Terms of Service

These Terms of Service (the  "Terms"  ) govern access to and use of the PlainVanilla website and service (the  "Service"  ) provided by Sherman Labs, LLC and its affiliates (  "PlainVanilla"  ,  "We"  , or  "Us"  ) to you. You may be either a visitor to our website or an individual or entity that creates an account or purchases or uses the Services (collectively,  "Customer"  ,  "You"  or  "Your"  ) as applicable. Please note that We reserve the right to change the Terms at any time, and, by using the Service subsequent to the effective date of such revision, You agree to be bound by the updated Terms.  If You do not agree to these Terms, please do not use the Service. By using our Services, You’re agreeing to be bound by these Terms, our Privacy Policy and our Acceptable Use Policy.

1.    OVERVIEW OF THE PlainVanilla SERVICES

PlainVanilla provides a suite of products and services that allow Customers to streamline complex transactions through innovative digital solutions such as online negotiation, electronic signature, and intelligent archiving. PlainVanilla also provides application programming interfaces (the "API") that allow Customers to build solutions within Customer’s websites, applications, or other properties.

2.    ACCOUNT REGISTRATION AND USE

2.1  Customer, its Authorized Users, and the entities represented by those Customers and/or Authorized Users (as defined below) may need to register for a PlainVanilla account to access or use PlainVanilla Service. Account information must be accurate, current, and complete, and will be governed by the PlainVanilla Privacy Policy. Customer agrees to keep this information up-to-date so that PlainVanilla may send notices, statements, and other information by email or through the Service. Customer must ensure that any passwords, and other access credentials (such as API tokens) for the PlainVanilla Service are kept strictly confidential and not shared with any unauthorized person. If any Authorized User stops working for Customer, Customer must immediately terminate that person’s access to its account and the PlainVanilla Service. Customer will be responsible for any and all actions taken using its and its users’ accounts, passwords or access credentials. Customer must notify PlainVanilla immediately of any breach of security or unauthorized use of its account. Accounts are granted to specific Customers and must not be shared with others. You may only use this Site and the Service if You are 18 years of age or older, able to legally agree to these Terms, and not a competitor to PlainVanilla (or developing any competing and/or similar products or services). You may also allow your Authorized Users (as defined below) to use and access the PlainVanilla Services on your behalf.

2.2  An "Authorized User" is defined as an individual person (e.g. employee, contractor, agent of a Customer) who is registered and permitted by a Customer to use the PlainVanilla Service subject to these Terms. Customer shall ensure that its Authorized Users comply with these Terms and Customer is responsible for all actions of its Authorized Users.

3.    USE AND ACCESS RIGHTS

3.1 Limited License.  Subject to these Terms, PlainVanilla grants to Customer a limited, non-exclusive, non-transferable license to use and access the PlainVanilla Service for its business purposes as expressly permitted in these Terms. 3.2 General Restrictions.   Customer must not (and must not allow any third party to): i.  rent, lease, copy, transfer, resell, sublicense, lease, time-share, or otherwise provide access to the PlainVanilla Service to a third party (except Authorized Users); ii.  incorporate the PlainVanilla Service (or any portion of such) with, or use it with or to provide, any site, product, or service; iii.  publicly disseminate information regarding the performance of the PlainVanilla Service (which is deemed PlainVanilla’s Confidential Information); iv.  modify or create a derivative work of the PlainVanilla Service or any portion of it; v.  reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any PlainVanilla Service, except to the extent expressly permitted by applicable law and then only with advance notice to PlainVanilla; vi.  break or circumvent any security measures, rate limits, or usage tracking (such as event tracking) of the PlainVanilla Service, or configure the PlainVanilla Service (or any component thereof) to avoid storage of signed Agreements or to otherwise avoid incurring fees; vii.  distribute any portion of the PlainVanilla Service excepted as permitted herein; viii.  access the PlainVanilla Service for the purpose of building a competitive product or service or copying its features or user interface; ix.  use the PlainVanilla Service for purposes of product evaluation, benchmarking, or other comparative analysis intended for publication without PlainVanilla’s prior written consent; or x.  remove or obscure any proprietary or other notices contained in the PlainVanilla Service, including in any reports or output obtained from the PlainVanilla Service. xi.  use or permit the PlainVanilla Service to be used for any illegal or misleading purpose, or any manner inconsistent with these Terms. ‍

