Thank you for choosing Planner 5D. You are about to read a binding agreement between You and Planner 5D, which governs Your use of Our Services. Please read the entire agreement carefully. WITHOUT LIMITATION, THIS AGREEMENT INCLUDES GRANTS OF RIGHTS AND INDEMNITIES TO US FROM YOU, AND A LIMITATION OF YOUR RIGHTS AND REMEDIES.

TERMS OF SERVICE

Last Modified: September 10, 2021

These terms of service (these “Terms”) are entered into by and between You (as defined below) and UAB Planner5D, a legal entity incorporated and existing under the laws of Lithuania with its registered address at Antakalnio St. 17, Vilnius, Lithuania, 10312, including its subsidiaries and affiliates ("Planner 5D" or “We”, or “Our” or “Us”). These Terms include any documents they expressly incorporate by reference, and they govern Your access to and use (whether as a guest or a registered user) of www.planner5d.com and the Planner 5D mobile app, including any products, applications, features, technologies, software, content, functionality, and services offered on or through www.planner5d.com or the Planner 5D mobile app, or that Planner 5D may offer in the future (the "Services").

If access to and use of the Services is on behalf of a corporation, sole proprietorship, other company, government agency, or other entity, the person executing these Terms does so on behalf of that entity, and he or she represents and warrants that he or she has the authority to do so. If access to and use of the Services is by a minor, the person executing these Terms does so on behalf of that minor, and he or she represents and warrants that he or she is the parent or legal guardian of the minor; has the legal right to consent to these terms on behalf of the minor; and consents to these Terms on behalf of the minor; and agrees that the minor will be bound by these Terms. “You” refers to the company, other entity, or minor accessing and using the Services, or, if none of the foregoing applies, to the person executing these Terms.

The Services are offered and available to users who are 16 years of age or older. By agreeing to these Terms, You warrant that You are of legal age to form a binding contract with Planner 5D where You reside or are located, and that You meet Planner 5D’s eligibility requirements. If You do not meet these requirements, You must not access or use the Services. If it appears that You may not be old enough to user Our Services, Your account may be disabled.

Please read the Terms carefully before You start to use the Services. By signing up to our Services or using our Services, You accept and agree to be bound and abide by these Terms and Our Privacy Policy which is incorporated herein by reference. If You do not want to agree to (or unable to comply with) these Terms, including Privacy Policy, You must not access or use the Services.

1. ACCESS TO AND USE OF THE SERVICES

1.1. Ownership of Intellectual Property in the Services

Planner 5D and its licensors own (i) the Services and (ii) the Services’ entire contents, features, and functionality, including but not limited to all information, software, data files, text, displays, images, video, and audio, and the design, selection, and arrangement thereof (the “Materials”). The Services and the Materials are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

The Planner 5D name; the term Planner 5D; the Planner 5D logo  ; and all related names, logos, product and service names, designs, and slogans are trademarks of Planner 5D or its affiliates or licensors. You must not use such marks without the prior written permission of Planner 5D.

1.2. Access to and Use of the Services and Materials

Upon Your acceptance of these Terms, Planner 5D authorizes You to access and make Permitted Use (as defined below) of (a) the Services and (b) within the context of the Services, the Materials.

Except pursuant to Sections 1.3 and 2.2, Planner 5D does not transfer or license to You any intellectual property right or other right, title, or interest in or to the Services, the Materials, any copies of the Services or the Materials, or any other asset. For the avoidance of doubt, the preceding sentence does not restrict any automatic reproduction or other use of Materials typical of computers accessing websites, to the extent necessary for Your computer to access and use the features of the Services provided to Planner 5D’s customers generally. Planner 5D reserves all rights not expressly granted by these Terms.

1.3. Permitted Uses

Provided that You comply with these Terms, Planner 5D grants You a limited, nonexclusive, revocable, non-transferable, non-sublicensable license to do the following, depending on Your account type:

A) For owners of personal accounts:

• Use the Materials and the Services to create two-dimensional or three-dimensional room designs or floor plans within the context of the Services for personal, non-commercial or non-revenue generating purposes.
• Create photorealistic renders with Planner 5D watermark of any room designs or floor plans You create using the Services and the Materials (“Renders”), and save, print, and download the Renders for Your personal use.
• Participate in contests, sweepstakes, and other sales promotions, to the extent such activities are offered by Planner 5D and subject to Planner 5D’s separate rules governing those activities (see Section 1.6 below).

