Terms of Use

These Terms of Use (“Terms”) govern your access to and use of ourlifeplans.com (the “Website”), and the LifePlans web and mobile applications, software as a service, platforms, portals and other related sites, content, features and services offered on and in connection with the foregoing (collectively, the “Content”) provided by LifePlans, Inc., on behalf of itself, its affiliates and subsidiaries (“LifePlans,” “we,” “our,” or “us”). By accessing, visiting or using the Content, you agree you are entering into a legally binding agreement with LifePlans based on the Terms, Privacy Policy, and any applicable subscription terms or Order Form, which are incorporated by reference (collectively, the “Agreement”). Your access and use of the Content are conditioned on your acceptance of and compliance with the Agreement; if you do not agree, do not access or use the Content. LifePlans and Customer (“Customer”, “User”,” “you,” or “your”) may individually be referred to as a “party” and collectively “the parties”.

By accepting this Agreement, either by clicking a box indicating your acceptance, creating an account, completing the registration process, accessing or using the Content, making any payment for the Services, or by otherwise indicating your acceptance of this Agreement:

1. You have read, understand and agree to be bound by these terms;
2. You agree to this Agreement on behalf of yourself and the organization, business, or other legal entity for which you act;
3. You are of legal age to enter this Agreement and have legal authority to bind Customer to this Agreement;
4. You have provided accurate and complete information in connection with your registration;
5. You are entering this Agreement from within the United States for use or receipt of the Service from within the United States;
6. You have read, understand and consent to the Cancellation Policy; and
7. You have read, understand and consent to the terms governing receipt of SMS/Text Messaging and Emails.

LifePlans is committed to providing an inclusive experience for Users. If you need assistance accessing our platform, participating in a Life Planner session, reviewing materials, or using any feature of our Content, please contact us at support@ourlifeplans.com and we will work with you to identify a reasonable accommodation or alternative means of access.

1. 1

   Services

   1.1LifePlans Services. LifePlans provides a software platform (the “Platform”) that allows access to the following services (each a “Service”, collectively the “Services”):

   • Vault. Users may store and access data, documents, materials, photographs, forms, Templates, personalized or legacy information and other content in a single online location on the Platform (the “Vault”). Access to the Vault is controlled by the User. Users may grant Read-Only access to the Vault or specific Customer Data in the Vault in accordance with the Terms. Users must continue to purchase a subscription to the Vault for LifePlans to continue to retain archived materials.
   • Forms and Educational Material. LifePlans provides fillable forms (“Forms”) and material relevant to a variety of specific life events (“Educational Material”). Some Forms and Educational Material may be available at no cost to You and others may be available for a Fee.
   • Life Planner Services. “Life Planner Services” means personalized guidance, education, and coordination services to support individuals and families navigating complex life situations. If You participate in Life Planner Services, You represent that you meet all applicable User criteria described in these Terms for the visit, such as physical presence in the United States. Information you provide to Your Life Planner during a visit will be used to provide Services. LifePlans is not responsible for any false or misleading information You provide, or any other misrepresentations you make, during your visit.
   • Any other services or service components as added or amended from time to time by LifePlans to be provided by LifePlans.

   1.2Professional Services Disclaimer. LifePlans provides non-clinical planning, organization, coordination, educational, and resource referral services. LifePlans does not act as an attorney, financial advisor, tax advisor, healthcare provider, therapist, social worker, fiduciary, or other licensed professional. You remain solely responsible for all legal, financial, medical, insurance, tax, and personal decisions. LifePlans encourages Users to consult qualified professionals regarding matters requiring professional advice.

   1.3Provision of the Services. The method and means of providing the Services shall be under the exclusive control, management, and supervision of LifePlans. LifePlans may modify or update the Services from time to time in its sole discretion.

   1.4Subcontractors. We may use subcontractors or other third parties to perform our obligations and exercise our rights under this Agreement.

   1.5Support. Subject to payment of all Fees and compliance with this Agreement, We will provide technical support to you via electronic mail. You may initiate a help desk ticket any time by emailing support@ourlifeplans.com.