4.    OWNERSHIP AND FEEDBACK

4.1   Customer Data.   As between the parties, Customer retains all right, title, and interest (including any intellectual property rights) in and to the content that Customer uploads into the PlainVanilla Service (excluding any PlainVanilla intellectual property) (the "Customer Data"). Customer hereby grants PlainVanilla a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Customer Data to the extent necessary to provide the PlainVanilla Service or as otherwise permitted in these Terms. Customer expressly authorizes PlainVanilla to use and process Customer Data (including any Confidential Information contained therein) as described in these Terms and in our Privacy Policy, which provides for, but is not limited to, delivering and sharing content and/or completed documents as directed by Customer’s use of the PlainVanilla Services with third parties (e.g. individuals/legal entities) that Customer invites to view, approve or sign such contents and documents. These licenses and permissions extend to the trusted third parties with whom we may work.

4.2   Aggregate/Anonymous Data.   Customer agrees that PlainVanilla will have the right to generate aggregate or anonymous data and that aggregate or anonymous data is owned by PlainVanilla, which PlainVanilla may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve PlainVanilla’s products and services and to create and distribute reports and other materials). For clarity, PlainVanilla will only disclose aggregate or anonymous data externally in a de-identified (anonymous) form that does not identify Customer or its Authorized Users, and that is stripped of all persistent or personal identifiers.

4.3   PlainVanilla Intellectual Property.  This is a subscription agreement for access to and use of the PlainVanilla Services. Customer acknowledges that it is obtaining only a limited right to use the PlainVanilla Services and that irrespective of any use of the words "purchase", "sale" or similar terms, no ownership rights are transferred to Customer under these Terms. Customer agrees that PlainVanilla (and its suppliers) retain all rights, title and interest (including all intellectual property rights) in and to all PlainVanilla Services, and all related or underlying documentation, technology, code, know-how, logos, templates, anything delivered as part of support of other services, and any updates, modifications, or derivative works of any of the foregoing (all of which is deemed PlainVanilla’s Confidential Information) and that PlainVanilla reserves any licenses not specifically granted in these Terms. The PlainVanilla Service is offered as an online, hosted product. Accordingly, Customer acknowledges and agrees that it has no right to obtain a copy of the software behind any PlainVanilla Service and that PlainVanilla at its option may make updates, bug fixes, modifications or improvements to the PlainVanilla Service from time to time.

4.4 Trademarks.  SHERMAN LABS, PLAINVANILLA, and other marks and logos used on this Site are trademarks of Sherman Labs, LLC, who reserves all trademark rights in those marks in the US and elsewhere ("Our Marks"). You may not copy, imitate, or use, in whole or in part, Our Marks without our prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress owned by us, and may not be copied, imitated, or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned herein are the property of their respective owners, and may not be copied, imitated or used, in whole or in part without the prior written permission of such respective owners. Any request for grant of a license to use Our Marks or other aspects of this Site is subject to prior approval, and should be addressed to us at: info@plainvanilla.co.

