‍ATTENTION!—CLASS ACTION WAIVER AND ARBITRATION AGREEMENT:

These Terms of Use contain provisions that govern how claims you and we may have against each other are resolved—including a class action waiver and an agreement and obligation to arbitrate disputes. YOU WILL NOT BE ABLE TO BRING OR PARTICIPATE IN A CLASS OR COLLECTIVE ACTION AGAINST US. And the arbitration agreement, subject to limited exceptions, requires you to submit claims you have against us to binding individual arbitration, unless you opt-out in accordance with the “Arbitration Agreement and Class Action Waiver” below. CAREFULLY REVIEW THE SECTION BELOW ENTITLED “ARBITRATION AGREEMENT AND CLASS ACTION WAIVER” BEFORE YOU AGREE TO THESE TERMS OF USE OR USE OUR WEBSITE. 

Acceptance of the Terms of Use

These Terms of Use are entered into by and between you and Planogram, LLC, d/b/a “Planoly” (“Planoly”, “Company”, “we”, “our”, or “us”). These Terms of Use govern your access to and use of www.planoly.com and https://snipfeed.co/ (the “Websites”), the Planoly mobile and/or web application (the “App”), and any content, functionality, and services offered on or through the Websites and the App (collectively, the “Services”). The Terms of Use govern our Services whether you access the Services as a guest or a Creator (defined below). If you are accessing or using the Services on behalf of an organization, business, or other legal entity (each an “Organization”), you represent and warrant that you have the authority to bind the Organization to these Terms of Use and the Organization is responsible for all access to and use of the Services by any individual to whom the Organization grants access to the Services. 

Please read the Terms of Use carefully before you start to use the Services. By using the Services, you accept and agree to be bound and abide by these Terms of Use, our Privacy Policy located at https://www.planoly.com/privacy-policy (incorporated herein by reference), our Acceptable Use Policy located at https://www.planoly.com/acceptable-use-policy, and our AI Supplementary Terms located at http://www.planoly.com/ai-supplementary-terms (incorporated herein by reference). If you do not want to agree to these Terms of Use, the Privacy Policy, or the AI Supplementary Terms, you must not access or use the Services. 

Our Services

The Services are a platform for content creators (each, a “Creator”) that provides Creators with the following: (i) social media management tools for Linked Services (as defined in Links to Other Services and Social Media Features), including the ability to plan, create, schedule, and auto post Creator Content (defined below) on Linked Services and comment on posts on Linked Services; and (ii) a suite of products that enable Creators to host various types of content for monetization, including functionality to facilitate the sale of such content. Content, materials, text messages, and other data created, uploaded, or otherwise provided by Creators and/or otherwise used in conjunction with our Services (including Public Posts) is “Creator Content”. End users who access, view, use, or purchase Creator Content are “Customers”.

Within our Services, there are two roles: account owner and team members. The account owner manages the account and invites team members. Each team member can manage Creator Content and post to Linked Services through an account, but cannot invite other team members or manage billing. Account owner may remove team members from an account at any time in their sole discretion.

Subscriptions

Our Services are offered and billed on a subscription basis (“Subscription(s)”). Subscriptions are billed in advance on a recurring and periodic basis (the “Billing Cycle”). Your Billing Cycle will be monthly or annual depending on the Subscription you purchased. Subscription plans and pricing is described here. At the end of each Billing Cycle, your Subscription will automatically renew unless you or we cancel it prior to the renewal. Cancellations are effective immediately; provided, however, that you will continue to have access through the Billing Cycle for which you have already paid for your Subscription. For example, if you have a monthly Billing Cycle and cancel 5 days prior to the end of your Billing Cycle, you will continue to have access to the Services for the 5 remaining days of your Billing Cycle.

You may cancel your Subscription either through your online account management billing page located at https://billing.planoly.com/ or by contacting our customer support team. If your Subscription is through the Planoly iOS mobile App, open the Settings application, search “Subscriptions”, choose “Planoly”, and select “Cancel”. To cancel a Subscription within our App, access the settings menu, navigate to the billing page (https://app.snipfeed.co/settings/billing), and then click “cancel” next to your current Subscription and follow the onscreen steps, which include sharing the reason for cancellation. Canceling your Subscription does not entitle you to a refund of any prepaid amounts.

