to Customer are set forth in the Order Form.
Customer shall pay all fees specified in the applicable Order Form. All subscriptions are billed annually in advance for the full Subscription Term. All fees are quoted and payable in United States Dollars (USD) unless otherwise specified in the Order Form. All fees are non-refundable under any circumstances, including but not limited to early termination, downgrade, cancellation, or dissatisfaction with the Service.
Unless otherwise agreed in the Order Form, payment is due within thirty (30) days of the invoice date. Customer authorizes LowerPlane to charge the payment method on file for all recurring subscription fees. For enterprise customers with invoiced billing, payment terms are as specified in the applicable Order Form.
All fees are exclusive of applicable taxes, levies, duties, and similar governmental assessments, including sales, use, value-added, and withholding taxes (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases, excluding taxes based on LowerPlane's net income. If LowerPlane is required to collect or pay Taxes, such amounts will be invoiced to Customer and paid by Customer unless Customer provides a valid tax exemption certificate.
Any amounts not paid when due will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. If Customer's account is more than thirty (30) days past due, LowerPlane reserves the right to suspend access to the Service upon ten (10) days' written notice until all outstanding amounts are paid in full. Customer shall reimburse LowerPlane for all reasonable costs of collection, including attorneys' fees.
If Customer disputes any invoice or charge in good faith, Customer must notify LowerPlane in writing within fifteen (15) days of the invoice date, providing reasonable detail regarding the nature of the dispute. Customer shall pay all undisputed amounts by the applicable due date. The parties will work in good faith to resolve any disputed amounts within thirty (30) days.
If Customer exceeds the usage limits specified in the Order Form, including Authorized User counts, integration limits, or storage capacity, LowerPlane will notify Customer and may invoice Customer for the overage at the then-current rates. Continued use of the Service beyond the specified limits constitutes acceptance of the applicable overage charges.
LowerPlane may modify subscription fees upon at least thirty (30) days' written notice prior to the start of any renewal Subscription Term. Fee changes will not apply during an active Subscription Term unless mutually agreed in writing. If Customer does not agree to the revised fees, Customer may elect not to renew by providing notice before the renewal date.
Subject to Customer's compliance with these Terms and payment of all applicable fees, LowerPlane grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to access and use the Service solely for Customer's internal business purposes in accordance with the Documentation and the applicable Order Form. This license extends to Customer's Authorized Users, subject to the user limits specified in the Order Form.
Customer shall not, and shall not permit any Authorized User or third party to:
Except for the limited license expressly granted in Section 6.1, LowerPlane and its licensors retain all right, title, and interest in and to the Service, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth in these Terms.
As between the parties, Customer retains all right, title, and interest in and to all Customer Data. Nothing in these Terms transfers or assigns any ownership rights in Customer Data to LowerPlane. Customer grants LowerPlane a limited, non-exclusive, worldwide license to access, use, process, store, transmit, and display Customer Data solely to the extent necessary to provide, maintain, and improve the Service in accordance with these Terms and the applicable Data Processing Agreement.
Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. Customer represents and warrants that it has all necessary rights, consents, and permissions to provide Customer Data to LowerPlane and to authorize the processing described in these Terms. Customer shall not upload, transmit, or store any Customer Data that violates applicable law or third-party rights.
LowerPlane and its licensors own and retain all right, title, and interest in and to the Service, the Documentation, all underlying technology, software, algorithms, models, frameworks, compliance templates, control mappings, user interfaces, and all improvements, modifications, and derivative works thereof, together with all related intellectual property rights (including patents, copyrights, trademarks, trade secrets, and know-how). Customer acknowledges that the Service contains proprietary and confidential information protected by applicable intellectual property and other laws.
LowerPlane may collect and use aggregated, anonymized, or de-identified data derived from Customer's use of the Service ("Aggregated Data") for purposes of improving the Service, developing new features, generating industry benchmarks, and performing analytics, provided that such Aggregated Data does not identify Customer, any Authorized User, or any individual. LowerPlane owns all right, title, and interest in Aggregated Data.