4.5   Feedback.   If Customer elects to provide any suggestions, comments, improvements, information, ideas or other feedback or related materials to PlainVanilla (collectively, "Feedback"), Customer hereby grants PlainVanilla a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute, and exploit any Feedback in any format and in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in these Terms limits PlainVanilla’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

‍ 5. ELECTRONIC SIGNATURE

Any electronic signature hereto or to any other agreement or document between the parties, and any electronic signature You submit through your use of the PlainVanilla Services, shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law. By providing electronic signatures through the PlainVanilla Services, You agree that the mark will be the electronic representation of your signature whenever You use it and that the practices PlainVanilla uses to authenticate users are sufficient to verify that a specific person is the signer of a document. By using the PlainVanilla Services You also consent to do business electronically. You also understand that recipients of electronic documents You sign may be able to see your email address or other identifying information.

PlainVanilla is a universally accessible solution and can be accessed using an internet connection and any of the four major internet browsers: Chrome, Safari, Firefox, and Edge.

You will have the ability to download and print documents we send to You through the PlainVanilla Services immediately after a document is finalized for signature and for a limited period of time thereafter. At any time, You may request from us a paper copy of any record provided or made available electronically to You by us. To request a paper copy, You must send an email to Us at info@plainvanilla.co, and in the body of the request You must state your e-mail address, full name, postal address, and telephone number. The cost of printing and shipping the paper copy of any record shall be no less than $15 per document.

If You decide to receive notices and disclosures from us electronically, You may at any time change your mind and tell us that thereafter You want to receive required notices and disclosures only in paper format. How You must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

To inform Us that You no longer want to receive future notices and disclosures in electronic format, you may: (i) decline to sign the finalized document and print that agreement; (ii) send an email to info@plainvanilla.co and in the body of such request state your E-Mail address, full name, address, and telephone number. The consequences of your withdrawing consent are the inability to use some functionality of the PlainVanilla Services, including intelligent archiving, and that transactions may take a longer time to process.

By continuing to use the PlainVanilla Services, You are acknowledging Your consent to receive materials electronically.

6.    PRIVACY & SECURITY

6.1    Privacy Policy.   The information You provide to Us or that We collect will be used as described in these Terms and in the Privacy Policy (currently available here ). Please carefully read the Privacy Policy as it contains important details about Our collection, use and retention of information.

6.2   Security.   PlainVanilla protects your information from unauthorized use or disclosure by taking reasonable technical and organizational measures designed to secure our systems from unauthorized access, use or modification.

7. CUSTOMER OBLIGATIONS

7.1  Customer agrees to: (i) obtain all necessary rights, releases, and consents to allow Customer Data or other information (including any personal information) to be collected, used, and disclosed in the manner contemplated by these Terms and to grant PlainVanilla the rights and licenses set out in these Terms; (ii) use the PlainVanilla Service in compliance with PlainVanilla’s then-current Acceptable Use Policy (currently available  here ); and (iii) not take any action that would cause PlainVanilla, the PlainVanilla Service or APIs to become subject to any third-party terms (including open source license terms).

7.2  Customer represents and warrants that the collection, use, and disclosure of Customer Data will not violate any third-party rights, including intellectual property, privacy and publicity rights. Customer further represents and warrants that its collection and use of any personal information or data provided to PlainVanilla complies with all applicable data protection laws, rules, and regulations.

7.3  Customer acknowledges and agrees that as between PlainVanilla and Customer, Customer has exclusive control and responsibility for the content of all Customer Data. Customer is solely responsible for ensuring it complies with all such laws/regulations, and PlainVanilla has no obligations to make such determination or assist with fulfilling any requirements therein. You agree and understand that we do not and will not render legal advice or offer legal counsel or representation, and that nothing on the Site or Content shall create an attorney-client relationship. You expressly acknowledge and agree that any information or materials on the Site or Content, including without limitation any sample agreement terms, do not constitute legal advice. None of our statements or representations shall be construed to be legal advice, and we advise You to always consult with your own attorney regarding any legal questions You may have.

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8.   PAYMENT TERMS

8.1   Recurring Charges.   By signing up for an account, Customer authorizes PlainVanilla to charge Customer’s payment method on a recurring basis without an invoice. Customer expressly authorizes PlainVanilla to charge its payment method (such as a credit card) for the applicable subscription charges and any and all applicable taxes and fees. Such authorization is effective until the end of the Subscription Term and any applicable Renewal Term, or until Customer cancels all of its subscriptions.