2. 2

   Non-LifePlans Services

   2.1Users may access the Services in order to review and select potential resources that may support planning needs. LifePlans may collaborate with select third-party professionals, service providers, and organizations (“Non-LifePlans Services”) to appear in the Content or in Life Planner Services. Non LifePlans Services can include any third-party service, connection (including phone or video conferencing services), data, software, application, or integration that interoperates with the Service or performs independently thereof.

   2.2You may enable or access Non-LifePlans Services through the Services. Some Non-LifePlans Services will be available at no charge and others for a cost. If you decide to enable, access or use a Non-LifePlans Service, your access and use of such Non-LifePlans Service shall be exclusively governed by your agreement, including any applicable privacy agreements, with the provider of the Non-LifePlans Service. Further, by enabling such Non-LifePlans Service, you authorize LifePlans to transfer your Customer Data, Account Information and Usage Data to the third-party provider of the Non-LifePlans Service in accordance with the functionality of such Non-LifePlans Service.

   2.3The Service may contain features designed to interoperate with Non-LifePlans Services, however, LifePlans cannot guarantee the continued availability of such features or any Non-LifePlans Services, and LifePlans may stop providing access to a Non-LifePlans Service without prior notice to you, if for example and without limitation, the provider of a Non-LifePlans Service ceases to make the Non-LifePlans Service available for interoperation with the corresponding Service features in a manner acceptable to LifePlans. You agree and acknowledge that LifePlans has no responsibility to provide support or maintenance of Non-LifePlans Services and failure of the Non-LifePlans Service provider to support or maintain the Non-LifePlans Service will not entitle you to any refund of fees paid from LifePlans, if any, for the Service or a Non-LifePlans Service. If you purchase a Non-LifePlans Service subscription through an integration with LifePlans, LifePlans may show up as the merchant of record on your transaction records for the charge. However, the relevant integration, or application remains a Non-LifePlans Service provided by a third party (LifePlans processes the charge as a commercial agent of the Non-LifePlans Service).

   2.4Non-LifePlans Services are offered through independent third parties that are not employees, agents, joint venturers, or representatives of LifePlans. A referral, introduction or link to a Non-LifePlans Service by LifePlans does not imply or constitute an endorsement, guarantee, certification, or warranty of any Non-LifePlans Service’s services, advice, conduct, or outcomes, including but not limited to, a particular purpose or result. LifePlans specifically disclaims any and all representations and warranties for the Non-LifePlans Services.

   2.5Users remain solely responsible for the risk in evaluating whether a Non-LifePlans Service is appropriate for their individual needs and for entering into any separate relationship with that provider. You acknowledge and agree that LifePlans is not responsible or liable for:

   1. the availability or accuracy of such Non-LifePlans Services; or
   2. the content, products, or services on or available from such Non-LifePlans Services.

   LifePlans does not supervise, direct, or control the services provided by a Non-LifePlans Service and is not responsible or liable for their acts, omissions, services, or recommendations.

   2.6LifePlans may receive compensation, referral fees, revenue sharing, or other economic benefits from certain Non-LifePlans Services in connection with a referral, introduction or link made through the Content. These arrangements help support the operation and growth of LifePlans and do not increase the cost of services unless expressly disclosed otherwise. These arrangements are independent of the ranking of any Non-LifePlans Service.

3. 3

   Subscription and Access to Services

   3.1Except as indicated, LifePlans grants recurring access to the Services pursuant to subscriptions (“Subscription”). “Subscription Term” means the period during which you have agreed to subscribe to a Service. Subscriptions will be for the Subscription Term agreed to and each Subscription shall automatically renew at the fee indicated for a period equal in duration to the then expiring Subscription Term unless either Party notifies the other in writing via cancellation of its intent not to renew prior to the end of the then-current Subscription Term. Subscription terms, pricing, and features are described at the time of purchase, the applicable Order Form or renewal notice.

   3.2LifePlans will provide the Services to you in accordance with the applicable Subscription. Subject to your compliance with this Agreement and payment of applicable fees, LifePlans grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the subscription term for your personal purposes. Additional features and functionality may be made available in the form of add-ons or enhanced subscription. If you subscribe to any add-on or enhanced subscription, the Subscription Term for such add-on or enhanced subscription shall be coterminous with your Subscription to the Service. If you subscribe to any Non-LifePlans Service, the subscription for that Non-LifePlans Service shall be governed by your agreement directly with the Non-LifePlans Service.