B) For owners of commercial accounts:

• Use the Materials and the Services to create two-dimensional or three-dimensional room designs or floor plans within the context of the Services for commercial purposes or revenue generating activities.
• Create photorealistic Renders without Planner 5D watermark, and save, print, and download the Renders for Your commercial use or revenue-generating activities.

C) For owners of Education accounts:

• Use the Materials and the Services as an educational tool to create two-dimensional or three-dimensional room designs or floor plans within the context of the Services; purchase desired number of individual student licenses and assign them to corresponding number of students; withdraw and re-assign the student’s license at the Education account’s owner discretion.
• Create photorealistic Renders with Planner 5D watermark of any room designs or floor plans created by Education account owner (and/or by students to which Education account owner assigned purchased licenses) using the Services and the Materials, and save, print, and download the Renders for educational use, if such feature is offered by the Services.

1.4. Prohibited Uses

You must not use the Services other than for lawful purposes and in accordance with these Terms. By way of example and without limitation, You must not:

• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of Materials from www.planner5d.com or the Planner 5D mobile app.
• Access or use any part of the Services or any services or Materials available through the Services, for any use other than Permitted Uses.
• Use the Services or Materials for service bureau or time-sharing purposes or in any other way allow third parties to exploit them.
• Access, view, use, or copy any of the data files from which Planner 5D’s objects and floor plans are rendered, or any URLs at which such data files are located, other than (a) through Permitted Uses of the Services to create floor plans, including manipulating objects and floor plans.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive any of the Services’ or Materials’ source code or data files.
• Violate in any way 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).
• Use the Services 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.
• Transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
• Impersonate or attempt to impersonate Planner 5D, its employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
• Engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which may harm Planner 5D or users of the Services, or expose them to liability.
• Use the Services in any manner that could disable, overburden, damage, or impair the site or the Planner 5D mobile app 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 Materials on the Services.
• Use any manual process to monitor or copy any of the Materials on the Services, or for any other purpose not expressly authorized in these Terms, 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 that 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 is stored, or any server, computer, or database connected to the Services.
• Attack the Services through any cyber attack or other means, including without limitation a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Services.
• Post any User Contribution (as defined below in Section 2) that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
• Promote or use sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or other classification protected by applicable law.
• 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 upload or use 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 and Our Privacy Policy.
• Post any User Contribution that is likely to deceive any person.
• Promote any illegal activity, or advocate, promote, or assist any unlawful act.
• Engage in conduct that causes annoyance, inconvenience, or needless anxiety, or that is likely to upset, embarrass, alarm, or annoy any other person.
• Misrepresent Your identity, or Your affiliation with any person or organization.
• Use the Services for commercial or revenue-generating activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising, other than as provided by the Permitted Uses.
• Give the impression that any of Your activities emanate from or are endorsed by Planner 5D or any other person or entity, if this is not the case.
• Provide Your password or log-in information to any other person or third party.
• Share non-public Materials or other Services content with any third party.

Any use of the Services or Materials not expressly permitted by these Terms constitutes a breach of these Terms, and may violate copyright, trademark, or other laws. If You copy, modify, download, or otherwise use or provide any other person with access to any part of the Services other than as allowed by the Permitted Uses, or violate these Terms in any other way, Your right to use the Services will terminate immediately, and You must, at Our option and without limiting Our other rights or remedies, return or destroy any copies of the Materials You have made.

1.5. Subscriptions

Planner 5D offers certain paid Services through www.planner5d.com and through the Planner 5D mobile app (“Subscription(s)”).

Prices. All Subscription prices are subject to change without notice. The price charged for Services will be the price in effect at the time the order is placed. Price increases will only apply to orders placed after such changes. We are not responsible for pricing, typographical, or other errors in any offer by Us and We reserve the right to cancel any orders arising from such errors.

Payment terms. Terms of payment are within Our sole discretion. If You wish to buy a Subscription, You shall provide us with a valid payment information, including, without limitation, Your payment card information if You choose to pay by card (e.g. card number, card expiration date, CVV/CVC code) and Your account information. You represent and warrant that (i) the credit card or other payment information You supply to us is true, correct, and complete, (ii) You are duly authorized to use such credit card or payment method for the purchase, (iii) charges incurred by You will be honored by Your credit card company, and (iv) You will pay charges incurred by You at the posted prices, including all applicable taxes, if any. By submitting such payment information, You automatically authorize Planner 5D to charge all Subscription fees incurred through Your account to any such payment instruments.

