Terms Of Use

BINDING EFFECT

This terms of use (“Terms of Use”) is a binding agreement. By using the Internet site located at www.planchat.us (the “Site”) or any services provided in connection with the Site (the “Service”), you agree to abide by these Terms of Use, as they may be amended by PlanChat, Inc., a Delaware corporation (“PlanChat” or the “Company”) from time to time in its sole discretion.

You understand that a significant portion of PlanChat’s business is facilitating transactions with third parties, and your rights and obligations with respect to such third party transactions, along with PlanChat’s role therein, are addressed below in these Terms of Use. By clicking the “I ACCEPT” button or accessing or using the Site or any services offered or materials available thereon, you, the user, are agreeing to be bound by the terms and conditions set forth herein, as well as any changes made thereto that Company may publish from time to time. If you do not agree to all of the terms and conditions contained in the Terms of Use, do not access or use this Site.

PlanChat may change the Terms of Use, the Privacy Policy and other guidelines and rules posted on the Site from time to time at its sole discretion. Company will use reasonable efforts to notify you of any material changes to any of these Terms of Use, but your continued access or use of the Site constitutes your acceptance of the changes. Your access and use of the Site will be subject to the most current version of the Terms of Use, rules and guidelines posted on the Site at the time of such use. Please regularly check the “Terms of Use” to view the then-current terms. If you breach any of the Terms of Use, your authorization to access or use this Site automatically terminates It is your responsibility to review these Terms of Use periodically, and if at any time you find these Terms of Use unacceptable, you must immediately leave the Site and cease all use of the Service and the Site. YOU AGREE THAT BY USING THE SERVICE YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT. Children under the age of 13 are not allowed to use any PlanChat Service. You must be a human to register.

Accounts registered by “bots” or other automated methods are not permitted. You also represent and warrant that any registration information that you submit to PlanChat is true, accurate and complete, and you agree to maintain its accuracy and immediately notify PlanChat if any information is inaccurate.

PRIVACY POLICY AND PASSWORD.

PlanChat respects your privacy and permits you to control the treatment of your personal information. A complete statement of PlanChat’s current privacy policy (the “Privacy Policy”) can be found by clicking here: www.planchat.us. PlanChat’s Privacy Policy is expressly incorporated into this Agreement by this reference. PlanChat may revise the Privacy Policy at any time, and the new versions will be available at the above link. If at any point you do not agree to any portion of the Privacy Policy, you must immediately stop using the PlanChat Service.

When you are required to open an account to use or access the Site or Products or Service, you must complete the registration process by providing the complete and accurate information requested on the registration form. You will also be asked to provide a user name and password. You are entirely responsible for maintaining the confidentiality of your password. You may not use the account, username, or password of someone else at any time. You agree to notify PlanChat immediately on any unauthorized use of your account, user name, or password. PlanChat shall not be liable for any loss that you incur as a result of someone else using your password, either with or without your knowledge. You may be held liable for any losses incurred by PlanChat, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of your account or password.

USE OF SOFTWARE.

PlanChat may make certain software available to you from the Site. If you download software from the Site, the software, including all files and images contained in or generated by the software, and data (collectively, “Software”) are deemed to be licensed to you by PlanChat, for your personal, noncommercial, home use only. PlanChat does not transfer either the title or the intellectual property rights to the Software, and PlanChat retains full and complete title to the Software as well as all intellectual property rights therein. You may not sell, redistribute, or reproduce the Software, nor may you decompile, reverse-engineer, disassemble, or otherwise convert the Software to a human-perceivable form. All trademarks and logos are owned by PlanChat or its licensors and you may not copy or use them in any manner.

PlanChat makes the Site and the Products, Materials and Services available for your access, download, purchase and/or use, as applicable, and solely in connection with your activities on the Site and further subject to these Terms of Use. Your rights in the Site, Products, Services and Materials are limited solely to those rights expressly granted to you herein. “Materials” means all information, data, documents (e.g. datasheets, technical information publications, product updates, customer service updates, etc.), communications, downloads, files, text, images, photographs, graphics, videos, webcasts, publications, content, tools, resources, software, code, advertising materials, promotional materials, contest materials, pricing information and programs made available or enabled via the Site by PlanChat. “Services” means all services and resources offered, made available or enabled via the Site by PlanChat, or third party service providers featured on the Site, including any software and software-as-a-service made available on the Site. “Products” means all products and goods offered, made available, advertised, sold or enabled via the Site by PlanChat, or third party product providers featured on the Site. PlanChat hereby grants to you a limited, revocable, non-exclusive right and license to access the Site, Materials and Services made available on the Site, along with any other content and services made available thereon, solely for (a) your personal use in connection with your social and/or travel needs, or (b) any other purpose clearly stated on the Site or in these Terms of Use, all in accordance with these Terms of Use or as otherwise authorized by PlanChat in writing.