   3.3Subject to these Terms, You are authorized (on a limited, revocable, non-transferable and non-exclusive basis) to

   1. access the Services solely for Your personal use and for no other purpose, and
   2. view and/or download a copy your record(s).

   You may use material available through the Services solely for your personal, noncommercial use. You may not allow any other person to use the Services, or pose as You in connection with the Services. You may not share Your Portal password or other access credentials with any other person. You may only register and maintain one User account per User. You are solely responsible for any use of the Services made through Your account or access credentials. You must immediately notify us if you suspect there has been, or may be, any unauthorized access to Your account or the Services. LifePlans (and/or its licensor(s)) retains all right, title, and interest in the Services and any content, products, documentation, software or other materials available on or through the Services, including any patent, copyright, trade secret, trademark, service mark or other intellectual property or proprietary right in any of the foregoing. LifePlans may monitor usage for compliance with these requirements and may suspend or terminate access (in whole or in part) for suspected credential sharing, unauthorized access, or other violations of this Section.

   3.4If your use of the Services exceeds the limitations applicable to your Order Form or any applicable subscription plan, LifePlans will use commercially reasonable efforts to notify you of such excess usage. If your excess usage persists following notification from LifePlans, LifePlans may take actions to bring your use of the Service into compliance, including

   1. suspending or terminating Users access to the Services; or
   2. requiring that you execute an Order Form or otherwise purchase additional usage to account for such excess usage.
4. 4

   Proxy and Read-Only Access

   4.1Users are responsible for pre-appointing a Proxy or granting read-only access and keeping such designations up to date.

   4.2If you are appointed or qualify as a Proxy, you may use the Platform, subject to the Terms, to view and download Customer Data. In order to be a Proxy, you must be appointed by a User as a Proxy or qualify for Proxy access as otherwise specified herein.

   4.3In the event of a User’s death or incapacitation, LifePlans reserves the right to require satisfactory documentation evidencing a proxy requester’s authority, including any documentation LifePlans reasonably determines is necessary, before granting access to or disclosing information from a User’s account. This documentation may include but is not limited applicable documentation under the Revised Uniform Fiduciary Access to Digital Assets Act (“RUFADAA”). Only after LifePlans receives what it deems as acceptable documentation may Proxy access be granted as contemplated herein.

   4.4If you are appointed as a Proxy for a User and the circumstances that qualified you as a Proxy change, you must notify us immediately. We reserve the right to revoke Proxy access at any time for any reason. Proxy access is subject to federal and state data privacy, security and confidentiality laws which may require us to limit, or in some cases prohibit, Proxy accounts and/or Proxy access to certain information on the Platform.

   4.5If a User appoints you Read-Only access to the User’s Customer Data, you may access the Customer Data you have access to in accordance with the Agreement. Notwithstanding, access provided is read-only in nature and the Agreement does not grant you underlying intellectual property rights in Customer Data or give you permission to modify, alter, delete, upload, publish, distribute, sublicense, commercially exploit, reverse engineer, scrape or create derivative works from the Customer Data. Any downloaded Customer Data remains subject to the Agreement and does not transfer ownership or grant any additional rights in the Customer Data. You are responsible for maintaining the security and confidentiality of any downloaded Customer Data. LifePlans reserves the right to suspend or terminate access immediately in the event of suspected unauthorized use, misuse or security concerns.

5. 5

   Use & Content Policy

   5.1You agree not to access or use the Content in an unlawful way or for any unlawful purpose. Additionally, You agree not to upload, post or transmit:

   1. a message under a false name;
   2. any information which
      1. is libelous, defamatory, obscene, fraudulent, false or contrary to the ownership or intellectual property rights of any other person, or
      2. contains any virus, worm, Trojan horse or other code which is contaminating or destructive any files or programs related to the Content or any of its users;
   3. material that violates applicable communication, privacy, or consumer protection laws;
   4. material relating to the harassment, threat or abuse of others.