If Customer or any Authorized User provides Feedback to LowerPlane, Customer hereby grants LowerPlane a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit such Feedback for any purpose without obligation, attribution, or compensation to Customer. Nothing in these Terms obligates LowerPlane to implement any Feedback.
Each party agrees that it will: (a) protect the Confidential Information of the other party using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use the other party's Confidential Information solely for purposes of performing its obligations or exercising its rights under these Terms; and (c) not disclose the other party's Confidential Information to any third party except to its employees, contractors, advisors, and agents who have a legitimate need to know and who are bound by obligations of confidentiality at least as protective as those set forth herein.
Confidential Information does not include information that the Receiving Party can demonstrate:
If the Receiving Party is compelled by law, regulation, court order, or governmental authority to disclose Confidential Information of the Disclosing Party, the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall disclose only the minimum amount of Confidential Information required to comply with such legal obligation and shall use commercially reasonable efforts to obtain confidential treatment for any such disclosure.
The confidentiality obligations set forth in this Section 8 shall survive termination or expiration of these Terms for a period of three (3) years, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law.
To the extent that LowerPlane processes personal data on behalf of Customer, the parties shall enter into a Data Processing Agreement ("DPA"), which is incorporated into these Terms by reference. The DPA governs the processing of personal data in accordance with applicable data protection laws, including the EU General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and other applicable privacy legislation. In the event of a conflict between these Terms and the DPA with respect to data processing matters, the DPA shall prevail.
LowerPlane implements and maintains comprehensive administrative, technical, and physical security measures designed to protect Customer Data against unauthorized access, destruction, loss, alteration, or disclosure, including:
LowerPlane maintains SOC 2 Type II certification for its platform and infrastructure. Copies of LowerPlane's most recent audit reports and security certifications are available to Customer upon written request under the terms of an applicable non-disclosure agreement. LowerPlane will use commercially reasonable efforts to maintain its compliance certifications throughout the Subscription Term.
In the event LowerPlane becomes aware of an unauthorized access to or disclosure of Customer Data (a "Security Breach"), LowerPlane shall: (a) notify Customer without undue delay and in no event later than seventy-two (72) hours after becoming aware of the Security Breach; (b) promptly investigate the Security Breach and take reasonable steps to mitigate its effects; (c) provide Customer with sufficient information to enable Customer to fulfill any obligations to notify regulatory authorities and affected individuals; and (d) cooperate with Customer in connection with any investigation or remediation of the Security Breach.
Customer Data is stored in the United States unless otherwise specified in the Order Form. LowerPlane will not transfer Customer Data to a different geographic region without Customer's prior written consent, except as necessary to provide the Service or as required by applicable law.
LowerPlane shall use commercially reasonable efforts to maintain the Service with a monthly uptime percentage of at least 99.9% ("Uptime Target"), measured as the total number of minutes in a calendar month minus the number of minutes of Downtime, divided by the total number of minutes in that calendar month. "Downtime" means any period during which the Service is materially unavailable to Customer, as verified by LowerPlane's monitoring systems.
The Uptime Target does not apply to service unavailability caused by:
If LowerPlane fails to meet the Uptime Target in any calendar month, Customer may request service credits by submitting a written request within thirty (30) days of the end of the affected month. Service credits are calculated as follows: for each full one-tenth of one percent (0.1%) below the 99.9% Uptime Target, Customer will receive a credit equal to three percent (3%) of the monthly subscription fee for the affected month, up to a maximum of thirty percent (30%) of the monthly subscription fee. Service credits are Customer's sole and exclusive remedy for LowerPlane's failure to meet the Uptime Target and may be applied against future invoices but are not redeemable for cash.
LowerPlane provides technical support to Customer in accordance with the support tier specified in the applicable Order Form. Support channels, response times, and availability hours are described in the Documentation and may vary by subscription plan.
The Service enables Customer to connect with and collect data from third-party applications, platforms, and services ("Third-Party Services"), including cloud providers (AWS, Azure, GCP), identity providers (Okta, Google Workspace), security tools (Snyk, Wiz), and others. Customer's use of Third-Party Services is governed by the applicable terms and conditions of those Third-Party Services, and Customer is solely responsible for compliance with such terms.
