Over the past year, we’ve been hard at work improving the Aisle Planner platform as we continually strive to better support you and your business. Over the next several months we will begin to release additional new features and integrations, all designed to improve and enhance the Aisle Planner user experience.
If you have any questions, please feel free to reach out to us at firstname.lastname@example.org.
Thank you for your ongoing support!
The Team at Aisle Planner
In addition to making our Terms of Service easier to read, here is a summary of key changes we've made:
- We’ve updated detail concerning your consent to electronic communications from Aisle Planner related to your account, and with respect to new GDPR requirements.
- We’ve added new language surrounding agencies creating accounts and using Aisle Planner on behalf of their professional clients.
- We’ve clarified your right as an account holder to add users to your account, and your responsibilities for their actions within your account.
- We have added WePay, a Chase company, as a new payment processing partner.
- We have updated our data storage policy related to canceled subscriptions, voluntarily closed accounts, involuntarily closed accounts, or abandoned accounts.
Terms of Service
Effective date: March 1, 2020.
Welcome to Aisle Planner. The following document is intended to explain our obligations as a service provider and your obligations as a user or subscriber.
To the extent that we are a Processor or Controller of Personal Data that is subject to certain Data Protection Laws (as defined in the DPA), the EU Data Processing Addendum and the CCPA are both hereby incorporated into the Agreement.
1. Acceptance of Terms of Service.
a. By registering for and/or using the any of the Services in any manner, including but not limited to visiting or browsing the Site, you agree to these Terms of Service without any modification or qualification and all other operating rules, policies and procedures that may be published from time to time on the Site by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to you. Your continued use of the Site after such modifications will constitute your acknowledgement of the modified Terms of Service and agreement to be bound by the modified Terms of Service. IF YOU ARE DISSATISFIED WITH THE TERMS, CONDITIONS, RULES, POLICIES, GUIDELINES OR PRACTICES OF OPERATING OUR SERVICE, UNLESS EXPRESSLY SET OUT IN THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE. If for any reason you are unable to meet all the conditions set forth in these Terms of Service, or if you breach any of the Terms of Service contained herein, your permission to use Aisle Planner or access any of the Services immediately lapses.
b. Some of the Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference.
c. These Terms of Service apply to all users of the Services, including, without limitation, users who are contributors of content, information, and other materials or services, registered or otherwise.
d. ARBITRATION NOTICE AND CLASS ACTION WAIVER. Except for certain types of disputes described in the arbitration section below, you agree that disputes between you and us will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration.
To access or use the Site, you must be 16 years or older and have the requisite power and authority to enter into these Terms of Service. You represent and warrant that you are at least 16 years of age. If you are under age 16, you may not, under any circumstances or for any reason, use the Services.
We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You must notify us immediately of any change in your eligibility to use the Services (including any changes to or revocation of any licenses from state authorities). You are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms of Service or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.
In order to use the Service, you may be required to provide your name, email address, username, password and other information that may be deemed personal to create an account. You agree, represent and warrant that any registration information you provide on the Site will always be true, accurate, complete and up to date. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene.
4. Electronic Delivery
By accepting this Terms of Service, you agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your Account and your use of the Service. Communications include but are not limited to:
- Product and service updates;
- Confirmations and Transaction receipts;
- Communication in relation to delinquent accounts (which may also be by phone, and may be made by Aisle Planner or by anyone on its behalf, including a third party collection agent);
- Account statements and history; and
- Federal and state tax statements.
We will provide these Communications to you by emailing them to you at the primary email address listed in your Account registration, (and/or) by emailing you a link or instructions on how to access them on a website, (and/or) by posting them on the Website. Communications are considered received by you within 24 hours of the time they are emailed to you or posted to our Website. You further agree that your electronic signature has the same effect as your manual, physical signature.
By giving your consent, you are confirming that you are able to receive, open, and print or download a copy of any Communications for your records. It is important for you to retain copies of Communications because they may not be accessible in your Account at a later date.
You may withdraw your consent to receive Communications electronically by contacting us through Customer Support. If you withdraw your consent to receive Communications electronically, we may deny your registration for an Account, or restrict or close your Account.
