Terms of Use Agreement

Terms and Definitions

The following terms shall have the meaning set forth below:

The Licensor - I/E NIKITA SHILNIKOV 

(Individual entrepreneur Nikita Shilnikov 

Identification Number:304642607

Registration Date:27/06/2022

Registering Authority: LEPL National Agency of Public Registry

Legal Address: Georgia, Tbilisi, Krtsanisi district, Ponichala 3 settlement, building 5

The Licensee - any individual/legal person that has the right to use the Software for their own benefit in accordance with the current legislation of the Democratic Republic of Georgia and this Agreement.

The Software - the Planado Software (in whole or in components) comprising of a web application and mobile applications for iOS, Android

The Website - the Licensor’s website on the Internet at the www.planadoapp.com address.

Authentication data - unique login and password of the Licensee, or a special API key that are used to access the Software. In case of authentication by login, the email address provided by the Licensee at the time of registration on the website and in the software, is used as login.

Authorization - the process occurring on the Licensor’s server and aimed at analyzing the authentication data inputted by the Licensee that results in defining if the Licensee has the non-exclusive right to use the Software. 

Authorized user - a user that is registered in the Software by the Licensor and that has been authorized in it at least once.

Account - an information resource that comprises data of one Software copy with a unique identifier used for grouping software objects for their joint display and operation.

Credentials - an email address of the Licensee, a password, first and last names.

User Account -  a record in the Licensor’s system (login with corresponding password, or a special API key) that stores data for identifying and authorizing the Licensee and an authorized user.

Login - a unique symbolic name of a Licensee’s or authorized user’s account.

1. Subject of agreement

1.1. The Licensor shall grant to the Licensee, for the period and on the conditions of the present Agreement, the non-exclusive license, namely the right to use the Software in terms of its features by reproducing the Software (connecting to the software via the Internet), exclusively for independent use, while retaining the right of the Licensor to grant licenses to other parties, only in the manner and under the conditions specified below (hereinafter referred to as the License), and the Licensee shall pay the fee to the Licensor and fulfill other conditions of the present Agreement

1.2 This Agreement is concluded at the time of installation and first launch of the Software and / or at the moment of receipt of funds to the Licensor's bank account, depending on which event occurs earlier, and shall be in force within the period of validity of the Licensee's non-exclusive right to it, and on the condition of the Licensee's proper compliance with terms of this Agreement.

1.3. The mandatory condition for concluding this Agreement is that the Licensee has the technical ability to use the Software.

1.4. From the moment of conclusion of this Agreement, the Licensee shall be considered as having read and accepted the terms and conditions of the Agreement in full and unconditionally.

1.5. The Licensor shall grant the Licensee with a non-exclusive right to use the Software without limitation in terms of territory in the manner and on the terms and conditions provided by the current legislation of the Democratic Republic of Georgia and this Agreement.

2. Intellectual property rights

2.1. All rights to the Software (including, but not limited to rights to other copyright objects included in the Software), accompanying materials and any copies of the Software shall belong to the Licensor, are regulated and protected by the intellectual property legislation of the Democratic Republic of Georgia and international law.

2.2. The Licensor shall warrant having all the rights required under this Agreement in order to grant them to the Licensee.

2.3. Licensor shall grant no rights other than those expressed by a direct statement.

3. Terms of use of the Software and the procedure for its provision

3.1. The Licensor grants Licensee with the right to use the Software solely for Licensee's business operations. The Licensee undertakes to use the Software only for purposes and in ways consistent with the current legislation of the Democratic Republic of Georgia.

3.2. The Licensee shall gain access to the Software after passing the registration procedure, as a result of which a unique User Account and Account shall be created for the Licensee. The Licensee independently adds Authorized Users by creating user accounts for them and granting access to the Account. The number of Authorized Users within one Account is determined by the type of license.