By enabling an integration with a Third-Party Service, Customer authorizes LowerPlane to access and retrieve data from such Third-Party Service on Customer's behalf. Customer represents and warrants that it has the necessary rights and authorizations to grant such access and that the integration complies with the Third-Party Service's applicable terms and policies.
LowerPlane does not control and is not responsible for the availability, accuracy, security, or performance of any Third-Party Services. LowerPlane makes no warranties or representations regarding Third-Party Services and shall not be liable for any loss or damage arising from Customer's use of or reliance on any Third-Party Service. Changes to Third-Party Service APIs, terms, or availability may affect the functionality of integrations, and LowerPlane shall not be liable for any resulting service disruption.
Customer may access the Service through LowerPlane's published APIs, subject to the Documentation, applicable rate limits, and any additional API terms. LowerPlane reserves the right to modify, deprecate, or discontinue APIs with reasonable notice. Customer shall not use the APIs in a manner that places excessive load on the Service or circumvents usage limits.
Customer and its Authorized Users shall use the Service only for lawful purposes related to compliance management, audit preparation, policy management, evidence collection, and related internal business operations. Customer agrees to:
Customer shall not, and shall not permit any Authorized User or third party to, use the Service to:
LowerPlane reserves the right to investigate any suspected violation of this Acceptable Use Policy and to take appropriate action, including suspending or terminating Customer's access to the Service, removing content, and reporting violations to law enforcement authorities. LowerPlane will use reasonable efforts to notify Customer prior to taking enforcement action, except where immediate action is necessary to prevent harm to the Service or other users.
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LOWERPLANE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
WITHOUT LIMITING THE FOREGOING, LOWERPLANE MAKES NO WARRANTY OR REPRESENTATION THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE RESULTS OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE, RELIABLE, OR COMPLETE; (C) THE SERVICE WILL MEET CUSTOMER'S SPECIFIC REQUIREMENTS OR EXPECTATIONS; OR (D) ANY DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED.
LOWERPLANE DOES NOT GUARANTEE THAT USE OF THE SERVICE WILL RESULT IN COMPLIANCE WITH ANY SPECIFIC REGULATORY FRAMEWORK, SUCCESSFUL CERTIFICATION, OR FAVORABLE AUDIT OUTCOMES. THE SERVICE IS A TOOL TO ASSIST WITH COMPLIANCE MANAGEMENT, AND CUSTOMER REMAINS SOLELY RESPONSIBLE FOR ITS OWN COMPLIANCE OBLIGATIONS. CUSTOMER ACKNOWLEDGES THAT COMPLIANCE DETERMINATIONS REQUIRE PROFESSIONAL JUDGMENT AND THAT THE SERVICE DOES NOT CONSTITUTE LEGAL, REGULATORY, OR PROFESSIONAL ADVICE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, GOODWILL, DATA, OR USE, WHETHER ARISING FROM CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT AS PROVIDED IN SECTION 14.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER TO LOWERPLANE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM. FOR SUBSCRIPTIONS WITH A TERM OF LESS THAN TWELVE (12) MONTHS, THE CAP SHALL BE THE TOTAL FEES PAID OR PAYABLE FOR THE THEN-CURRENT SUBSCRIPTION TERM.
The limitations set forth in Sections 14.1 and 14.2 shall not apply to:
For matters excluded under this Section 14.3, each party's total aggregate liability shall not exceed two (2) times the total amount of fees paid or payable by Customer during the twelve (12) month period immediately preceding the first event giving rise to the claim.
The limitations of liability set forth in this Section 14 reflect the allocation of risk between the parties and are an essential element of the basis of the bargain between them. The fees charged by LowerPlane reflect this allocation of risk, and LowerPlane would not enter into these Terms without these limitations.