   5.2Except as expressly permitted in this Agreement, You will not, and will not permit or authorize third parties to:

   1. license, sub-license, sell, transfer, distribute, share, rent, lease, or otherwise permit third parties to use the Content
   2. use the Content to provide business process outsourcing services to third parties (e.g. as a service bureau);
   3. use the Content or any API in order to circumvent Fees or in a way that would violate the applicable Documentation or this Agreement;
   4. circumvent or disable any privacy, security or other technological features of the Content (e.g. usage limits);
   5. reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms related to the Content (except to the extent this restriction is prohibited by applicable law);
   6. copy, modify, translate, or create derivative works based on the Content or Documentation;
   7. remove any proprietary notices or labels from the Content;
   8. use the Content in a manner that violates or attempts to circumvent applicable law;
   9. access the Content for the purpose of building a competitive product or service or copying its features or user interface;
   10. use the Content for evaluation, benchmarking, or other comparative analysis intended for publication without LifePlans’ prior written consent;
   11. use the Content to store or transmit Protected Health Information (as defined under the Health Insurance Portability and Accountability Act of 1996);
   12. use the Content to store or transmit cardholder data (as defined under the Payment Card Industry’s Data Security Standards);
   13. access or use the Content in any manner designed to circumvent the unique identity requirement for Users;
   14. access or use the Content in any manner that temporarily and superficially reduces the number of Users in order to circumvent Service limitations;
   15. access or use the Service from any country other than the United States; or
   16. use the Content, including to store or transmit Customer Data, in a manner that violates any LifePlans Use & Content Policy, as amended from time to time.

   5.3We may review Customer Data to determine whether it is illegal or in violation of the Agreement and we may remove, delete or refuse to display Customer Data that we reasonably believe violates the law or our Use & Content Policy; however, this does not mean we review content; do not assume that we do. If we reasonably suspect that you or your Customer Data are in violation of the foregoing, we may investigate that violation and suspend or terminate your access to the Content at any time.

6. 6

   Data Protection

   6.1Data Protection. LifePlans maintains commercially reasonable safeguards appropriate to the nature of the Service and designed to protect Customer Data from unauthorized access, use, alteration, and disclosure. While LifePlans continually evaluates and improves its security practices, no method of transmitting or storing electronic information is completely secure. Accordingly, LifePlans cannot and does not guarantee that the Services will be free from unauthorized access, cyberattacks, data loss, or other security incidents. Customer acknowledges that maintaining the security of its own accounts, credentials, devices, and networks is also an important component of protecting Customer Data.

   6.2In the event we suspect that your account or credentials have been compromised, we reserve the right to suspend access to your account in that regard.

   6.3LifePlans is not acting as a HIPAA covered entity or business associate unless expressly agreed in a separate written Business Associate Agreement.

7. 7

   Intellectual Property; License Grant

   7.1You own the Customer Data, including all Intellectual Property Rights therein. You hereby grant LifePlans a worldwide, non-exclusive, royalty-free, fully-paid, sublicensable (to LifePlans’ third-party service providers) license to host, transfer, use, display, reproduce, and create derivative works of Customer Data in order to provide the Content, and to fulfill the Agreement

   1. during the term of the Agreement; and
   2. thereafter as necessary to comply with legal and regulatory obligations, enforce this Agreement and maintain backups.

   7.2LifePlans and its licensors retain all right, title, interest and ownership of the Content, Documentation, API, Usage Data, services, and all deliverables created by LifePlans and delivered to You, including all Intellectual Property Rights therein (the “LifePlans IP”). No ownership rights in the LifePlans IP are transferred to You by this Agreement. You do not have any rights in or to the LifePlans IP except for the limited express rights granted in this Agreement.

   7.3Feedback. If You provide LifePlans feedback, comments, or suggestions concerning the Content whether directly to LifePlans or in a LifePlans community forum regarding Content (collectively, “Feedback”), You hereby assign to LifePlans all right, title, and interest in and to the Feedback, and LifePlans is free to use the Feedback without payment, attribution, or restriction. Feedback that you provide is posted and transmitted to others at your own risk. Although we limit access to certain pages, please be aware that no security measures are perfect or impenetrable. Additionally, we cannot control the actions of other users of any community forum with which you may choose to share your Feedback. Therefore, we cannot and do not guarantee that your Feedback will not be viewed by unauthorized persons.