5. Software Access; License.
a. Software Access. We will provide access, on a hosted basis, to the Software via an online user interface, in accordance with our publicly available information (which can be located on our website) (the “Company Information”) on the date you register and, if you are signing up for Paid Services (as defined herein) provide payment information for Paid Services (the “Effective Date”). We shall provide you the necessary connectivity standards, security policies, network links, or other necessary procedures, as may be necessary for you to access the Software. We shall use commercially reasonable efforts to host and make available the Software, provided that nothing herein shall be construed to require us to provide for, or bear any responsibility with respect to any telecommunications or computer network hardware required by you to provide access from the Internet to the Software.
You shall be solely responsible for providing and maintaining all hardware and software and other requirements for your use of the Software. We may, without notice or liability, add, discontinue or revise any aspect, mode or design of the Services which include but not limited to the scope of service, time of service, or to the software/hardware required for access to the Services.
You shall be solely responsible for all dealings with participants or users of the Services. Although our Site and other Aisle Planner Services are normally available, there will be occasions when our Site or our Services will be interrupted for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and equipment that are beyond the control of Aisle Planner.
b. Ownership. The Services and Company Information and all Intellectual Property Rights (defined below) in the foregoing, are our exclusive property and our suppliers. Intellectual Property Rights means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
All rights in and to the Services not expressly granted to you in these Terms of Service are reserved by us and our suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to you regarding the Services, or any part thereof, including any right to obtain possession of any source code, data or other technical material relating to the Services. If you provide us any feedback or suggestions regarding the Services ("Feedback"), you hereby assign to us all rights in the Feedback and agree that we shall have the right to use such Feedback and related information in any manner it deems appropriate. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to us any information or ideas that you consider to be confidential or proprietary.
6. Support Services.
Technical support for the Paid Services is described in and is available through Aisle Planner’s Help Center (the “Support Services”). The cost of the Support Services is included in the fees charged for the Paid Services. In the event you require any additional services, such as project management, custom configuration, training, custom modification, consulting, systems integration or other services (the “Add-On Services”), the terms and conditions of these Terms of Service shall apply to the Add-On Services; provided, however, to the extent the costs for such Add-On Services are not publicly posted on the Site, the parties shall first agree upon the costs of such Add-On Services. You acknowledge that the Support Services and the Add-On Services require, and are contingent upon, your timely notification to, and reasonable cooperation with, us, as may be applicable.
a. Definition. For purposes of these Terms of Service, the term “Content” includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. For the purposes of this Agreement, “Content” also includes all User Content (as defined below).
b. User Content. All Content added, created, uploaded, submitted, distributed, or posted to the Services by users (collectively “User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Services is or will continue to be accurate.
c. Notices and Restrictions. The Services may contain Content specifically provided by us, our partners, suppliers or our users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.
d. Use License. Subject to these Terms of Service, we grant each user of the Services a worldwide, non-exclusive, non-sub-licensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for other than purposes of using the Services is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right. If you wish to use any Content for commercial purposes, you may contact us at email@example.com and we may, in our sole discretion, permit or deny your request to use the Content for commercial purposes.
e. License Grant. By submitting User Content through the Services, you hereby do and shall grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sub-licensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the Site, the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Site or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your Account or the Services. You also hereby do and shall grant each user of the Site and/or the Services a non-exclusive, perpetual license to access your User Content through the Site and/or the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content, including after your termination of your Account or the Services. For clarity, the foregoing license grants to us and our users does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third-party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
f. Availability of Content. We do not guarantee that any Content will be made available on the Site or through the Services. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Service), or for no reason at all and (ii) to remove or block any Content from the Services.