LowerPlane shall defend Customer against any third-party claim alleging that Customer's authorized use of the Service infringes or misappropriates such third party's intellectual property rights (an "IP Claim"), and shall indemnify Customer against any damages, costs, and attorneys' fees finally awarded against Customer by a court of competent jurisdiction or agreed to in a settlement approved by LowerPlane, provided that Customer: (a) promptly notifies LowerPlane in writing of the IP Claim; (b) grants LowerPlane sole control of the defense and settlement of the IP Claim; and (c) provides reasonable cooperation at LowerPlane's expense. If the Service becomes, or in LowerPlane's reasonable opinion is likely to become, the subject of an IP Claim, LowerPlane may, at its option and expense: (i) procure for Customer the right to continue using the Service; (ii) replace or modify the Service to make it non-infringing without materially diminishing its functionality; or (iii) if neither (i) nor (ii) is commercially practicable, terminate the affected subscription.
LowerPlane shall have no obligation under Section 15.1 to the extent an IP Claim arises from:
Customer shall defend, indemnify, and hold harmless LowerPlane and its officers, directors, employees, agents, and affiliates from and against any third-party claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) Customer Data, including any allegation that Customer Data infringes or violates any third-party rights; (b) Customer's breach of these Terms, including the Acceptable Use Policy; (c) Customer's violation of applicable law; or (d) Customer's use of the Service in a manner not authorized by these Terms or the Documentation.
This Section 15 states the indemnifying party's sole liability and the indemnified party's exclusive remedy for any third-party claims described in this Section.
These Terms commence on the Effective Date and continue until all subscriptions hereunder have expired or been terminated. Each Subscription Term is as specified in the applicable Order Form.
Unless otherwise specified in the Order Form, each Subscription Term will automatically renew for successive periods equal to the initial Subscription Term (or one year, whichever is shorter) unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term. Renewal pricing is subject to LowerPlane's then-current rates, provided that LowerPlane gives Customer at least thirty (30) days' notice of any fee increase.
Either party may terminate these Terms (or any Order Form) by written notice if: (a) the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice of the breach (or ten (10) days in the case of non-payment); or (b) the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
Customer may terminate for convenience at the end of any Subscription Term by providing written notice of non-renewal at least thirty (30) days prior to the renewal date. Early termination of a subscription does not entitle Customer to a refund of prepaid fees for the remainder of the then-current Subscription Term. All fees are non-refundable regardless of the reason for termination.
Upon termination or expiration of these Terms:
The following Sections shall survive any termination or expiration of these Terms: Sections 2 (Definitions), 7 (Customer Data and Intellectual Property), 8 (Confidentiality), 13 (Disclaimer of Warranties), 14 (Limitation of Liability), 15 (Indemnification), 17 (Data Export and Deletion), 20 (General Provisions), and 21 (Governing Law and Dispute Resolution).
Upon termination or expiration of these Terms, Customer will have a period of ninety (90) days ("Export Period") from the effective date of termination to export Customer Data from the Service using the platform's built-in export functionality. During the Export Period, LowerPlane will maintain Customer Data in a read-only state and provide Customer with reasonable access solely for the purpose of exporting Customer Data. Customer Data will be made available for export in standard, machine-readable formats (including CSV, JSON, and PDF).
Upon Customer's written request during the Export Period, LowerPlane will provide a complete copy of Customer Data in a commonly used electronic format. LowerPlane may charge a reasonable fee for data return requests that require significant manual effort beyond standard export functionality.
Following the expiration of the Export Period, LowerPlane will permanently delete all Customer Data from its systems and active storage within thirty (30) days, except as required by applicable law or regulation. Residual copies of Customer Data may remain in backup systems for a limited period consistent with LowerPlane's standard backup retention schedule but will be overwritten in the ordinary course and will not be actively processed.
Upon Customer's written request, LowerPlane will provide a written certification confirming that all Customer Data has been deleted from LowerPlane's systems in accordance with this Section 17, except for any data retained as required by applicable law or in backup systems as described above.
LowerPlane reserves the right to modify these Terms at any time. For non-material changes, the updated Terms will be posted on our website with a revised "Last updated" date, and such changes will be effective upon posting.