   7.4Data.

   • Usage Data. Except as otherwise specified in the Privacy Policy, LifePlans may (i) collect, analyze and otherwise process Usage Data internally for its business purposes, including but not limited to purposes of security and analytics, to improve and enhance the Content, to measure product usage, and for other development, diagnostic and corrective purposes in connection with the Content, other LifePlans products or services, and Non-LifePlans Services and (ii) disclose Usage Data to third parties as necessary to fulfill such purposes.
   • Account Information. Except as otherwise specified in the Privacy Policy, LifePlans may collect Account Information: (i) in connection with the creation or administration of your User account; or (ii) in connection with establishing and maintaining your use of the Services and Content.
   • Personal information is subject to the LifePlans Privacy Policy.
8. 8

   Fees; Taxes; Cancellation Policy

   8.1Fees are due and payable upon the commencement of the applicable Subscription or as indicated at the time of purchase. Fees are non-refundable except as required by law or expressly stated otherwise. Except as otherwise indicated in an Order Form, Fees are inclusive of taxes. Where Fees are exclusive of taxes, you are responsible for applicable taxes, duties, or levies imposed by governmental authorities.

   8.2Renewals for Subscription Fees will be charged upon the renewal date to the authorized account information on file. A User is responsible for maintaining accurate and up to date account information.

   8.3Cancellation Policy. For Life Planner Services, appointments canceled with less than 24 hours’ notice (“Late Cancel”) or missed without notice (“No Show”) may result in the full fee for the reserved appointment. If the Late Cancel or No Show was for a complementary introductory session, you will not be eligible to receive an additional complementary session.

9. 9

   Representations

   9.1Customer Warranties. (1) You represent and warrant to LifePlans that:

   1. You have the necessary and appropriate rights and consents to validly authorize and permit LifePlans to use and otherwise process the Customer Data in accordance with this Agreement, and such use by LifePlans of Customer Data does not and will not infringe or violate any third-party right, including any Intellectual Property Right or privacy right; and
   2. You will use the Content in compliance with the Documentation, applicable law and as otherwise specified under the Use & Content Policy.

   If we reasonably suspect that you or your Customer Data are in violation of the foregoing, we may investigate that violation and suspend or terminate your access to the Content at any time.

   9.2Disclaimer. EXCEPT AS PROVIDED IN THIS SECTION, THE CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, LIFEPLANS DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. LIFEPLANS DOES NOT WARRANT THAT THE CONTENT WILL SATISFY CUSTOMER’S REQUIREMENTS, ARE WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF THE CONTENT WILL BE UNINTERRUPTED OR SECURE. YOU ACKNOWLEDGE THAT LIFEPLANS MAINTAINS PLANNED AND DOWNTIME IN THE USUAL COURSE OF OPERATIONS AND THAT UNPLANNED DOWNTIME MAY OCCUR WITHOUT NOTICE FOR PURPOSES OF LIFEPLANS’ ABILITY TO ADDRESS URGENT NEEDS.

   9.3DO NOT RELY ON THE CONTENT FOR MEDICAL, LEGAL, FINANCIAL OR OTHER PROFESSIONAL ADVICE. ANY CONTENT REGARDING THOSE TOPICS IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR ADVICE FROM A QUALIFIED PROFESSIONAL.

10. 10

    Confidentiality

    10.1LifePlans will treat Customer Data as confidential and will not disclose it except as necessary to provide Content, to fulfill the Agreement, as required by law, or as authorized by the Customer.

    10.2From time to time during the Term, LifePlans may disclose or make available to you information about its business affairs, operations, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure, is:

    1. in the public domain;
    2. known to you at the time of disclosure;
    3. rightfully obtained by you on a non-confidential basis from a third party; or
    4. independently developed by you.

    You shall not disclose LifePlans Confidential Information to any person or entity, except to your representatives who have a need to know the Confidential Information for you to exercise your rights or perform your obligations hereunder. Notwithstanding the foregoing, you may disclose Confidential Information to the limited extent required

    1. in order to comply with the order of a court or as otherwise necessary to comply with applicable law, provided that you shall first have given written notice to LifePlans and make a reasonable effort to obtain a protective order; or
    2. to establish LifePlans rights under these Terms, including to make required court filings.