3.3. The Licensee guarantees that during registration, reliable and complete information about themselves and Authorized Users shall be provided in the registration form, and also undertakes to keep this information up to date. If the Licensee provides false information and / or if the Licensor has any reason to believe that the information provided is incomplete or unreliable, the Licensor shall have the right to suspend and / or delete the Licensee's user account, terminating the right of the latter to use the Software.

3.4. At the time of registration, the Licensee shall independently choose a login and password for accessing the User Account. The Licensor shall have the right to establish certain requirements for the login (for example, to set up a ban on the use of certain logins) and password (characters used, their quantity, etc.).

3.5. While choosing a password for the User Account, the Licensee or the Authorized User shall ensure its confidentiality and be responsible for its reliability (resistant to hacking).

3.6. All actions within or using the Software under the Licensee's User Account shall be considered as performed by the Licensee, except for cases that take place after the Licensor receives a notification from the Licensee about any unauthorized use of the Software under the Licensee's User Account or about any violation (suspicions of violation) of the confidentiality of the password, submitted in the manner prescribed by this Agreement. The Licensee shall assume the responsibility for all actions/inactions (as well as their consequences) committed under the User Account in the framework of using the Software, including cases of voluntary transfer to third parties or non-observance of confidentiality of data for accessing the User Account by third parties under any conditions (including contracts or agreements).

3.7. If any unauthorized access to the Software using the Licensee's User Account and / or any violation (suspicions of violation) of the confidentiality of the password is detected, the Licensee shall immediately notify the Licensor. For security purposes, the Licensee shall independently carry out a safe shutdown under their User Account (execute a “Logout” from the Account) at the end of each session with the Software. The Licensor shall not be held responsible for the possible loss of data, as well as other consequences of any type that may occur due to the Licensee’s violation of the provisions of this clause of the Agreement.

3.8. The Licensee shall independently install the Software on a smartphone or tablet and ensure access to the Internet for the device on which the Software is installed.

3.9. In the event of Software operation failure unrelated to the quality of the Internet connection and/or the performance of the device on which the Software is installed, the Licensee shall email a ticket to the Licensor at support@planado.app. The Licensor shall contact the Licensee within 3 (three) working days to resolve the problem specified in the ticket.

3.10. The Licensee shall have no permission and right to modify the Software.

3.11. The Licensee shall warrant possessing all necessary rights to all data, computer programs or services used in relation with the Software, and ensure that such actions violate no rights of third parties.

3.12. The Licensee shall not use the Software in any other way other than specified in this Agreement, as well as copy, sell and resell both the Software and access to it, unless the Licensee has received such permission from the Licensor.

4. Subscription plans, payments, refunds, upgrading and downgrading

4.1. The license fee is determined depending on the license type (subscription plan) chosen by the Licensee. The list of subscription plans is posted on the Licensor's website at https://www.planadoapp.com/pricing/.

4.2. Regarding automatic renewal, the Licensee’s subscription will continue indefinitely until terminated. After the initial subscription period, and again after any subsequent subscription period, the subscription will automatically commence on the first day following the end of such period and continue for an additional equivalent period. The Licensee shall agree that their Account will be subject to this automatic renewal feature unless the Licensee cancels the subscription at least ten (10) days prior to the renewal. 

4.3. The Licensor shall have the right to unilaterally change the subscription plans at any time by posting a new list of plans at https://www.planadoapp.com/pricing/ no later than 14 (fourteen) calendar days before they enter into force.

4.4. All payments under this Agreement are made by bank transfer. The Licensor shall debit funds from the Licensee's bank card or by wire transfer from the Licensee's current account, depending on the method chosen by the Licensee when switching to the paid version of the Software. The Licensee shall make a 100% advance payment in accordance with the Licensor’s subscription plans. 

4.5. The moment of fulfilling the obligation to pay the fee by the Licensee is the moment of crediting funds to the Licensor’s bank account.

4.6. Expenses, including bank commissions, for the transfer of funds under this Agreement shall be borne by the Licensee.