For material changes to these Terms, LowerPlane will provide Customer with at least thirty (30) days' prior written notice via email to the account administrator's registered email address and through a prominent notice within the Service. Material changes include modifications to pricing terms, liability provisions, data handling practices, license scope, or any other changes that materially and adversely affect Customer's rights or obligations.
Customer's continued use of the Service after the effective date of any modification constitutes acceptance of the modified Terms. If Customer does not agree to the modified Terms, Customer must notify LowerPlane in writing before the effective date and may terminate the subscription in accordance with Section 16. In such case, the prior version of the Terms will continue to apply until the end of the then-current Subscription Term.
Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent such failure or delay results from circumstances beyond the affected party's reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, civil unrest, government actions or orders, labor disputes, power failures, telecommunications or internet failures, cyberattacks of an unprecedented nature, embargoes, or sanctions ("Force Majeure Event"). The affected party shall provide prompt written notice to the other party of the Force Majeure Event and shall use commercially reasonable efforts to mitigate its effects and resume performance as soon as practicable. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected Order Form(s) upon written notice. No refund of prepaid fees shall be due upon such termination.
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.
The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver of any provision of these Terms shall be effective only if in writing and signed by the waiving party.
Customer may not assign or transfer these Terms, or any rights or obligations hereunder, without LowerPlane's prior written consent, and any attempted assignment without such consent shall be void. LowerPlane may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, upon written notice to Customer. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
These Terms, together with all Order Forms, the DPA, and any other documents expressly incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. In the event of a conflict between these Terms and an Order Form, the Order Form shall prevail to the extent of such conflict, unless the Order Form expressly states otherwise.
All notices required or permitted under these Terms shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by confirmed email; (c) sent by nationally recognized overnight courier; or (d) three (3) business days after being sent by certified or registered mail, return receipt requested. Notices to LowerPlane shall be sent to legal@lowerplane.com. Notices to Customer shall be sent to the email address associated with Customer's account or as otherwise specified in the Order Form.
The parties are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party has the authority to bind the other or to incur any obligation on behalf of the other.
These Terms are for the sole benefit of the parties hereto and their permitted successors and assigns and do not confer any rights or benefits on any third party.
The headings in these Terms are for convenience of reference only and shall not affect the interpretation of these Terms.
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.
The parties agree to attempt in good faith to resolve any dispute arising out of or relating to these Terms through negotiation between senior representatives of each party. If the dispute is not resolved within thirty (30) days of written notice of the dispute, either party may pursue resolution through the mechanisms described below.
For enterprise customers (as designated in the applicable Order Form), any dispute that cannot be resolved through negotiation shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator with expertise in technology and software licensing. The seat of arbitration shall be Wilmington, Delaware. The language of arbitration shall be English. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs, and the parties shall share the arbitrator's fees equally, unless the arbitrator determines otherwise.
For all other customers, any dispute that cannot be resolved through negotiation shall be subject to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware. Each party consents to the personal jurisdiction and venue of such courts and waives any objection based on inconvenient forum.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights, confidentiality obligations, or other proprietary rights, without the requirement of posting a bond or proving actual damages.
The Service and related technical data may be subject to U.S. export control laws and regulations, including the Export Administration Regulations (EAR) administered by the U.S. Department of Commerce, and sanctions regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC). Customer represents and warrants that: (a) Customer is not located in, organized under the laws of, or a resident of any country or region subject to comprehensive U.S. economic sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine); (b) Customer is not identified on any U.S. government restricted party list, including the Specially Designated Nationals and Blocked Persons List or the Entity List; (c) Customer will not export, re-export, or transfer the Service or any related technical data in violation of applicable export control laws; and (d) Customer will not use the Service for any purposes prohibited by applicable export control laws, including the development, design, manufacture, or production of nuclear, chemical, or biological weapons, or missile technology.
If you have any questions, concerns, or notices regarding these Terms of Service, please contact us at:
LowerPlane, Inc.
Legal Department
Email: legal@lowerplane.com
For security-related inquiries: security@lowerplane.com
For privacy-related inquiries: privacy@lowerplane.com
This document is a template for informational purposes. Consult with a qualified attorney for legal advice specific to your situation.