8. Conditions of Usage.
a. You agree to use Aisle Planner and the services for the purposes that were intended and only in accordance with the terms of this Terms of Service. Additionally you agree to NOT use the Services for any purpose that is prohibited by these Terms of Service. You are responsible for your activity in connection with the Service.
b. If you create an account on behalf of a business and are not the business owner, you represent and warrant that you are an authorized agent of the business entity and that you have been authorized and/or directed by your business's principals to open the account on behalf of the business entity. It is understood that the account belongs to the business entity for which the account was registered for and not to you, the agent. In the event that you leave the business, it is understood that the business and business’s principals are the owners of the account, content and all data associated with the account and that you, the agent, do not have any claim to any of the data in the account.
c. As the owner of your account, you are solely responsible for keeping your username, password, account details, and all information required in connection with your use of Aisle Planner and any of its subsidiaries, secure and confidential as such you agree to never share, publish, distribute or post login information for your Account. Furthermore, you are solely responsible for any and all activity that occurs on your Account and agree to notify us immediately of any unauthorized access to or use of your Account. You agree to hold harmless and release Aisle Planner Inc. from any loss or liability whatsoever that you may incur as a result of someone other than you using your username, password or account, either with or without your knowledge. You agree to indemnify Aisle Planner Inc. for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not you were directly or personally responsible.
Additionally, no third party is authorized by Aisle Planner or any of its partners or subsidiaries, to ask for your credentials, personal identifying information or to ask for access to your account(s).
d. You, at your sole discretion, may provide access to certain Services to authorized users (“Planning Partners”). An authorized user is someone designated by you via the Invite User functionality available in Aisle Planner to create an adjoining account. Such authorization does not require that you share your personal sign in credentials with your Planning Partners, as they will create an adjoining account with their own unique sign in credentials. Such authorized users may have access to your account and account information and perform various tasks which include but are not limited to creating, editing and deleting content, as well as creating, revising and sending quotes, contracts, invoices, and any other lawful tasks that you may prescribe with your account. You agree to hold harmless and release Aisle Planner Inc. from any loss or liability whatsoever that you may incur as a result of an authorized user’s use of your account. You agree to indemnify Aisle Planner for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not you were directly or personally responsible. If you administer your Aisle Planner account on behalf of a business or corporation, you represent and warrant that you have the right to provide access to your Planning Partners.
e. You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Content, that:
- infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty (see our DMCA Copyright Policy);
- you know is false, misleading, untruthful or inaccurate;
- is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion;
- constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
- contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;
- impersonates any person or entity, including any of our employees or representatives; or
- includes anyone’s identification documents or sensitive financial information.
f. You agree that you will not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party service providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or “spam” on the Services; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; (vi) harvest or scrape any Content from the Services; or (vii) otherwise take any action in violation of our guidelines and policies.
g. You agree that you will not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application or the Software), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
h. We reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.
9. Third Party Services and Users.
a. Third Party Services. The Services may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.
b. Third Party Users. Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on this site, or between users and any third party (such as experts), you agree that we are under no obligation to become involved. In the event that you have a dispute with one or more other users, you release us, our officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor."
9. Paid Services, Payments and Billing.
a. Paid Services. Certain portions of our Services may be accessible through a paid subscription now or in the future collectively referred to as “Paid Services.” For more information on our subscription plans, please see our website for a description of the current Paid Services. Any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of this Agreement and covered by the Terms of Service. Additionally we may from time to time deem it necessary to change our subscription fees and billing methods. We will provide you with notice of any change in your pricing at least thirty (30) days in advance at which time you will have the option to accept the change or terminate your subscription (Paid Services) portion of your account with Aisle Planner Inc.
b. Billing. We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the specific Payment Processor that is processing the payments, which, are in addition to the terms specific to this Agreement. By choosing to use a Paid Service(s) of Aisle Planner Inc., you agree to pay Aisle Planner Inc., for the services selected, in accordance with the applicable payment terms and you authorize us (Aisle Planner Inc.), through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method.
c. Payment Methods. Paid Services provided through Aisle Planner Inc., are processed through our partnership with our Payment Processor. The payment types/options are determined by the Payment Processor and Aisle Planner Inc.
We reserve the right to add or delete payment methods and/or modify requirements for any payment methods. We will provide you with notice of any changes to payment methods at least thirty (30) days in advance of any changes being enacted and will do our best to provide alternatives to ensure uninterrupted access to services.
d. Recurring Billing. Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation.