You may have the option to downgrade your Subscription to a free account with limited features. We reserve the right at any time to modify or cancel any free account.

We may cancel your Subscription by giving you notice of our intent not to renew. We reserve the right to revise the terms of your Subscription, including pricing, upon a renewal of your Subscription by giving you notice of the revision(s) prior to such renewal. If you do not accept the revision(s), you may cancel your Subscription as provided above. If you do not cancel your Subscription prior to the renewal, you will be bound by the revised terms of your Subscription, including any updated pricing.

We reserve the right to revise the terms of your Subscription upon a renewal of your Subscription by giving reasonable prior notice of the change to give you an opportunity to cancel your Subscription before the change becomes effective upon the renewal. If you do not accept the change, you may cancel your Subscription as provided above. If you do not cancel your Subscription prior to the renewal, you will be bound by the revised terms of your Subscription.

A valid payment method (such as a credit card) is required to process the payment for your Subscription. You will provide us, or the payment services provider, with accurate and complete payment information required by the payment method (such as name, address and telephone number). By submitting such payment information, you automatically authorize us to charge all Subscription fees, plus applicable taxes, to such payment method. To determine our tax obligations, if any, you agree that we may rely on the address you provide when you subscribe to our Services or the address attached to your payment method. If those addresses do not correctly identify the province, territory, state, or country of your residence, then you will provide the correct information to us. You will be liable to pay, or reimburse Planoly, for any taxes, interest or fines arising out of your failure to provide the correct tax identification information to us.

Should automatic billing for your Subscription fail to occur for any reason, we will issue an electronic invoice indicating that you must make a manual payment by a certain date, with the full payment corresponding to the billing period as indicated on the invoice. If you fail to do so, we may suspend or cancel your Subscription. 

Free Trials

Planoly may, at its sole discretion, offer a Subscription with a free trial for a limited period of time (a “Free Trial”). You must enter your billing information in order to sign up for a Free Trial. While you enter your billing information when signing up for a Free Trial, you will not be charged until the Free Trial has expired. On the last day of the Free Trial period, unless you cancel your Free Trial and subsequent Subscription, you will be automatically charged the applicable Subscription fees, plus applicable taxes, for the type of Subscription you have selected.

At any time and without notice, we reserve the right to modify the terms and conditions of the Free Trial or cancel the Free Trial. 

Subscription Changes

Planoly may, in its sole discretion and at any time, modify the fees applicable to Subscriptions. Any Subscription fee changes will become effective at the end of the then-current Billing Cycle. Planoly will provide you with a reasonable prior notice of any change to Subscription fees to give you an opportunity to terminate your Subscription before such changes are effective. Your continued use of the Services after the Subscription fee change is effective constitutes your acceptance of the modified Subscription fee.

Refunds

Planoly does not provide refunds. You may cancel your Subscription at any time. No refunds will be provided for previously paid amounts. When you cancel your Subscription, the Subscription will end on the last day of the current pre-paid billing period. 

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. The “Last Modified” date at the bottom of this page reflects the date on which these Terms of Use were posted. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice prior to the date the change is posted on the Website. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

Age Restrictions 

The Services are offered and available to users who are 18 years of age or older. By using the Services, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.

Creator Content 

Creators may post, submit, or transmit to Customers or other users or other persons, or otherwise provide (hereinafter, “Post”) Creator Content on, to, or through the Services. All Creator Content must comply with the Content Standards set out in these Terms of Use. 

We do not claim ownership of Creator Content; provided, however, that when you (as a Creator) Post or otherwise make available Creator Content on the Services, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including moral rights) and license to use, sublicense, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue from, and communicate to the public, perform and display Creator Content, and all portions thereof, and to incorporate it in other works in any form, media or technology now known or later developed, for the full term of all worldwide intellectual property rights that may exist in Creator Content.

Notwithstanding the foregoing, Creators agree that Planoly may retain copies of all registration information and Creator Content and use such information and Creator Content as necessary for or incidental to its operation of the Services and as described in these Terms of Use and the Privacy Policy, and grants to Planoly a non-exclusive, revocable, worldwide, royalty free license to use, copy, publish, reproduce, prepare derivative works, distribute, and display the Creator Content, or any derivative works thereof, on the Services as directed by Creator. Such license shall be deemed granted as of the moment of registration without the necessity of any further action on the part of either party. Creators represent and warrant to Planoly with respect to the Creator Content that the Creator Content, and the license of rights in and to such Creator Content, does not infringe or violate any copyrights, trade secrets, trademarks, or other intellectual or proprietary rights of any third-party, and that posting or otherwise using any Creator Content will not violate any applicable laws, rules, or regulations. Creator hereby grants Planoly the right to identify Creator as a Planoly customer and to use Creator’s name, mark, and logo on the Websites and in Planoly’s marketing materials in connection with the Creator’s use of the Services.