If Customer exceeds their subscription plan’s usage limits, Customer will be automatically upgraded into the next highest Subscription Plan and Customer expressly acknowledges and agrees that it will pay for the upgraded Subscription Plan. All upgrade fees and charges are non-refundable, even if Customer did not use the full usage allotment of the applicable Subscription Plan.

8.2   Taxes.   PlainVanilla’s fees are exclusive of all taxes, and Customer must pay any applicable sales, use, VAT, GST, excise, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of PlainVanilla. Customer will not deduct any applicable taxes from the payments to PlainVanilla, except as required by law. If such deduction is required by law, Customer will increase the amount payable as necessary so that after making all required deductions and withholdings, PlainVanilla receives and retains (free from any such liabilities) an amount equal to the amount it would have received had no such deductions and/or withholdings been required.

8.3   Purchase Orders.   Customer agrees that it will pay all amounts owed, including recurring charges, without requiring any purchase orders or reference(s) to purchase order numbers. If a purchase order is required, then Customer will promptly notify PlainVanilla at least thirty (30) days prior to such requirement and the parties will cooperate in good faith in implementing a billing process that includes references such purchase order numbers. Customer agrees that any purchase orders are for administrative purposes only and that any non-administrative terms (including, but not limited to legal, security, privacy, or finance terms) contained in its purchase order(s) do not apply to its purchase or use of PlainVanilla services.

8.4   No Refunds.  Subscription and usage or overage fees (and any other fees associated with the services, including higher subscription fees for upgrades) are non-refundable and non-creditable, except where required by law. PlainVanilla subscriptions may be cancelled, and such cancellations take effect at the end of your then-current subscription term. If You don’t pay for your subscription(s) on time, we reserve the right to suspend You.

8.5   Late Fees & Collection Costs.  Late payments may be subject to a service charge equal to the lesser of 1.0% per month of the amount due or the maximum amount allowed by law. Amounts due to PlainVanilla may not be withheld of offset by You against amounts due for any reason.

9.    TERM AND TERMINATION

9.1  Term.  These Terms are effective until all Subscription Terms for the PlainVanilla Service have expired or are terminated as expressly permitted herein.

9.2   Subscription Term and Renewals.  Customer agrees to pay applicable fees for the entire Subscription Term. Customer cannot cancel or terminate a Subscription Term except as expressly permitted by Section 9.4 (Termination for Cause). The subscription starts when Customer first obtains access to the PlainVanilla Service. Each Subscription Term will automatically renew for additional successive twelve (12) month periods unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.

9.3   Suspension of Service.  PlainVanilla may suspend Customer’s access to the PlainVanilla Services if Customer’s account is overdue. PlainVanilla may also suspend Customer’s access to the PlainVanilla Service or remove Customer Data if it determines that: (a) Customer has breached any portion of the Acceptable Use Policy, or (b) suspension is necessary to prevent harm or liability to other customers or third parties, or to preserve the security, stability, availability or integrity of the PlainVanilla Service. PlainVanilla will have no liability for taking action as permitted above. For the avoidance of doubt, Customer will remain responsible for payment of fees during any suspension period under this Section 9.3. However, unless these Terms have been terminated, PlainVanilla will cooperate with Customer to promptly restore access to the PlainVanilla Service once we verify that Customer has resolved the condition requiring suspension.

9.4   Termination for Cause.  Either party may terminate these Terms, including any related order form, if the other party: (i) fails to cure any material breach of these Terms (including a failure to pay undisputed fees) within thirty (30) days after written notice detailing the breach; (ii) ceases operation without a successor; or (iii) if permitted by applicable law, seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any of these proceedings are instituted against that party (and not dismissed within sixty (60) days thereafter).