THROUGH ACCEPTANCE OF OUR TERMS OF SERVICE, YOU AUTHORIZE AISLE PLANNER INC. TO SUBMIT PERIODIC CHARGES (E.G., MONTHLY) ACCORDING TO YOUR SELECTED SUBSCRIPTION PLAN WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) OF TERMINATION OF THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. YOU MAY TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD FROM THE SUBSCRIPTIONS & BILLING TAB, WITHIN YOUR USER SETTINGS MENU.
e. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USERNAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE FROM THE SUBSCRIPTIONS & BILLING TAB, WITHIN YOUR USER SETTINGS MENU. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.
f. Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
g. Reaffirmation of Authorization. Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.
10. Payment Processing Services.
a. Payment Processing. As part of the Paid Services, you may be able to request payments and send and receive payments through the Services to other users of the Services or third parties. Payment Processing Services are provided by Stripe, Inc. and WePay, a Chase Company. Stripe, Inc. and WePay (“Payment Processor”, “Merchant Service Provider” or “Payment Processing Platform”) are not a part of us or our affiliates and we are not responsible or liable for any transactions that take place through the Services or liable for collecting, processing or paying any fees relating to the transactions processed via the Payment Processing Services.
b. Setup. You must set up you payment services account (“Merchant Account”)within the Payment Processor via the Services, which may require identity verification for you personally (and/or) the business entity you represent, which may include asking user to provide a form of government identification (e.g. driver’s license or passport), business registration documentation, personal identifiers such as (but not limited to) your date of birth, your address, and other information requiring you to take steps to confirm ownership of your business identity, your domain, email address and bank account, as well as Payment Methods or methods of receiving payment; or attempting to screen your information against third party databases for the purpose of identity verification. We reserve the right to close, suspend, or limit access to the Payment Processing Services in the event we are unable to obtain or verify any of this information.
c. Taxes. You are responsible for any and all taxes, government fees and/or other transaction related fees. We are NOT responsible or liable for collecting, documenting, processing or payment of any fees relating to the transactions processed through the Services.
d. Processing Fees. Processing fees relating to Payment Processing Services can be found in our Help Center.
e. Processing Transactions. Disputes, Refunds, Reversals. You may only submit Charges through the Payment Processing Services that are authorized by your Customers. To enable us to process Transactions for you, you authorize and direct us, our affiliates, the Payment Method Providers and Payment Method Acquirers to receive and settle any payment processing proceeds owed to you through the Payment Processing Services. Except where the Payment Processor and a Customer have otherwise agreed, you maintain the direct relationship with your Customers and are responsible for: (i) acquiring appropriate consent to submit Charges through the Payment Processing Services on their behalf; (ii) providing confirmation or receipts to Customers for each Charge; (iii) verifying Customers’ identities; and (iv) determining a Customer’s eligibility and authority to complete Transactions. However, even authorized Transactions may be subject to a Dispute. As such, You accept full liability and financial responsibility for returning any disputed payments to the card issuer. Aisle Planner and the Payment Processor are not responsible for or liable to you for authorized and completed Charges that are later the subject of a Dispute, Refund, or Reversal, are submitted without authorization or in error, or violate any Laws.
You are immediately responsible to Aisle Planner Inc., Payment Processing Services and the Payment Method Provider for all Disputes, Refunds, Reversals, Returns, or Fines regardless of the reason or timing. We may decline to act upon a Refund instruction, or delay execution of the instruction, if: (i) it would cause your Merchant Account balance to become negative; (ii) you are the subject of Bankruptcy Proceedings; or (iii) where we otherwise believe that there is a risk that you will not meet your liabilities under this Agreement (including with respect to the Charge that is the subject of the Refund instruction).