Accessing the Services and Account Security

We reserve the right to withdraw or amend the Services, and any service or material we provide on the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entire Services, to users, including registered users.

You are responsible for both:

• Making all arrangements necessary for you to have access to the Services.
• Ensuring that all persons who access the Services through your internet connection are aware of these Terms of Use and comply with them.

To access the Services or the resources it offers, you may be asked to provide certain registration details or other information. In order to create an account (a “Creator Account”), you must provide your full name, email address, and create a password. To receive a free trial of our Services, you must provide the Creator Account information plus your billing country and payment information, which is stored by our third party payment processor (as more particularly described in our Privacy Policy). If you choose to manage your social media accounts through our Services, you may provide us your social media handles for your social media accounts, including TikTok, Instagram, Facebook, LinkedIn, X, Pinterest, Amazon Posts, Threads, and YouTube. It is a condition of your use of the Services that all the information you provide on the Services is correct, current and complete. You agree that all information you provide to register with the Services or otherwise, including, but not limited to, through the use of any interactive features on the Services, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you create a Creator Account, you must treat your password as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your Creator Account is personal to you and agree not to provide any other person with access to the Services or portions of it using your login information, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any Creator Account, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

The Services and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You may display and copy, download or print portions of the material from the different areas of the Services only for your own non-commercial use. Any other use is strictly prohibited and may violate copyright, trademark, and other laws. These Terms of Use do not grant you a license to use any trademark of Planoly or its affiliates. You further agree not to use, change or delete any proprietary notices from materials downloaded from the Services. If you wish to make any use of material on the Services other than set out in this section, please address your request to: support@planoly.com.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Services in breach of the Terms of Use, your right to use the Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Trademarks

The Company name, the terms “Planoly” and “STYLELINK”, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.

Prohibited Uses

You may use the Services only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Services:

• In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries). 
• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
• To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms of Use.
• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm the Company or users of the Services, or expose them to liability.

Additionally, you agree not to:

• Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services.
• Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.
• Use any manual process to monitor or copy any of the material on the Services, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
• Use any device, software or routine that interferes with the proper working of the Services.
• Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer or database connected to the Services. 
• Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Services.

Public Posts

If you publicly Post to any social media channels through the Services (“Public Posts”), you represent and warrant that: (i) you own or control all rights in and to the Public Posts; and (ii) all of your Public Posts do and will comply with these Terms of Use and the Acceptable Use Policy. You understand and acknowledge that you are responsible for any Public Posts you submit or contribute, and you, not the Company, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness. We are not responsible, or liable to any third party, for the content or accuracy of any Public Posts by you or any other user of the Services.

Promotions

If you use Planoly as part of any type of promotion, contest, or sweepstakes (all referred to here as a “Promotion”), you are responsible for ensuring that your Promotion complies with all legal requirements. This includes writing the official rules, terms, and eligibility requirements, and complying with marketing and carrier regulations. Some carriers require that promotions may only be offered by a registered a 501(c)(3) charity. Legal requirements for Promotions can vary by location, so please work with a lawyer or other expert to ensure you won’t violate any applicable laws. We are not responsible or liable to you in any way if you use Planoly as part of your Promotion. Your Promotion’s official rules should state that each entrant or participant completely releases us from all claims based on, related to, or arising from the Promotion. You must make clear through the presentation of your Promotion that your Promotion is in no way sponsored, endorsed, administered by, or associated with, Planoly.