    On the expiration or termination of the Terms, you shall promptly return to LifePlans all copies, whether in written, electronic, or other form or media, of LifePlans’ Confidential Information, or destroy all such copies and certify in writing to LifePlans that such Confidential Information has been destroyed.

    10.3Your obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to you; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of these Terms for as long as such Confidential Information remains subject to trade secret protection under applicable law

11. 11

    Non-Infringement

    11.1If the Content is held to infringe (or if LifePlans reasonably believes the Content will be held to infringe) any third-party Intellectual Property Rights, LifePlans may, at its option and expense:

    1. contest the claim,
    2. modify the Content to make it non-infringing;
    3. obtain a license that permits Customer to continue using the Content; or
    4. replace the Content with non-infringing substitutes.

    If none of the foregoing are commercially reasonable, in LifePlans’ discretion, LifePlans may terminate this Agreement and issue to Customer a pro rata refund of Fees for Services not provided. This Section states LifePlans’ sole and exclusive liability, and Customer’s sole and exclusive remedy, for the actual or alleged infringement of any third-party Intellectual Property Rights arising from Customer’s use of the Content.

    11.2Exceptions. LifePlans will have no liability to Customer under this Section to the extent a Claim arises out of

    1. any breach of Customer’s obligations under this Agreement;
    2. Customer’s continued use of the allegedly infringing portion of the Content after:
       1. being notified thereof; or
       2. being provided, at no additional charge, modifications that would have avoided the alleged infringement without materially reducing the overall functionality of the Content;
    3. Customer’s use of the Content in combination with other products, services, data, or processes not provided by LifePlans, where the alleged infringement would not have occurred in the absence of such use;
    4. designs, requirements, or specifications required by or provided by Customer;
    5. Customer’s use of the Content in breach of this Agreement, in violation of applicable law;
    6. Customer’s failure to use the Content in accordance with the Documentation;
    7. any modification of the Content not made by LifePlans, where the alleged infringement would not have occurred in the absence of such modification; or
    8. Customer’s use of the Content where there have been no charges or fees, including where Customer is using Beta Services.
12. 12

    Indemnification

    Customer will defend and indemnify LifePlans from and against any losses, liabilities, damages, demands, suits, causes of action, judgments, costs or expenses (including court costs and reasonable attorneys' fees) arising out of or relating to

    1. Customer’s use of the Content in a manner that infringes the Intellectual Property Rights of any third party;
    2. violation of law or privacy rights whether attributable to Customer Data or interaction with the Content;
    3. any other claim relating to any Customer Data;
    4. Customer’s breach of the Agreement; or
    5. any violation of the Use & Content Policy.
13. 13

    Limitation of Liability

    13.1Exclusion of Damages. NEITHER LIFEPLANS NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, OR EMPLOYEES WILL BE LIABLE TO CUSTOMER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, EVEN IF LIFEPLANS IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

    13.2Damages Cap. LIFEPLANS’ TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO LIFEPLANS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT.

14. 14

    Term and Termination

    14.1Term of Agreement. The Terms shall begin on the Effective Date and shall continue for so long as Customer maintains an active Order Form or account with LifePlans, or the Terms or Agreement are otherwise terminated in accordance with the terms herein.

    14.2Effect of Termination. Termination of this Agreement will automatically terminate all active subscriptions and Order Forms, but termination of a single Order Form will not result in termination of the Terms or any other Order Forms. Upon the termination of the Terms or an Order Form, all rights and licenses granted by LifePlans to Customer under these Terms or the applicable Order Form will terminate. Either party’s termination of the Terms is without prejudice to any other remedies it may have at law or in equity and does not relieve either party of liability occurring prior to the effective date of termination.

    14.3Termination. LifePlans may terminate the Terms or an Order Form upon notice to the other party if the other party

    1. breaches any material term of the Terms or the Agreement and fails to remedy the breach within thirty (30) days after being given notice thereof, or
    2. ceases to function as a going concern or to conduct operations in the normal course of business, or
    3. has a petition filed by or against it under any bankruptcy or insolvency laws which petition has not been dismissed or set aside within sixty (60) days of filing.