4.7. To cancel subscription, the Licensee shall notify the Licensor no later than 10 (ten) calendar days of the intended termination by emailing a notification to support@planado.app.

4.8. The Licensor shall not refund the amount paid under this Agreement to the Licensee if the Licensee fails to use the Software through their own fault, including the violation of this Agreement.

4.9. If the Licensee fails to use the Software due to its non operability, and unrelated to the actions/inaction of the Licensee themselves, the validity period may be extended for the time during which the Software was not working. To do this, the Licensee must email a corresponding request to support@planado.app.

4.10. No refund shall be provided for the prepayment in case of early Agreement Termination for any reason.

4.11. Within 3 (three) working days from the payment arrival on the Licensor's bank account and issuing the receipt for the non-exclusive right to use the Software, the Licensor shall issue the invoice, and may forward it to the Licensee via email upon request.

4.12. If account reconciliation is required, the Licensee may prepare the report and send it via email to the Licensor. In the absence of objections, The Licensor shall sign the account reconciliation report using an electronic digital signature and send it to the Licensee in electronic form, without subsequent sending the paper report to the Licensee's address.

4.13. The license fee on the basis of the current license agreement is not subject to VAT. If the legislation of the Licensee’s country requires paying taxes on payments made under this Agreement, the Licensee shall add the necessary amount of tax to the payments and pay it to the appropriate tax authorities so that the Licensor receives exactly the invoiced amount. The Licensor shall be responsible for paying taxes arising outside the country where the Licensee is located.

4.14 Regarding the downgrading policy, should the Licensee downgrade their account, the Licensor will adjust their fees down as of the next billing cycle. Downgrading the subscription plan may cause the loss of user content, features, or capacity of Account. The Licensor shall not accept any liability for such loss

5. Rights and obligations of the parties.

5.1. Obligations of the Licensor:

5.1.1. To grant the right to use the Software, 24 hours a day, 7 days a week, except for the time of scheduled maintenance, which shall last no more than 24 hours per month, and in cases specified in this Agreement.

5.1.2. To provide information on the use of the Software via e-mail and/or the Licensor's website. The Licensee shall submit questions regarding the use of the Software by e-mail to support@planado.app.

5.1.3. To take all reasonable precautions to maintain the confidentiality of the Licensee's information. The Licensor shall have the right to access the Licensee's information for the purpose of technical support of the Software, and also shall have the right to access such information in case of receiving claims from third parties regarding illegal and / or malicious, as well as other actions of the Licensee that may harm the Licensor and / or third parties. Backing up the Licensee's data in order to prevent the loss of information shall not be considered a violation of the confidentiality.

5.1.4. If it is technically feasible, to fix any potential bugs in the Software operation on the basis of the Licensee's ticket submitted electronically to support@planado.app, except for the cases when the Software malfunction is caused by the actions / inaction of the Licensee.

5.2. Rights of the Licensor:

5.2.1. The Licensor shall have the right to suspend the Software for scheduled maintenance works on the technical facilities of the Licensor, as well as unscheduled works in emergency situations.

5.2.2. The Licensor shall have the right to release new releases and versions of the Software, to update its content, functionality, user interface at any time without any prior approval from the Licensee.

5.2.3. The Licensor shall have the right, if necessary, to involve third parties to ensure the Software operation.

5.2.4. To provide technical support, the Licensor shall have the right to demand information regarding the User Account data, technical characteristics of the equipment and other information from the Licensee for the provision of technical support.

5.2.5. The Licensor shall have the right to Terminate the Agreement unilaterally, in case of violation of the payment terms by the Licensee, or on other grounds as per this Agreement.

5.2.6. After 1 (one) calendar month from the date of termination or the Agreement expiration, the Licensor shall have the right to permanently delete all data of the Licensee from the Software and be released from any obligations related to the Licensee’s data.

5.2.7. The Licensor shall have the right to refer to the Licensee as a Software user, in any form and on any medium (including on the Licensor's website and/or in the Licensor's marketing materials).