Creator Content Standards

These content standards apply to any and all Creator Content, Public Posts, and any other use of the Services. Creator Content must, in its entirety, comply with all applicable federal, state, local, and international laws and regulations and the terms of any third party service you post to using the Services. Without limiting the foregoing, Creator Content must not:

• Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
• Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote or assist any unlawful act.
• Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
• Impersonate any person, or misrepresent your identity or affiliation with any person or organization. 
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

You acknowledge that we have no obligation to pre-screen Creator Content, but we reserve the right, in our sole discretion, to pre-screen, refuse, or remove any Creator Content. By accepting these Terms of Use, you hereby provide your irrevocable consent to such monitoring, and you acknowledge and agree that you have no expectation of privacy concerning the transmission of Creator Content. In the event that we pre-screen, refuse, or remove any Creator Content, you acknowledge that we will do so for our benefit and not yours. Without limiting the foregoing, we shall have the right to remove any Creator Content that violates these Terms of Use or is otherwise objectionable. 

Dupe Integration

Planoly offers its Creators an integration with the Dupe LLC (“Dupe”) platform (the “Dupe Platform”), through which Creators may request and receive information, data, text, documents, artworks, images, photos, audio files, and other materials accessible for download through the Dupe platform (collectively, the “Dupe Content”). By opting in to access the Dupe Platform or otherwise accessing the Dupe Content through the Services, the Creator acknowledges and agrees to comply with the following:

• Creators may not (i) locally store or cache any search, search response, API, or API response; or (ii) circumvent the Due API platform to download or access any content directly from the Dupe Platform.
• Creators may not sell any Dupe Content as downloaded or distributed from the Dupe Platform. Rather, any Dupe Content may be sold only to the extent such Creator materially modifies, alters, or redesigns the Dupe Content. 

Monitoring and Enforcement; Termination

We have the right to (i) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services or the Linked Services; and (ii) terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms of Use.

Account Termination 

If you no longer wish to use the Services, or if we terminate your account for any reason, here is what you should know: 

• All information collected is accessible to you via your Creator account and may be corrected or deleted at any time via your account settings or by contacting us at support@planoly.com. Within our App, you may delete your account by navigating to the “My Profile” page from the settings menu, selecting “Delete Account”, and following the onscreen instructions to delete your account.
• Planoly reserves the right to investigate and, if appropriate, suspend or terminate your account if Planoly believes that you have violated these Terms of Use, misused the Services, or behaved in a way that Planoly regards as inappropriate or unlawful, on or off the Services.
• We reserve the right to make use of any personal, technological, legal, or other means available to enforce the Terms of Use, at any time without liability and without the obligation to give you prior notice, including, but not limited to, preventing you from accessing the Services. 
• If your account is terminated by you or by Planoly for any reason, these Terms of Use remain enforceable between you and Planoly, and you will not be entitled to any refund for purchases made. Your information will be maintained and deleted in accordance with our Privacy Policy. 

Reliance on Information Posted

The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents. The Services include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Information About You and Your Visits to the Website

All information we collect on the Services is subject to our Privacy Policy. By using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Links to Other Services and Social Media Features

The Services are integrated with and link to other, third-party websites and services, including but not limited to Instagram, Facebook, Threads, Pinterest, TikTok, X (formerly Twitter), LinkedIn, YouTube, and Amazon (collectively, “Linked Services”). The Services provide these Linked Services that enable you to:

• manage content (including Creator Content) that can you can Post to your Linked Services from the Services;
• use the Services to link to your other accounts on Linked Services, including displaying content from Linked Services on the Services;
• post comments or other communications with certain content, or links to certain content, on Linked Services; and/or
• cause portions of your Creator Content to be displayed or appear to be displayed on Linked Services. 

You may use these Linked Services solely as they are provided by us and solely with respect to the content they are displayed with. Subject to the foregoing, you must not:

• Cause the Services or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
• Use the Services to post to Linked Services on accounts that do not belong to you. 

By using the Services to link to Linked Services, you acknowledge and agree that Planoly will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use or reliance on any such content, goods, or services available on or through any such websites or services. You may be asked to verify credentials for Linked Services for our Services or to access Linked Services. It is solely your responsibility to track, refresh, and monitor credentials. 

You acknowledge and agree that you are simultaneously bound by each Linked Service’s terms and policies, which may specify rules and restrictions for posting certain content, and the Linked Service’s practices for using, storing and facilitating the exercise of certain rights in respect to personal information. You further acknowledge and agree that you are solely responsible for reviewing and accepting Linked Service’s terms and any liability that arises from or in relation to its breach of any such terms. The terms of each Linked Service only apply to the extent you link or otherwise use the Linked Services. 