9.5   Effect of Termination.  Upon any expiration or termination of these Terms: (i) Customer’s license rights terminate and it must promptly: (a) stop use of the PlainVanilla Service; (b) delete (or, at PlainVanilla’s request, return) any and all copies of any PlainVanilla Confidential Information in Customer’s possession, custody, or control; and (ii) Customer’s right to access any Customer Data in the applicable PlainVanilla Service will cease and PlainVanilla may delete the Customer Data at any time after 30 days from the date of termination. Except where these Terms specifies an exclusive remedy, all remedies under these Terms, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.

9.6   Survival.  The following Sections survive any expiration or termination of these Terms: 2 (Account Registration and Use); 3.2 (General Restrictions); 4 (Ownership and Feedback); 8 (Payment Terms); 9 (Term and Termination); 1 0 (Originators); 11 (Confidential Information); 12 (Indemnification Obligations); 1 3 (Limitations of Liability); 1 4 (Third-Party Products and Integrations); and 1 5 (General).

10.    ORIGINATORS

The PlainVanilla Service allows Customers to designate a third party (the “ Originator ”) to create, send, and negotiate (collectively, to “ Originate ”) documents on their behalf . Customers must specifically identify Origina tors to PlainVanilla prior to any Origination. Any document for which there is an Originator is the Customer Data of both the Originator and the Customer, and the document will be stored in both the Customer and Originator’s PlainVanilla instance. PlainVanilla shall not be liable for the actions of the Originator as a representative or agent of Customer. If the relationship between the Customer and Originator is terminated , Customer shall promptly notify PlainVanilla .

11.    CONFIDENTIAL INFORMATION

11.1 Confidential Information. "Confidential Information"  means all information, documents, materials and/or work product (whether written or oral) that are disclosed to the part receiving the Confidential Information (the  "Receiving Party"  ) by or on behalf of the party disclosing its Confidential Information (the  "Disclosing Party"  ) in connection with this Agreement or the provision or use of the PlainVanilla Service and that is, at the time of disclosure, non-public and the Disclosing Party designates in writing as being confidential to the Receiving Party or which, under the circumstances surrounding disclosure, would reasonably be expected to be deemed confidential by the Disclosing Party. Confidential Information includes, without limitation, financial data, business processes, product technologies, specifications, invention or design data, engineering drawings, and all other information disclosed or caused to be disclosed by the Disclosing Party, together with all summaries, copies or compilations thereof generated by or on behalf the Receiving Party that contain, reference, or reflect any Confidential Information. Confidential Information also includes the fact of the parties’ interest in the Purpose and the existence or terms of this Agreement.

11.2 Confidentiality Obligation.  The Receiving Party shall take reasonable security precautions, which security precautions are at least as great as the precautions it takes to protect its own confidential information but no less than reasonable care, to safely maintain, protect and keep confidential the Confidential Information disclosed by or on behalf of Disclosing Party; and shall use, reproduce, summarize and/or distribute Confidential Information disclosed by or on behalf of Disclosing Party solely in connection with this Agreement or the provision or use of the PlainVanilla Service.

11.3 Exclusions.  Confidential Information shall not include any information, however designated, that: (i) is, or subsequently becomes publicly available, without the Receiving Party’s breach of this Agreement; (ii) was lawfully within the Receiving Party’s possession prior to its being furnished by the Disclosing Party as established by written records; (iii) has been independently developed by the Receiving Party without reference to or reliance on the Confidential Information of the Disclosing Party, as established by written records; (iv) is used or disclosed with the prior written approval of the Disclosing Party.