PlanChat attempts to ensure that the Products, Materials, Services and other information featured on this Site are complete, accurate and current. Despite these efforts, the Products, Materials, Services and other information contained on this Site may occasionally be inaccurate, incomplete or out of date. Company makes no representations as to the completeness or accuracy of the Products, Materials, Services and other information, advice or recommendations made available on this Site, nor does it make any representations or warranties as to the quality or safety of any Products, Services, Materials or third party products or services offered or made available via the Site.

Peer to peer payment processing services for PlanChat Services are provided by Vemno and are subject to the Vemno User Agreement https://venmo.com/legal/us-user-agreement/ (collectively, the “Vemno User Agreement”). By agreeing to these terms and linking your PlanChat account with Vemno, you agree to be bound by the Vemno User Agreement, as the same may be modified by Vemno from time to time. As a condition of PlanChat enabling peer to peer payment processing services through Vemno, you agree to provide PlanChat accurate and complete information, and you authorize PlanChat to share it and transaction information related to your use of the payment processing services provided by Vemno.

USER CONTENT.

By posting, downloading, displaying, performing, transmitting, or otherwise distributing information, pictures, links, comments or other content (“User Content”) to the Site or Service, you are granting PlanChat, its affiliates, officers, directors, employees, consultants, agents, and representatives a license to use User Content in connection with the operation of the Internet business of PlanChat, its affiliates, officers, directors, employees, consultants, agents, and representatives, including without limitation, a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat User Content. You will not be compensated for any User Content. You agree that PlanChat may publish or otherwise disclose your user name in connection with your User Content. By posting User Content on the Site or Service, you warrant and represent that you own the rights to the User Content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute User Content. You grant PlanChat and its users a non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, store, display, reproduce, re-pin, modify, create derivative works, perform, and distribute your User Content you post on our Site or Service solely for the purposes of operating, developing, providing, and using PlanChat’s Products and Services. Nothing in these Terms shall restrict other legal rights PlanChat may have to User Content, for example under other licenses. We reserve the right to remove or modify User Content for any reason, including User Content that we believe violates these Terms of Use or our policies. Following termination or deactivation of your account, or if you remove any User Content from the Site, we may retain your User Content commercial purposes, and/or for backup, archival, or audit purposes. Furthermore, PlanChat and its users may retain and continue to use, store, display, reproduce, re-pin, modify, create derivative works, perform, and distribute any of your User Content that other users have stored or shared through PlanChat.

USE OF SERVICES AND AFFILIATED SITES.

Our Site contains links to third-party websites, advertisers, services, products, special offers, or other events or activities that are not owned or controlled by PlanChat. We act only as a facilitator for the airlines, hotels, lodging providers, car-rental companies, restaurants, tour operators, ground operators, entertainment and any other suppliers of travel, entertainment, tourist, and/or social services shown on our Site and in your itinerary. PlanChat has no control over, and no liability for any third party websites or materials. Because neither PlanChat nor the Site has control over the content and performance of these partner and affiliate sites, PlanChat makes no guarantees about the accuracy, currency, content, or quality of the information provided by such sites, and PlanChat assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those sites. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. Similarly, from time to time in connection with your use of the Site, you may have access to content items (including, but not limited to, websites) that are owned by third parties. You acknowledge and agree that PlanChat makes no guarantees about, and assumes no responsibility for, the accuracy, currency, content, or quality of this third party content, and that, unless expressly provided otherwise, these Terms of Use shall govern your use of any and all third party content. If you access any third party website, service, or content from PlanChat, you do so at your own risk and you agree that PlanChat will have no liability arising from your use of or access to any third-party website, service, or content.