With Linked Services for third-party integration, Creators may be asked to verify credentials in the future. It is the Creator’s sole responsibility to track, refresh, and monitor credentials. Please see our Privacy Policy for more information about how Creators can alter the security settings for these Linked Services. Creators acknowledge and agree that Linked Services may add, remove, bifurcate, and otherwise modify features of their third-party services (“Modifications”). Planoly is not responsible and shall have no liability for disturbances of the Services caused by Modifications to Linked Services. Planoly’s use and transfer of information received from Google APIs will adhere to Google API Services User Data Policy, including the Limited Use requirements.

Links from the Services

If the Services contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Referral Program

You may participate in a referral program whereby a Creator may earn financial incentives by inviting others to subscribe to the Services (“Referrals”). You may view the terms of our Referral program at [________].

Geographic Restrictions

The owner of the Services is based in the State of Texas in the United States of America. We make no claims that the Services or any of its content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

US Economic Sanctions and Restricted Parties

You expressly represent and warrant that your use of our Services is not contrary to applicable U.S. sanctions. Such use is prohibited, and Planoly reserves the right to terminate accounts or access of those in the event of a breach of this condition. You further expressly represent and warrant that you (a) are not located in a region that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” region; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

Disclaimer of Warranties

YOUR USE OF THE SERVICES, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. 

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE LESSER OF (i) $1,000 OR (ii) AMOUNTS YOU PAID TO PLANOLY IN THE 6 MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM FOR USE OF THE SERVICES. The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Services, including, but not limited to, your Creator Content, any use of the Services’ content, services and products other than as expressly authorized in these Terms of Use, your use of and access to Linked Services, or your use of any information obtained from the Services. CREATOR ACKNOWLEDGE THAT THE FOREGOING SENTENCE MEANS THAT CREATOR MUST OBTAIN ASSIGNMENTS OR LICENSES, AS APPLICABLE, FROM THE AUTHORS OF ANY PORTIONS OF THE CREATOR CONTENT, INCLUDING AFFILIATES, PHOTOGRAPHERS, AND OTHER THIRD-PARTY CONTRIBUTORS, AS NECESSARY FOR CREATOR TO LICENSE AND PUBLISH THE CREATOR CONTENT AND TO OTHERWISE MAKE FULL USE OF THE CREATOR CONTENT UNDER THESE TERMS OF USE. IF ANY CREATOR FAILS TO DO SO, THE CREATOR WILL ASSUME AND REIMBURSE PLANOLY FOR THE COST OF DEFENDING PLANOLY AGAINST INFRINGEMENT CLAIMS AND PAYING DAMAGES ON ANY SUCH CLAIMS. Planoly shall provide notice to you of any such claim, suit, or proceeding. Planoly reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Planoly’s defense of such matter.

Governing Law and Jurisdiction

Except as otherwise provided in the Arbitration Agreement and Class Action Waiver section below, all matters related to the Services and Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice of conflict or law provision or rule (whether of the State of California or any other jurisdiction). 

Arbitration Agreement and Class Action Waiver

PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS. YOU AGREE THAT BY USING THE SERVICES, OR BY OTHERWISE AGREEING TO THESE TERMS OF USE, YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A COURT OR JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. YOU AND THE COMPANY AGREE THAT YOU MAY BRING CLAIMS AGAINST THE COMPANY ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR COLLECTIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; YOU AND WE AGREE THAT CLASS ARBITRATIONS, CLASS ACTIONS, OR OTHER COMBINED PROCEEDINGS ARE NOT PERMITTED.

You and the Company agree that any and all claims and disputes arising from or relating in any way to the subject matter of these Terms of Use, your use of the Services, or your and the Company’s dealings with one another (including, but not limited to, your receipt of marketing telephone calls, text messages, emails, or other communications from or on behalf of the Company) shall be finally settled and resolved through BINDING INDIVIDUAL ARBITRATION as described in this section. You and we also agree that the arbitration provision and class action waiver apply to claims made regarding past, present, or future conduct, and also apply to claims made independently or with other claims. 