In many but not all cases, you may have the ability to challenge a Dispute by submitting evidence through Aisle Planner’s self service dispute resolution portal within your Account for payments accepted through WePay. For payments accepted through Stripe, you may have the ability to challenge a Dispute by submitting evidence through an Aisle Planner customer care agent at firstname.lastname@example.org. We may request additional information to provide to Payment Method Providers and Payment Method Acquirers to assist you in contesting the Dispute, but we cannot and will not guarantee that your challenge will be successful.
f. Liability. By applying for and agreeing to use our payment processing platform, you willfully and knowingly accept and assume full liability for any and all charges (and associated fees) relating to the processing of payments through the payment processing platform. This includes but is not limited to losses that may occur from fraud, disputes or other that result in a reversal of charge. A Reversal for a Charge may be issued if the Charge is made without the account owner’s authorization or in connection with a Prohibited Business, violates the applicable Payment Method Rules, or for other applicable reasons. If a Reversal is issued, we will provide you Notice and a description of the cause of the Reversal. Aisle Planner and the Payment Processor do not and will not insure you against losses caused by fraud, disputes or other issues that would cause a reversal of charge. In the event of a reversal of charge, you agree to pay, reimburse and/or settle any outstanding money owed to Aisle Planner Inc. and/or the Payment Processor, regardless of circumstance, within 30 days.
g. Your Relationship with Your Customers. You may only use the payment processing platform for transactions relating directly to the products or services offered to your customers through Aisle Planner Inc. If it is determined at any time you are using the payment processing system to process payments for products or services of any kind not related to the products and services you publicize and sell through Aisle Planner, we reserve the right to suspend and ultimately terminate the users (subscribers) account.
Aisle Planner provides access to payment processing services to you but we have no way of knowing if any particular purchase, sale, donation, order, or other transaction (each a “Transaction”) is accurate or complete, or typical for your business. You are responsible for knowing whether a Transaction initiated by you or your Customer is erroneous (such as a Customer purchasing one item when they meant to order another) or suspicious (such as unusual or large purchases, or a request for delivery to a foreign country where this typically does not occur). If you are unsure if a Transaction is erroneous or suspicious, you agree to research the Transaction and, if necessary, contact your Customer before fulfilling or completing the Transaction. You are solely responsible for any losses you incur and liable for any costs incurred by Aisle Planner Inc. on your behalf due to erroneous or fraudulent Transactions in connection with your use of the Services.
Aisle Planner is not responsible for the products or services you publicize or sell, or that your Customers purchase using the Services. You affirm that you are solely responsible for the nature and quality of the products or services you provide, and for delivery, support, refunds, returns, and for any other ancillary services you provide to your Customers.
h. Cardholder Data Security. For the security of Cardholder Data that is collected, transmitted, stored, or processed by Us and Payment Processing Services on Your behalf, you acknowledge and agree that you are prohibited from entering or storing cardholder data into any form or data entry fields in your Account, except into appropriate fields intended solely for that purpose. Appropriate fields are clearly marked with labels such as “card number” and it is not permissible to store cardholder data in fields with labels such as “note.” You assume all responsibility for any cardholder data entered into your Account in violation of this Agreement. “Cardholder Data” is defined as being the cardholder’s bank account or card number, and where a full unmasked card number is present, any of the cardholder name, expiration date, and/or billing address, city and postal code.
i. Tracking Payments Collected Outside of Aisle Planner. We allow you to track manual check and cash payments as well as payments received and refunds issued outside of the Payment Processing Services and your Account and apply these payments to your invoices within your Account. We do not warrant that these records are accurate, complete, reliable, current or free of errors.
j. Suspension and Termination of Payment Processing Services. We reserve the right to suspend access to the Payment Processing Services and your ability to access funds in your Merchant Account, or terminate this Agreement, if (i) we determine in our sole discretion that you are ineligible for the Services because of significant fraud or credit risk, or any other risks associated with your Account; (ii) you use the Services in a prohibited manner or otherwise do not comply with any of the provisions of this Agreement; (iii) any Law, Payment Method Provider or Payment Method Acquirer requires us to do so; or (iv) we are otherwise entitled to do so under this Agreement.
k. Effects of Termination. Termination does not immediately relieve you of obligations incurred by you under this Agreement. Upon termination, you agree to (i) complete all pending Transactions, (ii) stop accepting new Transactions. Your continued or renewed use of the Services after all pending Transactions have been processed serves to renew your consent to the terms of this Agreement. If you terminate this Agreement, we will pay out any remaining funds owed to you. In addition, upon termination you understand and agree that (i) all licenses granted to you by Aisle Planner and Payment Processing Services under this Agreement will end; (ii) we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers; (iii) we will not be liable to you for compensation, reimbursement, or damages related to your use of the Services, or any termination or suspension of the Services or deletion of your information or account data; and (iv) you are still liable to us for any Fees or fines, or other financial obligation incurred by you or through your use of the Services prior to termination.