The Site may contain Products and Services and features that are available to certain mobile phones or devices. Your carrier’s normal rates and fees apply. If PlanChat charges you for a mobile Service, you will first be notified and asked to accept any charges. Not all mobile Services will work with all carriers or devices. You should check the rates and services offered by your carrier. By using PlanChat’s mobile Services, you agree that we may communicate with you by electronic means to your mobile device and that certain information about your use of these Services may be shared with us. If you change or deactivate your mobile phone number, you must promptly update your account information to ensure that we don’t send your messages to a different person.

COMPLIANCE WITH INTELLECTUAL PROPERTY LAWS.

When accessing the Site or using the Products and Services, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Products and Services and the Site is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content (collectively, “Content”) in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any Content you provide or transmit, or that is provided or transmitted using your User ID. The burden of proving that any Content does not violate any laws or third party rights rests solely with you.

INAPPROPRIATE CONTENT.

You shall not make the following types of Content available. You agree not to upload, download, display, perform, transmit, or otherwise distribute any Content that:

(a) is libelous, defamatory, obscene, pornographic, abusive, or threatening;
(b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; or
(c) advertises or otherwise solicits funds or is a solicitation for goods or services;
(d) includes malicious content such as malware, trojan horses, viruses worms, time bombs, cancelbots, corrupted files, or similar software and/or the use of metatag searches of the website or the service, or otherwise interferes with any user’s access to the Service;
(e) is intended or does harass or bully other users;
(f) impersonates or misrepresents your affiliation with another user, person or entity, or is otherwise fraudulent, false, deceptive, or misleading;
(g) uses automated means to artificially promote content;
(h) involves the transmission of unsolicited mass mailing (“spam”), junk mail, chain letter, or similar;
(i) involves commercial or sales activities, such as advertising, contests, sweepstakes, or pyramid schemes;
(j) promotes commercial products or services (except as expressly permitted by PlanChat);
(k) interferes with the PlanChat Service, tampers with or attempts to probe, scan, or test for vulnerabilities in the Service or PlanChat’s computer systems or network, or breaches any of PlanChat’s security or authentication measures; or
(l) conflicts with the Terms of Use, as determined by PlanChat. You agree that PlanChat may also reclaim your username for any reason. PlanChat reserves the right to terminate your receipt, transmission, or other distribution of any such material using the Service, and, if applicable, to delete any such material from its servers. PlanChat intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms of Use or of any applicable laws.

COPYRIGHT INFRINGEMENT.

PlanChat has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Site or with the Service. PlanChat has adopted a policy that provides for the immediate suspension and/or termination of any Site or Service user who is found to have infringed on the rights of PlanChat or of a third party, or otherwise violated any intellectual property laws or regulations. PlanChat’s policy is to investigate any allegations of copyright infringement brought to its attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want PlanChat to delete, edit, or disable the material in question, you must provide PlanChat with all of the following information:

(a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
(b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
(c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Company to locate the material;
(d) information reasonably sufficient to permit PlanChat to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted;
(e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to PlanChat’s designated agent at:

Steven Lee
PlanChat, Inc.
1265 Battery Street, 5th Floor
San Francisco, CA 94111

ALLEGED VIOLATIONS.

PlanChat reserves the right to terminate your use of the Service and/or the Site at any time for any reason, with or without cause or notice to you. Upon termination, you continue to be bound by Section 2, and Sections 7-21. To ensure that PlanChat provides a high quality experience for you and for other users of the Site and the Service, you agree that PlanChat or its representatives may access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Site or the Service. PlanChat does not intend to disclose the existence or occurrence of such an investigation unless required by law, but PlanChat reserves the right to terminate your account or your access to the Site immediately, with or without notice to you, and without liability to you, if PlanChat believes that you have violated any of the Terms of Use, furnished PlanChat with false or misleading information, or interfered with use of the Site or the Service by others.

NO WARRANTIES.

PLANCHAT HEREBY DISCLAIMS ALL WARRANTIES. PLANCHAT IS MAKING THE SITE AVAILABLE “AS IS” WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SITE OR THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PLANCHAT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, AND/OR NONINFRINGEMENT. PLANCHAT DOES NOT WARRANT THAT THE SITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SITE OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

LIMITED LIABILITY.

PLANCHAT’S LIABILITY TO YOU IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PLANCHAT BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, GOOD WILL, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE OF THE SITE OR ANY OTHER MATERIALS OR SERVICES PROVIDED TO YOU BY PLANCHAT, (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE PRODUCTS OR SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; OR (C) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL PLANCHAT’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE PRODUCTS EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $100.00). This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of PlanChat and its affiliates shall be limited to the fullest extent permitted by law.