This agreement to arbitrate is intended to be interpreted broadly. YOU AND WE AGREE THAT “CLAIMS” AND “DISPUTES” SUBJECT TO THIS ARBITRATION PROVISION THEREFORE ARE TO BE GIVEN THE BROADEST POSSIBLE MEANING AND INCLUDE CLAIMS OF EVERY KIND AND NATURE, INCLUDING, BUT NOT LIMITED TO, INITIAL CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, AND THIRD-PARTY CLAIMS, AND CLAIMS BASED ON ANY FEDERAL, STATE, OR LOCAL CONSTITUTION, STATUTE, REGULATION, ORDINANCE, WARRANTY, COMMON LAW RULE (INCLUDING RULES RELATING TO CONTRACTS, TORTS, NEGLIGENCE, FRAUD, OR ANY OTHER INTENTIONAL WRONGS), AND EQUITY. THEY INCLUDE CLAIMS AND DISPUTES THAT SEEK RELIEF OF ANY TYPE—INCLUDING ACTUAL, STATUTORY, OR PUNITIVE DAMAGES AND/OR INJUNCTIVE, DECLARATORY, OR OTHER EQUITABLE RELIEF.

There is no judge or jury in arbitration. Generally, arbitration procedures are simpler and more limited than rules applicable in court, and review by a court is limited. Neither you nor the Company will be able to have a court or jury trial or participate in a class action or class arbitration. You and the Company each understand and agree that by agreeing to resolve any dispute through individual arbitration, YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A COURT OR JURY TRIAL. ANY DISPUTE SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND NOT AS A CLASS ACTION, REPRESENTATIVE ACTION, CLASS ARBITRATION, OR ANY SIMILAR PROCEEDING. The arbitrator may not consolidate or combine the claims or arbitrations of multiple parties.

In the event of a dispute, and before initiating an arbitration proceeding under this section, you and the Company agree that the party alleging a dispute must send to the other party a notice of dispute, which is a written statement that sets forth the name, address, and contact information of the party giving the notice, a brief summary the facts giving rise to the dispute, and the relief requested. You must send any notice of dispute to support@planoly.com and/or via mail to Planogram, LLC, 1606 Headway Circle, Suite #9512, Austin, Texas 78754, Attention: Legal. We will send any notice of dispute to you at the contact information we have for you. You and the Company agree to attempt to resolve a dispute through informal negotiation within sixty (60) days from the date the notice of dispute is sent. After that sixty (60) day period and not before, you or we may commence an arbitration proceeding in accordance with this section.

If you and the Company do not resolve a dispute by informal negotiation, the dispute shall be resolved by binding individual arbitration before a neutral arbitrator whose decision will be final except for a limited right of appeal under the U.S. Federal Arbitration Act. The arbitration will be governed by the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”), as modified by this section. The arbitration will be conducted by JAMS using one arbitrator with substantial experience in resolving consumer contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the JAMS Rules. If JAMS is unable or unwilling to arbitrate a dispute, then the dispute may be referred to any other arbitration organization or arbitrator that you and the Company both agree upon in writing or that is appointed pursuant to section 5 of the Federal Arbitration Act.

For any claim where the total amount of the award sought is $10,000 or less, the arbitrator, you, and the Company must abide by the following rules: (a) the arbitration shall be conducted solely based on telephone or online remote appearances and/or written submissions (or some combination thereof); and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the JAMS Rules and the hearing (if any) will be conducted under the JAMS Rules in person (at a mutually-agreeable location) or virtually by conference call, videoconference, or using other communications technology with participants in one or more geographical places, or in a combined form. The arbitrator’s ruling is binding and may be entered as a judgment in any court of competent jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. The JAMS Rules and instructions about how to initiate an arbitration are available at www.jamsadr.com or 1-800-352-5267.

This arbitration agreement involves interstate commerce and, therefore, shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16, and not by state law. THE ARBITRATOR SHALL BE AUTHORIZED TO AWARD ALL REMEDIES AVAILABLE IN AN INDIVIDUAL LAWSUIT UNDER APPLICABLE SUBSTANTIVE LAW, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, STATUTORY, AND PUNITIVE DAMAGES, AS WELL AS, DECLARATORY, INJUNCTIVE, AND OTHER EQUITABLE RELIEF—INCLUDING PUBLIC INJUNCTIVE RELIEF AND ATTORNEYS’ FEES AND COSTS.