    Termination is not an exclusive remedy for breach of the Terms or Agreement by either party. Unless otherwise specified, all other remedies will be available to the non-breaching party whether or not the non-breaching party terminates this for breach by the other party.

    14.4Post-Termination Obligations; Customer Data Retrieval. Termination of the Terms or Agreement will terminate your access to the Content and Customer Data but will not relieve you of payment obligations you have already accrued. Regardless of the reason for termination, We may move Customer Data to remote storage that requires an additional fee or court order to restore access after sixty (60) days; after one hundred eighty days (180), Customer Data may be permanently destroyed. Provided, this section shall not apply to backups, information subject to a legal hold, audit logs or retained metadata unless otherwise subject to applicable law or regulation.

15. 15

    Beta Services; Free Trials

    15.1Beta Access. This Section describes the additional terms and conditions under which you may access and use certain features, technologies, and services made available to you by LifePlans that are not yet generally available, including, but not limited to, any products, services, or features designated or labeled as “alpha,” “beta,” “early access,” “preview,” “pilot,” or similar designation (each, a “Beta Service”).

    15.2Beta Terms. You must comply with all terms related to any Beta Service that LifePlans posts on its website or provides to you through the platform or otherwise. LifePlans may add or modify terms, including lowering or raising any usage limits, related to access to or use of any Beta Service at any time. Service Level Agreements do not apply to Beta Services.

    15.3Beta Feedback. You may provide LifePlans with feedback relating to the Beta Services. LifePlans will own and may use and evaluate all feedback for its own purposes.

    15.4Termination and Suspension of Beta. LifePlans may suspend or terminate your access to or use of any Beta Service at any time. Your access to and use of each Beta Service will automatically terminate upon the release of a generally available version of the applicable Beta Service or upon notice of termination by LifePlans.

    15.5Beta Services Disclaimer. WITHOUT LIMITING ANY DISCLAIMERS IN THE AGREEMENT, BETA SERVICES ARE NOT READY FOR GENERAL COMMERCIAL RELEASE, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, LIFEPLANS PROVIDES BETA SERVICES “AS IS.” LIFEPLANS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING BETA SERVICES, INCLUDING ANY WARRANTY THAT THE BETA SERVICES WILL BECOME GENERALLY AVAILABLE. EXCEPT TO THE EXTENT PROHIBITED BY LAW, LIFEPLANS DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

    15.6Free Trials. If you register for a free trial, we will make the Services available to you on a trial basis free of charge until the earlier of

    1. the end of the free trial period or complimentary Life Planner session;
    2. the start date of any Order Form; or
    3. termination of the trial by us.

    Free trials are for evaluation purposes only. We may terminate your free trial at any time in our sole discretion.

16. 16

    Electronic Media; TCPA and Anti-Spam Communications

    16.1Customer acknowledges that LifePlans may offer to provide Services through an electronic medium, including but not limited to phone, email, video conferencing and the like (“Electronic Media”) and that LifePlans cannot guarantee the confidentiality or security of communications initiated or received through Electronic Media. Customer’s participation in communication via Electronic Media constitutes Customer’s acceptance of the risk in doing so.

    16.2We may offer you the ability to receive communications from LifePlans via text message (SMS), email, or other electronic means. By providing your mobile phone number or other contact information and opting in to receive such messages, you consent to receiving text messages and other electronic communications from us regarding your account, Our services, promotional offers, and other updates consistent with your communication preferences. Consent to receive marketing text messages is not a condition of purchasing any goods or services.

    16.3Message frequency may vary based on your interactions with us. Standard message and data rates may apply from your mobile carrier. We are not responsible for any charges that may be billed to you by your carrier as a result of such messages.

    16.4You can opt out of receiving text messages at any time by replying “STOP” to a text you receive from us. After opting out, you may receive a confirmation message to verify your request has been processed. You may unsubscribe from marketing emails by clicking the “Unsubscribe” link included in the email. You may request to stop receiving non-essential calls by contacting us at support@ourlifeplans.com. Requests will be honored in accordance with applicable law. Transactional or service-related emails may still be sent as permitted by law.