11.4 Remedies.  Each Party recognizes that the unauthorized use or disclosure by the Receiving Party of any Confidential Information could cause irreparable harm to the Disclosing Party, the extent of which would be difficult and impracticable to assess, and that money damages alone would not be an adequate remedy for such breach. Accordingly, in addition to all other remedies available under the circumstances, each party shall be entitled to seek immediate injunctive and other equitable relief in any court of competent jurisdiction. Each Party recognizes and acknowledges that the other party has expended significant amounts of time, skill and money to develop, maintain and protect its Confidential Information and that such information gives such Party a significant competitive advantage over its competitors.

11.5 Ownership of Confidential Information.  All Confidential Information disclosed by or on behalf of Disclosing Party is and shall remain the property of Disclosing Party. By disclosing Confidential Information to the Receiving Party, Disclosing Party does not grant any express or implied right to the Receiving Party to the Confidential Information or any rights to or under any patents, copyrights, trademarks, or trade secret information. Disclosing Party reserves without prejudice the ability to protect its rights to the Confidential Information under any such patents, copyrights, trademarks, or trade secrets.

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12.    INDEMNIFICATION OBLIGATIONS

12.1   Indemnification by PlainVanilla.  PlainVanilla will defend, indemnify and hold Customer harmless against any loss, damage, or costs (including reasonable attorneys’ fees) in connection with claims, demands, suits, or proceedings ("Claims") made or brought against Customer by a third party alleging that the use of the PlainVanilla Service as contemplated hereunder infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; provided, however, that Customer: (a) promptly gives written notice of the Claim to PlainVanilla; (b) gives PlainVanilla sole control of the defense and settlement of the Claim (provided that PlainVanilla may not settle any Claim unless it unconditionally releases Customer of all liability); and (c) provides to PlainVanilla, at PlainVanilla’s cost, all reasonable assistance. PlainVanilla will not be required to indemnify Customer in the event of: (y) modification of the PlainVanilla Service by Customer in conflict with Customer’s obligations or as a result of any prohibited activity as set forth herein; or (z) use of the Service in a manner not otherwise contemplated by this Agreement. If Customer is enjoined from using the Service or PlainVanilla reasonably believe it will be enjoined, PlainVanilla will have the right, at its sole option, to obtain for Customer the right to continue use of the PlainVanilla Service or to replace or modify the PlainVanilla Service so that it is no longer infringing. If neither of the foregoing options is reasonably available to PlainVanilla, then use of the PlainVanilla Service may be terminated at the option of PlainVanilla.

12.2 Indemnification by Customer.  Customer agrees to defend, indemnify, and hold PlainVanilla, our affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third party claims, liability, damages, and costs (including, but not limited to, attorneys' fees) arising from or related to, as applicable: (a) Customer’s access to and use of the Site in violation of these Terms or the Acceptable Use Policy; and (b) infringement of any intellectual property or other right of any person or entity by Customer, provided, however, that PlainVanilla: (a) promptly gives written notice of the Claim to Customer; (b) gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle any Claim unless it unconditionally releases PlainVanilla of all liability); and (c) provides to Customer, at Customer’s cost, all reasonable assistance.

13.    LIMITATIONS OF LIABILITY

13.1    PLAINVANILLA PROVIDES THE SERVICE "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PLAINVANILLA MAKES NO (AND SPECIFICALLY DISCLAIMS ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED, OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH AN EVENT, SUCH EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CUSTOMER IN CONNECTION WITH THE PROVISION OF THE SERVICE.

13.2     IN NO EVENT SHALL PLAINVANILLA’S LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICE AND/OR THESE TERMS AND/OR ANY OTHER AGREEMENT BETWEEN THE CUSTOMER AND PLAINVANILLA EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO PLAINVANILLA TO USE THE SERVICE DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE CLAIM. IN NO EVENT SHALL PLAINVANILLA BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OR COSTS OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, GOODWILL, USE, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE AND/OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS.

14.    THIRD PARTY PRODUCTS AND CONTENT  PlainVanilla may provide, or third parties may provide, links to other third-party websites, services, or resources that are beyond our control. PlainVanilla is not responsible for these third-party products or content. PlainVanilla makes no representations or warranties as to the quality, suitability, functionality, or legality of any third-party products or third-party content to which links may be provided, and You hereby waive any claim You might have against us with respect to such. Customer agrees that PlainVanilla is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third-party products or third-party content.

15.    GENERAL

15.1   Assignment.  These Terms will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign these Terms without the advance written consent of the other party, provided, however, either party may assign these Terms in their entirety, without the other party’s consent to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, in which case the assignee must be capable of performing the obligations under these Terms and must agree to be bound by the terms and conditions of these Terms. Any attempt to transfer or assign these Terms except as expressly authorized under this Section 15.1 will be void.

15.2   Notices.  Any notice or communication under these Terms must be in writing. Customer must send any notices under these Terms (including breach notices) to PlainVanilla, in English, at the following address, info@plainvanilla.co, and include "Attention: Legal Notice" in the subject line. PlainVanilla may send notices to the email addresses on Customer’s account or, at PlainVanilla’s option, to Customer’s last-known postal address. PlainVanilla may also provide operational notices regarding the PlainVanilla Service or other business-related notices through conspicuous posting of the notice on Plain Vanilla’s website or the PlainVanilla Service. Each party consents to receiving electronic notices. PlainVanilla is not responsible for any automatic filtering Customer or its network provider may apply to emails.

15.3   Subcontractors.  PlainVanilla may use subcontractors and permit them to exercise the rights granted to PlainVanilla solely in order to provide the PlainVanilla Service and related services. These subcontractors may include, for example, PlainVanilla’s hosted service and email providers. However, subject to all terms and conditions of these Terms, PlainVanilla will remain responsible for: (i) compliance of its subcontractors with the terms of these Terms; and (ii) the overall performance of the PlainVanilla Service if and as required under these Terms.

15.4   Independent Contractors.  The parties to these Terms are independent contractors, and these Terms does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent. Non-parties do not benefit from and cannot enforce these terms. There are no third-party beneficiaries to these Terms.

15.5   Force Majeure.  Neither party will be liable for any delay or failure to perform its obligation under these Terms (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act.

15.6   Export Control.  Customer acknowledges that the PlainVanilla Service, documentation, website, and all related products, information, technology, and software are subject to export control laws and regulations of the United States (including, but not limited to, the US Export Administration Act, sanction regulations from the U.S. Department of Treasury Office of Foreign Assets Control ["OFAC"]), and of other jurisdictions. Customer is responsible for obtaining any required export or import authorizations for use of the PlainVanilla Service. Customer represents and warrants that it, its Affiliates, and its Authorized Users are not on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country. Customer must not access or use the PlainVanilla Service in violation of any U.S. export embargo, prohibition or restriction.

15.7   Amendments; Waivers.  Any modification or amendment to these Terms must be made in writing and executed by an authorized representative of each party. However, if PlainVanilla modifies these Terms during Customer’s Subscription Term, the modified version will take effect upon Customer’s next Subscription Term renewal. During a Subscription Term, PlainVanilla may update Privacy Policy, or Acceptable Use Policy from time-to-time to reflect process improvements or changing practices, and these changes will take effect thirty (30) days from the date of posting so long as they do not substantially diminish Customer’s rights or create substantial additional Customer obligations during a Subscription Term. No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms. Waivers must be made in writing and executed by an authorized representative of the waiving party. The waiver by either You or PlainVanilla of any breach of any provision of these Terms does not waive any other breach. The failure of any party to these Terms to insist on strict performance of any covenant or obligation in accordance with these Terms will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of these Terms.

15.8   Severability.  If any provision of these Terms is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that these Terms may otherwise remain in effect.

15.9   No Third-Party Rights.  Nothing in these Terms confers on any third party the right to enforce any provision of these Terms.

15.10   Entire Agreement.  These Terms represents the parties’ complete and exclusive understanding relating to the subject matter of these Terms. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the PlainVanilla Service or any other subject matter covered by these Terms. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to these Terms. Any terms provided by Customer (including as part of any purchase order or other business form used by Customer) are for administrative purposes only and have no legal effect.

15.11   Governing Law & Venue.  These terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of New York, U.S.A., without reference to its choice of law rules to the contrary.

Privacy Policy

This Privacy Policy describes how Sherman Labs LLC and its Affiliates (“PlainVanilla” or “we”) collect, use, and share personal information when you visit, www.plainvanilla.co or use the PlainVanilla Service (collectively, the “Site”). By interacting with the Site, you agree to and accept the practices described in this Privacy Policy.

Information We Collect

The Site does not automatically collect personal information about you. We may collect and maintain certain information about you if you elect to provide it to us. For example, you may provide information to us when you register an account on the Site, make purchases through the Site, submit information through engaging with the PlainVanilla Service or other software or services, request to receive email communications about our products and services, or other such circumstances. The types of information we may collect include, but are not limited to: name, street address, city, zip code, email address, phone number, company affiliation, information relating to the commercial contracts for which you use the Site, user trends in engaging with the Site, and your interests relating to us and our services.

If you ever want to review or update the information we have stored for you, simply send an email to info@plainvanilla.co and we will send you your profile to allow you to edit your personal information. The ability to edit or delete your information is limited by any existing contracts or tickets you have open through using the Site. We will ask for sufficient identification to assure that only you can access your profile.

How We Use Information We Collect

We use the information we collect for a variety of purposes, including, but not limited to, the following: completing your online purchases, other transactions, providing you with information you request, fixing mistakes in the Site and improving user experience, and analyzing trends in user engagement with the Site.

Financial Information: All payments and donations made on our Site are made through our payment gateway provider, Stripe. This financial information is used only to make specific payments requested by you, or to register you, at your request, for an ongoing subscription that requires automatic payments in the future. We do not retain financial information on our own servers.

The manner in which Stripe uses, stores, and discloses your financial information is governed by its own policies, as updated from time to time. We shall have no liability or responsibility for the privacy practices or other actions of Stripe. For further details, please review Stripe’s privacy policy at https://stripe.com/us/privacy.

Other Uses:  We may disclose information about you as required to comply with any law, regulation, or legal request; to protect the rights, property, and safety of us, our customers, or others; and/or to cooperate with any law enforcement investigation.

Cookies

The Site uses browser cookies in order to conduct its online transactions. Cookies are sets of information stored on your computer that help you interact with the website. Cookies can store tracking data about your browsing activity (such as registration or web pages visited), but cannot access any personal information from your browser and do not allow third parties (other than Stripe as discussed above) to access any of your customer information. If you do not want your computer to receive a cookie, or if you want your browser to notify you before receiving a cookie, you can configure your browser to do so by changing the cookie options in your browser's "Options" or "Preferences" menu. Please note that disabling cookies may limit your ability to use all of the features of the Site.

Changes to the Website and the Privacy Policy

Please note that the Site and this Privacy Policy may change from time to time, and the use of personal information that we gather is subject to the Privacy Policy in effect at the time of use. We encourage you to check the Site periodically to see recent changes.

Security

We make every effort to ensure the security of our network and systems. For your Internet security we use industry standard encryption practices.

Questions

If you have any questions, comments or complaints regarding these Terms or the Site, please contact us at info@plainvanilla.co or at:

Kirkland WA 98033

All rights not expressly granted herein are reserved.

Updated: 9/3/2019

Acceptable Use Policy

In connection with use of any PlainVanilla service, website or system (collectively, the “PlainVanilla Service”), you must not:

Without limiting any other remedies available to it, PlainVanilla may in its sole discretion suspend or terminate access to the PlainVanilla for violations of this Acceptable Use Policy, to prevent harm to other parties, or to preserve its security, availability or integrity.