In accordance with the JAMS Rules, the party initiating the arbitration (either you or the Company) is responsible for paying the filing fee. However, if the arbitrator issues you an award of damages and: (a) that award is greater than the amount of our last written settlement offer; or (b) if we did not make a settlement offer, then in addition to paying for any JAMS Case Management Fees and all professional fees for the arbitrator’s services, we will reimburse you for the filing fees you incurred. Further, if you demonstrate that paying the arbitrator’s costs and fees would be prohibitively expensive for you, the Company shall pay those costs and fees regardless of whether you prevail in the arbitration—unless the arbitrator determines that your claim was frivolous.

You and the Company empower the arbitrator with the exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of these Terms of Use or the arbitration provision—including the formation of the Agreement, the arbitrability of any dispute, and any claim that all or any part of these Terms of Use are void or voidable (such as, but not limited to, whether the arbitration provision is unconscionable).

Notwithstanding any provision in these terms to the contrary, you and we agree that if the class action waiver above is deemed invalid or unenforceable, neither you nor we are entitled to arbitration and any proceeding shall be brought and proceed exclusively in the state courts of competent jurisdiction located in California, or the United States District Court for the Northern District of California.

If the arbitration provision in this section is found unenforceable or to not apply for a given dispute, then the proceeding must be brought exclusively in the state courts of competent jurisdiction located in California, or the United States District Court for the Northern District of California, as appropriate, and you agree to submit to the personal jurisdiction of each of these courts for the purpose of litigating such claims or disputes, and you still waive your right to a jury trial and waive any right to initiate or proceed in a class or collective action. You also remain bound by any and all limitations on liability and damages included in these Terms of Use. This arbitration agreement and class action waiver shall survive termination of your use of the Website or termination of our dealings.

AN INTENDED BENEFICIARY OF THIS ARBITRATION PROVISION MAY ENFORCE IT IN FULL WITH RESPECT TO ANY CLAIMS BETWEEN THEM ON THE ONE HAND AND YOU ON THE OTHER ARISING FROM OR IN ANY WAY RELATING TO THESE TERMS, OUR DEALINGS WITH YOU, OR THIS ARBITRATION PROVISION. INTENDED BENEFICIARIES ARE OUR AGENTS, PRINCIPALS, REPRESENTATIVES, DIRECTORS, OFFICERS, SHAREHOLDERS, GOVERNORS, MANAGERS, AND MEMBERS. INTENDED BENEFICIARIES ALSO ARE OUR PARENTS, SUBSIDIARIES, AFFILIATES, PARTNERS, LICENSEES, ATTORNEYS, PREDECESSORS, SUCCESSORS, JOINT VENTURERS, CONTRACTORS, ASSIGNS, DESIGNEES, SERVICERS, AND SERVICE PROVIDERS. A SERVICE PROVIDER IS ANY THIRD-PARTY PROVIDING US OR ANY INTENDED BENEFICIARY ANY GOODS OR SERVICES ARISING OUT OF OR IN ANY WAY RELATING TO OUR DEALINGS WITH YOU OR THIS ARBITRATION PROVISION. INTENDED BENEFICIARIES INCLUDE PAST, PRESENT, AND FUTURE PERSONS LISTED IN THIS PARAGRAPH. THIS ARBITRATION PROVISION MAY BE ENFORCED BY OR AGAINST ANY PERSON OR ENTITY PURPORTING TO BRING CLAIMS ON YOUR BEHALF, INCLUDING ANY AGENT, REPRESENTATIVE, GUARDIAN, OR TRUSTEE. THIS ARBITRATION PROVISION MAY ALSO BE ENFORCED BY OR AGAINST ANY PERSON OR ENTITY WHO ACQUIRES ANY RIGHT OR INTEREST THAT, BUT FOR THE TRANSFER OF THE RIGHT OR INTEREST, WOULD HAVE BELONGED TO US OR AN INTENDED BENEFICIARY OF THIS ARBITRATION PROVISION. YOU ALSO ACKNOWLEDGE THAT YOU SHALL BE ESTOPPED FROM DENYING AN OBLIGATION TO ARBITRATE COVERED DISPUTES WITH AN INTENDED BENEFICIARY.  

If you wish to opt-out of this agreement to arbitrate, within 45 days of when you first use any of the Services or submit through any of the Services a request for information, you must send the Company an email or letter stating “Request to Opt-Out of Agreement to Arbitrate” at the following email address or mailing address AND MUST INCLUDE YOUR FULL NAME, MAILING ADDRESS, AND TELEPHONE NUMBER:

Email Address: support@planoly.com

Mailing Address: Planogram, LLC, 1606 Headway Circle, Suite #9512, Austin, Texas 78754, Attention: Legal.

If you do not opt-out within 45 days of when you first use any of the Services or submit through the Services a request for information, then you are not eligible to opt-out of this arbitration agreement. In the event you opt out of the arbitration provision, you agree to litigate exclusively in the state courts of competent jurisdiction located in California, or the United States District Court for the Northern District of California, as appropriate, and you agree to submit to the personal jurisdiction of each of these courts for the purpose of litigating such claims or disputes, and you still waive your right to a jury trial, waive your right to initiate or proceed in a class or collective action, and remain bound by any and all limitations on liability and damages included in these Terms of Use.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Text Messages

When you use the Services, (i) Creators may be given the opportunity to consent to receive transactional, sales, and marketing communications from us via text message and (ii) Creators may send their Customers text messages through the Services. By providing your phone number and expressly agreeing to such text message communications from us or from a Creator through our Services, you provided your express written consent to receive such text messages from or on behalf of us to the phone number you provided even if your number is registered on the national or a state do not call registry. This includes marketing texts made using an autodialer or an automated system for the selection and/or dialing of telephone numbers. You also warrant and represent that you are either the account holder/subscriber of any mobile phone numbers you provide to us, or you have the express permission of the account holder/subscriber to provide such phone numbers to us for such texts from or on behalf of us to the numbers.

You understand and acknowledge that your consent to marketing texts is not required to use the Services or to do business with us. You may revoke your consent to marketing texts at any time. Reply “STOP” to any text message from us to unsubscribe from future marketing texts. You agree to and may then receive a single final text message confirming your opt-out from future marketing texts. You agree that if and before you disconnect or transfer your mobile number, you will text “STOP” to us in order to stop future messages from being sent to that number.

You agree not to send or otherwise make available content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, or contains hate speech. You acknowledge that we may or may not monitor or screen mobile message content you provide, but shall have the right, without obligation and in our sole discretion, to monitor, screen, or refuse any content you make available, including content that violates these Terms of Use.

Standard texting rates will apply to our phone communications with you. By providing your phone number to us and agreeing to texts, you acknowledge and agree that the receipt of such communications may cause you to incur usage charges or other fees or costs in accordance with your wireless or data service plan. Any and all such charges, fees, or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees, or costs may apply to your receipt of these communications.

We reserve the right, at any time and without notice, to modify, suspend, restrict, or terminate our text messaging communications. We shall not be liable to any party for such modification, suspension, restriction, or termination. We are not responsible for incomplete, lost, late, or misdirected messages, including, but not limited to, undelivered messages resulting from any form of filtering by your mobile carrier or service provider, and cannot guarantee that each user will receive the benefit of each mobile message sent.

Waiver and Severability

No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Copyright Infringement Claims 

In accordance with the Digital Millennium Copyright Act of 1988, Planoly promptly responds to claims of copyright infringement committed on the Services if such claims are reported to our designated Copyright Agent. If you believe your work has been posted on the Services in a way that constitutes copyright infringement, please deliver the following information to our designated Copyright Agent at the address below:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• a description of the copyrighted work that you claim has been infringed;
• a description of the location on the Services of the material that you claim is infringing;
• your address, telephone number and email address;
• a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
• a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Designated Copyright Agent Address: Planogram, LLC, dba PLANOLY, 1606 Headway Circle, Suite #9512, Austin, Texas 78754, ATTN: Copyright Agent 

Entire Agreement; Assignment

The Terms of Use, our Privacy Policy, our Acceptable Use Policy, and our AI Supplementary Terms constitute the sole and entire agreement between you and Planogram, LLC, d/b/a Planoly and SNIPFEED with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services. You may not assign, sub-license, or otherwise transfer any of your rights under these Terms of Use.

Your Comments and Concerns

This website is operated by Planogram, LLC, d/b/a Planoly and SNIPFEED, 1606 Headway Circle, Suite #9512, Austin, Texas 78754. 

All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Infringement Claims above and in the manner and by the means set forth therein. All other feedback, comments, requests for technical support and other communications relating to the Services should be directed to: support@planoly.com.

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Last Modified: November 21, 2024

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