17. 17

    General

    17.1Waiver. The waiver by either party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.

    17.2Notices; Updates. All notices must be in writing and in the English language and will be deemed given only when sent by mail (return receipt requested), hand-delivered, or sent by documented overnight delivery service to the party to whom the notice is directed. Notice to Customer shall be provided to the mailing address or email address you provide when registering your LifePlans account and notice to LifePlans shall be sent to PO Box 12536 Pittsburgh, PA 15241 Attn: Legal Department (or to such other address as to which the other party has been notified). Despite any of the foregoing, we may update these Terms from time to time. Material changes will be communicated through the Content or via notice on the website. Continued use constitutes acceptance of the updated Terms, Privacy Policy or other terms related to the LifePlans website.

    17.3Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, labor disputes, epidemics, failures of utilities or telecommunications networks, denial-of-service attacks, or failures of third-party hosting providers (“Force Majeure Event”). The affected party will promptly notify the other party and use commercially reasonable efforts to resume performance. If a Force Majeure Event continues for more than thirty (30) days, either party may terminate the affected Services upon written notice. Force Majeure Events do not excuse payment obligations accrued prior to the event.

    17.4Invalidity and Severability. If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.

    17.5Assignment. Customer may not assign this Agreement without LifePlans’ prior written consent, and any attempt to do so is void. Notwithstanding the foregoing, LifePlans may assign this Agreement without notice or consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to which this Agreement relates; provided that, in Customer’s case, Customer will be required to complete LifePlans’ assignment process. This Agreement is binding upon and inures to the benefit of the parties’ permitted successors and assigns.

    17.6Headings. Headings to paragraphs or sections in this Agreement are for the purpose of information and identification only and shall not be construed as forming part of this Agreement.

    17.7Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the conflict of law provisions thereof.

    17.8Attorneys’ Fees. Except where prohibited by law, if any legal action or other proceeding is brought to enforce the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees and other costs incurred in the action or proceeding, in addition to any other relief to which the prevailing party may be entitled.

    17.9Injunctive Relief. If either party breaches Sections 3, 5, 7, 9, 10, or 12, the other party may suffer irreparable harm, and monetary damages may be inadequate to compensate the non-breaching party. Accordingly, either party may, in addition to any other remedies available, seek injunctive or other equitable relief in response to any such breach.

    17.10Independent Contractors. The parties agree that each is an independent contractor and neither party has the right or authority to assume or create any obligation or responsibility on behalf of the other party.

    17.11Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be considered an original, but all of which together will constitute one and the same instrument.

    17.12Federal Government End Use. If You are a U.S. federal government department or agency or contracting on behalf of such department or agency, each of the Services is a “Commercial Product” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Services are licensed to You with only those rights as provided under the terms and conditions of this Agreement.

    17.13Amendments. We may amend this Agreement, including any Supplementary Terms, from time to time, in which case the new Agreement will supersede prior versions. Your continued use of the Content following the effective date of any such amendment may be relied upon by LifePlans as your consent to any such amendment.

    17.14Survival. Sections 3-17, all associated definitions, and all accrued rights to payment shall survive after termination or expiration of this Agreement.

    17.15Entire Agreement. THE AGREEMENT, INCLUDING ALL ATTACHMENTS, SCHEDULES, EXHIBITS, AND ORDER FORMS CONSTITUTES THE COMPLETE AND EXCLUSIVE UNDERSTANDING OF THE PARTIES, AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS SALES PROPOSALS, NEGOTIATIONS AND AGREEMENTS, AND ALL OTHER REPRESENTATIONS OR COMMUNICATIONS, WHETHER ORAL OR WRITTEN, WITH RESPECT TO THE SUBJECT MATTER HEREOF. THIS AGREEMENT SHALL APPLY IN LIEU OF ANY TERMS AND CONDITIONS IN ANY VENDOR REGISTRATION FORM OR REGISTRATION PORTAL, PURCHASE ORDER OR OTHER ORDER DOCUMENT THAT YOU PROVIDE AND ALL SUCH TERMS ARE EXPRESSLY REJECTED AND SHALL NOT BE CONSIDERED AN AMENDMENT TO THIS AGREEMENT.