PROHIBITED USES.

PlanChat imposes certain restrictions on your permissible use of the Site and the Service. You are prohibited from violating or attempting to violate any security features of the Site or Service, including, without limitation: (a) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Service, the Site, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Site or Service, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;” (d) using the Site or Service to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (e) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Service; or (f) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by PlanChat in providing the Site or Service. Any violation of system or network security may subject you to civil and/or criminal liability.

INDEMNITY.

You agree to indemnify PlanChat for certain of your acts and omissions. You agree to indemnify, defend, and hold harmless PlanChat, its affiliates, officers, directors, employees, consultants, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from your access to or use of the Site, your violation of these Terms of Use, or your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity. PlanChat will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.

COPYRIGHT.

All contents of Site or Service are: Copyright © 2016 PlanChat, 1265 Battery Street, 5th Floor, San Francisco CA 94111. All rights reserved.

GOVERNING LAW AND ARBITRATION.

These Terms of Use shall be construed in accordance with and governed by the laws of the United States and the State of California, without reference to their rules regarding conflicts of law. You hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts in San Francisco County, California or the United States District Court for the Northern District of California, for any actions not subject to Arbitration. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and PlanChat are each waiving the right to a trial by jury and the right to participate in a class or multi-party action. This arbitration provision shall survive termination of these Agreements and the termination of your PlanChat account. For any dispute you have with PlanChat, you agree to first contact us and attempt to resolve the dispute with us informally. If PlanChat has not been able to resolve the dispute with you informally, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms by binding arbitration by the American Arbitration Association ("AAA") under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. Unless you and PlanChat agree otherwise, the arbitration will be conducted in the county where you reside. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules, except that PlanChat will pay for your reasonable filing, administrative, and arbitrator fees if your claim for damages does not exceed $75,000 and is non-frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property or unauthorized access to the Service. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND PLANCHAT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. Any arbitration must be commenced by filing a demand for arbitration with the AAA within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitations period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law. You and PlanChat agree that if any portion this Section is found illegal or unenforceable, that portion shall be severed and the remainder of the Section shall be given full force and effect.

SEVERABILITY;

WAIVER. If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms of Use to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of these Terms of Use shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

NO LICENSE.

Nothing contained on the Site should be understood as granting you a license to use any of the trademarks, service marks, or logos owned by PlanChat or by any third party.

CALIFORNIA USE ONLY.

The Site is controlled and operated by PlanChat from its offices in the State of California. PlanChat makes no representation that any of the materials or the services to which you have been given access are available or appropriate for use in other locations. Your use of or access to the Site should not be construed as PlanChat’s purposefully availing itself of the benefits or privilege of doing business in any state or jurisdiction other than California. We make no representations that our Site and Products are appropriate or available for use in other locations.

MODIFICATIONS.

PlanChat may, in its sole discretion and without prior notice: (a) revise these Terms of Use; (b) modify the Site and/or the Service; and (c) discontinue the Site and/or Service at any time. PlanChat shall post any revision to these Terms of Use to the Site, and the revision shall be effective immediately on such posting. You agree to review these Terms of Use and other online policies posted on the Site periodically to be aware of any revisions. You agree that, by continuing to use or access the Site following notice of any revision, you shall abide by any such revision.

INTEGRATION.

These Terms of Use, together with the Privacy Policy and any amendments and any additional agreements you may enter into with PlanChat in connection with the Products and Services, shall constitute the entire agreement between you and PlanChat concerning the Products and Services. Any additional or different terms or conditions in relation to the subject matter of the Terms of Use in any written or oral communication from you to PlanChat are void. You represent that you have not accepted the Agreements in reliance on any oral or written representations made by PlanChat that are not contained in this Terms of Use and Privacy Policy, as amended. If any provision of these Terms of Use is deemed invalid, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms of Use will remain in full force and effect.

NOTIFICATIONS.

PlanChat reserves the right to determine the form and means of providing notifications to you, and you agree to receive legal notices electronically if we so choose. We may revise these Terms of Use from time to time and the most current version will always be posted on our website. If a revision, in our sole discretion, is material we will notify you. By continuing to access or use the Products after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, please stop using the Products.

ACKNOWLEDGEMENT.

BY USING THE SERVICE OR ACCESSING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM.