CM-2026-080 - 3/20/2026 Plan-It License Agreement
These Software Terms of Use ("Terms of Use") govern your use of the Plan-It web-based
software (the "Software"), including all user manuals, technical manuals, and any other
materials provided by Licensor, in printed, electronic, or other form, that describe the Software
or its use or specifications (the "Documentation") provided to you for use pursuant to and
subject to a software license agreement (the "Agreement") between PLAN IT SOFTWARE LLC
("Licensor") and your employer or other person or entity who owns or otherwise lawfully controls
the computer on which the Software is used ("Licensee").
SOFTWARE SERVICE LICENSE PROTECTION
• License Grant. Subject to your compliance with this Agreement, Licensor hereby grants
you a non-exclusive, non-transferable, non-sublicensable, license to use the Software
solely in accordance with the Documentation, as installed on the equipment provided by
Licensee and for Licensee's internal business purposes.
Term. This Agreement shall commence on April 1, 2026 (the "Effective Date") and shall remain
in effect for a period of five (5) years, expiring on February 28, 2031, unless earlier terminated
as provided herein.
Agreement Termination. Either party may terminate this Agreement, with or without cause,
upon sixty (60) days' prior written notice to the other party.
Intellectual Property. You acknowledge that the Software is provided under license, and not
sold, to you. You do not acquire any ownership interest in the Software under this Agreement, or
any other rights to the Software other than to use the Software in accordance with the license
granted under this Agreement, subject to all terms, conditions, and restrictions. Licensor
reserves and shall retain its entire right, title, and interest in and to the Software and all
intellectual property rights arising out of or relating to the Software, subject to the license
expressly granted to the Licensee in this Agreement. You shall use commercially reasonable
efforts to safeguard all Software, including all copies thereof, from infringement,
misappropriation, theft, misuse, or unauthorized access.
LIMITATIONS
• Annual Subscription Service. The Software is provided exclusively on an annual
subscription basis, governed by the terms of this agreement, and is non-transferable. It
may not be resold, redistributed, or sublicensed without the express prior written consent
of Licensor. Unauthorized resale, redistribution, or sublicensing may result in the
enforcement of Licensor's rights under applicable law.
• Authorized Users. Access to the Software is strictly limited to the number of authorized
users expressly designated in your annual subscription plan. These users have full edit
access to create, modify, and manage your CIP data. View-Only Users (unlimited, at
no additional cost): Licensee can add unlimited view-only users, including Licensee
employees outside the core team or even external stakeholders (example, consultants,
board members, etc.) who need to review plans and reports, data. Sharing login
credentials or granting access to unauthorized individuals is strictly prohibited and
constitutes a material breach of this agreement, which may result in immediate
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termination of the subscription and enforcement of Licensor's rights under applicable
law.
• Service Modification. You may not, without the prior written consent of Licensor: (a)
modify, translate, adapt, or create derivative works or improvements, whether patentable
or not, of the Software or any part thereof; (b) combine or incorporate the Software or
any part thereof with or into any other programs; (c) reverse engineer, disassemble,
decompile, decode, or otherwise attempt to derive or access the source code of the
Software or any part thereof; or (d) remove, delete, alter, or obscure any trademarks,
copyright, patent, or other intellectual property or proprietary rights notices included on or
in the Software or its Documentation, including any copies thereof. Any violation of these
restrictions constitutes a material breach of this agreement, which may result in
immediate termination of the subscription and enforcement of Licensor's rights under
applicable law.
• Third-Party Access. Subject to the Authorized Users provision above, Licensee may
not rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise
provide any access to or use of the Software or any features or functionality of the
Software, for any reason, to any other person or entity, including any subcontractor,
independent contractor, affiliate, or service provider of Licensee, whether or not over a
network and whether or not on a hosted basis, including in connection with the internet,
web hosting, wide area network (WAN), virtual private network (VPN), virtualization,
time-sharing, service bureau, software as a service, cloud, or other technology or
service;
• Support Services. Licensor may, at its discretion, provide technical assistance for the
Software through designated channels, including online help resources, email support,
or other methods as specified. The use of such support services is subject to Licensor's
prevailing support policies, as amended from time to time, and does not guarantee
resolution of all issues. Any violation of these policies may result in suspension or
termination of support services at Licensor's sole discretion.
DATA SECURITY AND PRIVACY
Plan It Software LLC, as Licensor, implements robust, industry-standard security measures to
protect data entered into the Software by Licensee, ensuring its confidentiality, integrity, and
availability. All business and technical data provided by Licensee shall be deemed confidential
and used by Licensor solely for the purpose of delivering the contracted services, except as
otherwise permitted by this agreement. Licensor may disclose such data only with Licensee's
prior written consent, as required by applicable law, regulation, or valid judicial order, or as
necessary for Licensor's internal operational purposes, including but not limited to service
enhancements, analytics, or compliance with Licensor's policies. Licensor shall have no liability
for disclosures made in accordance with this clause or for data breaches resulting from
Licensee's failure to comply with applicable security protocols or usage guidelines.
Upon termination of this Agreement for any reason, the Licensee shall have the right to retrieve
all of their data, in a commercially reasonable format, from the Licensor's systems. The Licensor
agrees to provide access to such data and any necessary assistance to facilitate the retrieval,
provided that the Licensee makes such request within sixty (60) days of the effective date of
termination. After such period, the Licensor may delete or archive such data in accordance with
its standard data retention policies, unless otherwise required by applicable law.
SERVICE AVAILABILITY
Licensor is committed to providing reliable and consistent access to the Software. We maintain
robust infrastructure and monitoring systems designed to achieve 99.9% uptime availability. Our
service level commitment includes:
• Infrastructure Reliability: We utilize enterprise-grade hosting infrastructure with
redundant systems and automated failover capabilities to minimize service interruptions.
• Proactive Monitoring: Our systems are continuously monitored 24/7 to identify and
address potential issues before they impact service availability.
• System Updates: Software updates and enhancements are deployed seamlessly
without service interruption through our continuous deployment infrastructure.
• Service Commitment: We maintain enterprise-grade systems and processes designed
to deliver consistent, reliable service availability throughout your subscription period.
Notwithstanding these efforts, the Software is provided on an "as available" basis. Licensor
does not guarantee uninterrupted or error-free access to the Software, as service availability
may be affected by factors beyond Licensor's reasonable control, including but not limited to
internet connectivity disruptions, force majeure events, or essential emergency maintenance.
Licensor shall not be liable for any interruptions or downtime resulting from such factors, and
Licensee acknowledges that access to the Software is subject to these limitations.
LIMITATION OF LIABILITY
Licensor's total cumulative liability for any and all claims arising under or related to this
Agreement, whether in contract, tort, strict liability, or otherwise, shall not exceed the total
amount actually paid by you for the Software in the twelve months immediately preceding the
event giving rise to such claim.
MISCELLANEOUS
Complete Agreement. This Agreement constitutes the entire understanding between Licensee
and Plan It Software LLC, as Licensor, with respect to the subject matter hereof and supersedes
all prior or contemporaneous agreements, whether written or oral, relating to the Software. Any
previous discussions, representations, or understandings not expressly included in this
agreement are null and void.
Execution Format. This Agreement may be executed in counterparts, each of which is deemed
an original, but all of which constitutes one and the same agreement. Delivery of an executed
counterpart of this Agreement electronically or by facsimile shall be effective as delivery of an
original executed counterpart of this Agreement.
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