5.2.8. The Licensor shall have the right to unilaterally make changes and additions to this Agreement and price plans by adding new versions, while notifying the Licensee about them by publishing new versions on the Licensor's website.

5.2.9. The Licensor shall have the right to publish customer reviews on the website, which may contain data that allows the Licensee identification. The Licensor shall have the right to indicate the following data in the review without the Licensee’s prior agreement: brand name, website address on the Internet, logo, industry, cities and countries where the Licensee provides services. The text of the review is to be agreed with the Licensee.

5.3. Obligations of the Licensee:

5.3.1. The Licensee shall make payments in a timely manner and in full under the Agreement, and in accordance with the terms of the Agreement.

5.3.2. The Licensee undertakes not to disclose the login and password specified during registration on the Licensor's Website. The Licensee is fully responsible for the actions and/or inactions that led to the disclosure, loss, theft, etc. of their credentials and other information that individualizes the Licensee, as well as for any actions and/or inactions of third parties using the Licensee's Credentials. The Licensor is not responsible for the above mentioned actions of the Licensee and/or third parties using the Licensee’s Credentials.

5.3.3. If any action/inaction of the Licensee causes claims, lawsuits of third parties and/or orders to pay penalties to the part of state bodies against the Licensor due violation of the rights of third parties and/or the law, the Licensee undertakes to immediately, at the request of the Licensor, provide all the requested data regarding the placement and content of the materials used in the Software, and to assist the Licensor in settling such claims, as well as to reimburse all losses caused to the Licensor as a result of such claims, lawsuits, and orders.

5.4. Rights of the Licensee:

5.4.1. The Licensee shall have the right to contact the Licensor with questions and for clarifications related to the Software operation by emailing a ticket to support@planado.app.

5.4.2. The Licensee shall have the right to carry out any actions related to the Software operation that are fit for purpose.

5.4.3. The Licensee shall have the right to use the Software for free under the license for review (demo version) for a limited period of time, determined by the conditions in force at the time of registration.

5.4.4. The Licensee shall have the right to change the license type during the entire period of its validity, while the period of validity of the purchased license is to be extended by the period of the paid unused current license, taking into account the new license cost.

5.4.5. The Licensee shall have the right to refuse the non-exclusive right for the Software use unilaterally by notifying the Licensor no later than 10 (ten) calendar days before the planned Agreement termination date by emailing a ticket to  support@planado.app.

5.4.6. If the Licensee would like to remove their review, change it or change the company data, they shall have the right to email a request for that to support@planado.app.

6. Liability of the parties

6.1. The Parties shall be held liable in case of non-fulfillment or improper fulfillment of obligations under the Agreement in accordance with the current legislation of the Democratic Republic of Georgia.

6.2. The Licensee shall acknowledge that in order to work with the Software, the Licensee shall use software products (web browsers, operating systems, etc.) and equipment (personal computers, network equipment, etc.) produced and provided by third parties, and the Licensor shall not be held responsible for their operation quality.

6.3. Shall the proper execution of this Agreement by the parties be impossible due to objective reasons that the Parties could neither foresee nor prevent (natural disasters, changes in the current legislation of the Democratic Republic of Georgia, actions of state authorities and administration, military operations of all kinds, etc.), neither party shall have the right to demand compensation from the other party for damages caused by improper performance or non-performance of this agreement (including lost profits).

6.4. The Licensor shall not be held liable, and cannot act as a defendant in court, nor compensate for losses incurred by the Licensee as a result of actions or inaction of third parties.

6.5. The Software shall be provided to the Licensee "as is", in accordance with the principle generally accepted in international practice. The Licensor shall not be held responsible for the non-compliance of the Software with the  Licensee’s subjective expectations and thinking regarding the software and the results of its use.

6.6. The use of the Software in a manner not defined for by this Agreement, or upon termination of this Agreement, or otherwise outside the rights granted to the Licensee under this Agreement, shall entail the Licensee's liability for violation of the exclusive right to the intellectual activity result established by the current legislation of the Democratic Republic of Georgia.

