Version Date: March 6, 2023
BY INDICATING ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY PLANFUL SERVICES, CLIENT IS ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. CLIENT AGREES THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY CLIENT.
Planful Master Subscription Agreement
THIS MASTER SUBSCRIPTION AGREEMENT (“AGREEMENT”) IS ENTERED INTO BY AND BETWEEN PLANFUL INC. LOCATED AT 150 SPEAR STREET SUITE 1850, SAN FRANCISCO, CA 94105, USA (“PLANFUL”) AND THE ENTITY OR PERSON PLACING AN ORDER FOR OR ACCESSING APPLICATION SERVICES (“CLIENT”). THIS AGREEMENT CONSISTS OF THE TERMS AND CONDITIONS SET FORTH BELOW AND ANY ATTACHMENTS, ADDENDA OR EXHIBITS REFERENCED IN THE AGREEMENT, AND ANY ORDER FORMS (AS DEFINED BELOW) THAT REFERENCE THIS AGREEMENT.
PROFESSIONAL SERVICES ADDENDUM
- A. Professional Services Provisions
- Description of Professional Services. Planful will provide the services (“Professional Services”) and deliverables (“Deliverables”) to Client as described in a Statement of Work executed by an authorized representative of both parties.
- Client’s Obligations. Client agrees to provide assistance, cooperation, information, equipment, data, a suitable work environment and resources reasonably necessary to enable Planful to perform the Professional Services. Client acknowledges that Planful’s ability to provide Professional Services as set forth herein may be affected if Client does not provide reasonable assistance as set forth above.
- Project Management. Each party shall designate a Project Manager who shall work together with the other party’s Project Manager to facilitate an efficient delivery of Professional Services.
- Professional Conduct. Each party agrees to conduct themselves in a professional and courteous manner at all times. In an event of either party’s breach of this provision, the non-breaching party shall report the breach to the breaching party’s project lead and the parties agree to work in good faith to correct the non-conforming conduct.
- Change Order. In order to change the Description of Professional Services set forth above, Client will submit a written request to Planful specifying the proposed changes in detail and Planful will provide an estimate of the charges and anticipated changes in the delivery schedule that will result from the proposed change in Professional Services. Planful will continue performing the Professional Services in accordance with this Professional Services Addendum until the parties agree in writing on the change in scope of work, scheduling, and fees.
- License. Planful grants Client a perpetual, non-exclusive, non-transferable, royalty-free license to use all developments created solely for Client under this Professional Services Addendum (“Service Developments”).
- Proprietary Rights. Planful shall retain all title, copyrights, patents, patent rights, trade secrets, trademarks and other proprietary or intellectual property rights in the Service Developments.
- Warranty. Planful warrants for ninety (90) calendar days from the performance of any Professional Services that such Professional Services shall be performed in a manner consistent with generally accepted industry standards. Client must report in writing any breach of the warranty contained in this Section to Planful during the relevant warranty period, and Client’s exclusive remedy and Planful’s entire liability for any breach of such warranty shall be the re-performance of the Professional Services, or if Planful is unable to perform the Professional Services as warranted, Client shall be entitled to recover the fees paid to Planful for the nonconforming Professional Services.
- Acceptance. Upon completion of any Deliverable, Planful shall submit the Deliverable to Client. At Client’s request, Planful will demonstrate to Client the functionality of the Deliverable. Client shall be responsible for any additional review and testing of such Deliverable in accordance with any applicable acceptance criteria and test suites. If Client, in Client’s reasonable discretion, determine that any submitted Deliverable does not perform the functional requirements specified for such Deliverable in this Professional Services Addendum, Client shall have five (5) calendar days after Planful’s submission of the Deliverable (“Acceptance Period”) to give written notice thereof to Planful specifying the deficiencies in detail. Planful shall use reasonable efforts to promptly cure any such deficiencies. After completing any such cure, Planful shall resubmit the Deliverable for review and testing as set forth above. Upon accepting any Deliverable submitted by Planful, Client shall provide to Planful a written acceptance of such Deliverable. Notwithstanding the foregoing, if Client fails to reject any Deliverable within the Acceptance Period in the manner described above, such Deliverable shall be deemed accepted at the end of the Acceptance Period. In the event any Deliverable is not accepted by Client as specified above after the third submission and Acceptance Period, either of Client or Planful may terminate this Professional Services Addendum without further liability to either party, provided however, that Client shall not be relieved of its payment obligations with respect to the accepted Professional Services delivered prior to any such termination.
- Final Notice. In the event that Planful has made a request and that Client has not responded promptly within ten (10) business days with the requested information, Planful may issue a Final 30-Day Project Notice (“Final Notice”) to Client. If Client does not respond as requested to the Final Notice, Client agrees that Planful shall be relieved of any further obligations, which has not been completed under the then current Statement of Work. In addition, all professional services fees associated with the SOW shall be considered earned in full as of the expiration of the thirty (30) day period. All services requested by Client following the expiration of the aforementioned thirty (30) day period will require Client and Planful to execute a new Statement of Work and Client shall be responsible for any related professional services fees contemplated there under.
- Third Party Sub-contractors. Planful reserves the right to use third parties (who are under a strict covenant of confidentiality with Planful), including, but not limited to, offshore sub-contractors to assist with the data migration, configuration, implementation and custom code development processes.
- B. Payment Provisions
- Fees. Professional Services shall be provided under this Professional Services Addendum at the rates and terms set forth in the applicable Order Form.
- Expenses. Client will also be responsible for reimbursing Planful for all Planful’s reasonable travel and living expenses (“Expenses”) incurred in each services engagement. All Expenses will be pre-authorized in writing by Client, invoiced promptly and due upon receipt.
- C. Miscellaneous
- Product Mix. Client acknowledges that the Professional Services acquired hereunder were ordered separately from the Application Services described on the Order Form and Client may acquire either Application Services or Professional Services without acquiring the other.
- Independent Contractor. Both parties agree that Planful is an independent contractor and, as such, neither Planful nor Planful’s personnel shall be considered Client’s employee(s). Therefore, Client is neither liable nor responsible for withholding or deducting any sums for federal or state income taxes, social security, health, workers’ compensation, and disability insurance coverage, pension or retirement plan, or the like.
- Non-Solicitation. During the term of this Agreement and for a period of one (1) year thereafter, parties agree to not solicit for hire any of Planful’s or Client’s employees or sub-contractors without the other party’s written consent. The foregoing shall not apply to general solicitations for employment.