11. Account Termination
a. If you wish to terminate your Account, you may do so by following the instructions on the Site or through the Services. Any fees paid hereunder are non-refundable and are not prorated. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity and limitations of liability. For more information regarding our current specific termination policies, please visit our Help Center or contact us at email@example.com.
For all cancelled subscriptions, voluntarily closed accounts, involuntarily closed accounts or abandoned accounts, we reserve the right to terminate access to all or any part of the Services and permanently delete any and all data associated with your account, this includes but is not limited to User Content and Marketplace Listings.
b. If it is determined that you have violated the Terms of Service, we reserve the right to terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your Account. This includes our right to force forfeiture of any username or Account that becomes inactive, delinquent, violates trademark, or may mislead other users.
c. For unpaid accounts with access to Aisle Planner’s free features, as a courtesy, we will maintain the data for up to ninety days (90) regardless of activity. If there is no activity in an Account for ninety consecutive days (90), we reserve the right to terminate the account and delete any and all data associated with your account. Before doing so, we will attempt to notify you via electronic correspondence by emailing the registered email address. If you do not respond to the notice within the time period specified in the notice, we may close your Account and delete any and all data associated with your account.
12. Warranty Disclaimer.
a. We have no special relationship with or fiduciary duty to you. You acknowledge that We have no duty to take any action regarding:
i. which users gain access to the Services;
ii. what Content you access via the Services; or
iii. how you may interpret or use the Content.
b. You release us from all liability for you having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Services.
c. THE SERVICES AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.
You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Services, Content, or otherwise from your User Content, violation of these Terms of Service, or infringement by you, or any third party using your Account or identity in the Services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
14. Limitation of Liability.
IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE GREATER OF (A) FEES PAID TO US FOR THE PARTICULAR SERVICES DURING THE IMMEDIATELY PREVIOUS THREE (3) MONTH PERIOD OR (B) $500.00.
15. ARBITRATION CLAUSE & CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS
a. Arbitration. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS OF SERVICE, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION'S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT TO THE EXTENT THAT YOU HAVE IN ANY MANNER VIOLATED OR THREATENED TO VIOLATE OUR INTELLECTUAL PROPERTY RIGHTS, WE MAY SEEK INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT IN THE STATE OF CALIFORNIA. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. As an alternative, you may bring your claim in your local “small claims” court, if permitted by that small claims court's rules and if within such court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. You may bring claims only on your own behalf. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either we or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Service. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or these Terms of Services must be filed within one (1) year after such claim of action arose or be forever banned.
b. Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with us.
16. Governing Law and Jurisdiction.
These Terms of Service shall be governed by and construed in accordance with the laws of the State of California, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of San Diego County, California.
We reserve the right, in our sole discretion, to modify or replace any of these Terms of Service, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will timely provide notice of modifications, it is also your responsibility to check these Terms of Service periodically for changes. Your continued use of the Services following notification of any changes to these Terms of Service constitutes acceptance of those changes, which will apply to your continued use of the Services going forward. Your use of the Services is subject to the Terms of Service in effect at the time of such use.
a. Entire Agreement and Severability. These Terms of Service are the entire agreement between you and us with respect to the Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder
b. Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
c. Assignment. These Terms of Service are personal to you, and are not assignable, transferable or sub-licensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.
d. Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect.
e. Notices. Unless otherwise specified in these Terms of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to firstname.lastname@example.org.
f. No Waiver. Our failure to enforce any part of these Terms of Service shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Service. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Service to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
g. Headings. The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation.
Contact. You may contact us at the following address: P.O. Box 34 Cardiff By the Sea, CA 92007
Effective Date of Terms of Service: March 1, 2020.