6.7. The Parties shall make every effort to eliminate any arising disagreements through negotiations. In case an amicable settlement is impossible, disputes are to be resolved in the Georgian International Arbitration Centre in Tbilisi.

7. Agreement Validity and termination procedure

7.1. The Agreement shall enter into force from the moment the Licensee registers on the Licensor's website, as well as the Licensee performs other actions confirming their intention to use the Software.

7.2. This Agreement is concluded for an indefinite period.

7.3. The Agreement may be terminated by mutual agreement of the Parties at any time.

7.4. The Agreement may be terminated by the Licensee unilaterally, with prior notice to the Licensor no later than 10 (ten) calendar days before the planned Agreement termination by emailing a ticket to support@planado.app.

7.5. The Licensor shall have the right to terminate the Agreement unilaterally by notifying the Licensee at least 10 (ten) days prior to the termination date by emailing a notification to the Licensee’s latest email address indicated when registering on the Licensor's website.

7.6. The Agreement may be terminated at the initiative of any of the Parties in case of the other Party’s violation of the Agreement Terms, with a written notice to the other Party at least 10 (ten) business days prior to the Agreement termination.

8. Personal data

8.1. By accepting the terms of this Agreement, the Licensee, acting freely, at their own will and in their interest, expresses the consent to the provision of their personal data and allows the Licensor to process the personal data, including last name, first name, date of birth, gender, place of work and position, postal address, home, work, and mobile phones, e-mail address, including collection, systematization, accumulation, storage, clarification (update, change), use, distribution (including transfer within the territory of the Democratic Republic of Georgia and cross-border transfer), depersonalization, blocking, and destruction of personal data.

8.2. The Licensee shall agree and permit the Licensee's personal data processing using automated database management systems, as well as other software tools.

8.3. The Licensee shall guarantee the availability of written consents of their  employees and clients for the processing of their personal data by a third party, including such data as: last name, first name, date of birth, gender, place of work and position, home and work address, home, work, and mobile phones, e-mail address; including the collection, systematization, accumulation, storage, clarification (updating, changing), use, depersonalization, blocking, and destruction of personal data, also with the help of computer technology.

8.4. The Licensee shall agree that, if necessary for achieving the goals specified in this Agreement, their personal data received by the Licensor may be transferred to third parties, whom the Licensor may entrust the Licensee's personal data processing  on the basis of an agreement concluded with such parties. When transferring the specified data of the Licensee, the Licensor shall warn the third parties receiving the Licensee’s personal data about the confidentiality and the use strictly for the purposes they are transferred, and require these parties to comply with this obligation.

8.5. The Licensee shall have the right to request full information about their personal data, their processing and use from the Licensor, as well as to demand the exclusion or correction / addition of incorrect or incomplete personal data by emailing a corresponding written request to the Licensor’s email address support@planado.app.

8.6. The Licensee’s consent given to the processing of the personal data is unlimited in time and can be withdrawn by the Licensee via emailing a ticket to the Licensor’s email address support@planado.app.

9. Other terms and conditions

9.1. The title and numbering of the Agreement articles are given for ease of reading and do not matter in the interpretation of this Agreement.

9.2. If any clause of this Agreement turns out to be not subject to literal interpretation, it shall be interpreted in accordance with the current legislation of the Democratic Republic of Georgia, taking into account the initial interests of the Parties, while the remainder of the Agreement stays in full force and effect.

9.3. The Licensor shall neither provide the Licensee with communication services, or organize for accessing the information systems of information and telecommunication networks, including the Internet, nor carry out activities for the reception, processing, storage, transmission, and delivery of telecommunication messages.

10. The Licensor

I/E NIKITA SHILNIKOV

Identification Number:304642607

Registration Date:27/06/2022

Registering Authority: LEPL National Agency of Public Registry

Address: Georgia, Tbilisi, Krtsanisi district, Ponichala 3 settlement, building 5