Billing. You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set on a monthly basis or a yearly basis depending on the Subscription You select.

Renewal. At the end of each Billing Cycle, Your Subscription will automatically renew under the same conditions unless You cancel it or Planner 5D cancels it. You may cancel Your Subscription renewal either through Your account profile page (if You use Our service through the website) or through the settings on Your mobile device (if You use Our service through the app on Your mobile device).

Refunds. Except when required by law, paid Subscription fees are non-refundable. For more information please read Our Refund Policy.

Third-party payment services. We may integrate with the third-party services for the purpose of facilitating payment and the completion of Your purchases. By submitting Your information, You grant us the right to provide the information to these third parties subject to Our Privacy Policy.

1.6. Contests, Sweepstakes and Promotions

Any contests, sweepstakes or other promotions (collectively, “Promotions”) made available through Our website may be governed by rules that are separate from these Terms. If You participate in any Promotions, please review the applicable rules as well as Our Privacy Policy. If the rules for a Promotion conflict with these Terms, Promotion rules will apply.

2. RIGHTS TO USER CONTRIBUTIONS

2.1. User Contributions and Uploaded Images

“User Contribution” refers to any virtual room, furniture array, floor plan, or other two-dimensional or three-dimensional scene, arrangement, representation, or image You create using the Services. User Contributions include, without limitation, any images of textures, architectural drawings, or other images You upload to the Services (any “Uploaded Image”), as well as any modified version of Materials that You create. You understand and agree that any User Contribution, including without limitation incorporated Uploaded Images, that You create, post, submit, publish, display, or transmit will be considered non-confidential.

2.2. Assignment

YOU HEREBY IRREVOCABLY ASSIGN TO PLANNER 5D, AND PLANNER 5D HEREBY ACCEPTS, ALL OF YOUR OWNERSHIP, RIGHT, TITLE, AND INTEREST IN AND TO EACH USER CONTRIBUTION.

ADDITIONALLY, YOU HEREBY IRREVOCABLY ASSIGN TO PLANNER 5D, AND PLANNER 5D HEREBY ACCEPTS, ALL OF YOUR OWNERSHIP, RIGHT, TITLE, AND INTEREST IN AND TO ANY OF THE FOLLOWING THAT YOU CREATED USING THE SERVICES AT ANY TIME BEFORE EXECUTION OF THESE TERMS OF USE: ANY VIRTUAL ROOM, FURNITURE ARRAY, OR OTHER TWO-DIMENSIONAL OR THREE-DIMENSIONAL ARRANGEMENT OR REPRESENTATION, AND ANY MODIFIED VERSION OR MATERIALS OF THE FOREGOING THAT YOU CREATED (collectively, any “Prior Contributions”), except to the extent already separately assigned to Planner 5D. If Your Prior Contributions contain any textures, images, comments, descriptions, or other text of third parties that You upload to the Planner 5D website or mobile app (“Prior Uploaded Image”), You hereby grant Planner 5D a nonexclusive, perpetual, irrevocable, fully paid, royalty-free, worldwide license, effective as of the date of creation, to reproduce, create derivative works from, distribute, publicly display, publicly perform, use, make, have made, offer for sale, sell or otherwise dispose of, and import such Prior Uploaded Image, with the right to sublicense and transfer each and every such right, in any medium now known or hereafter developed.

The rights assigned above pursuant to this Section 2.2 include, without limitation: (a) all copyrights, trademarks, trade secrets, and other intellectual property rights and all other rights that may hereafter be vested relating to User Contributions, and Prior Contributions, arising under any jurisdiction’s laws, together with all national, foreign, state, provincial, and common law registrations, applications for registration, and renewals and extensions thereof; (b) all goodwill associated with User Contributions, and Prior Contributions; and (c) all benefits, privileges, causes of action, and remedies relating to any of the foregoing, whether before or hereafter accrued (including without limitation the exclusive rights to apply for such registrations, renewals, and/or extensions, to sue for all past infringements or violations of any of the foregoing, and to settle and retain proceeds from any such actions).

In exchange for this assignment, Planner 5D hereby grants You a nonexclusive, perpetual, royalty-free, nonassignable, non-sublicenseable worldwide license to reproduce, modify, publicly display, and publicly perform Your User Contributions within the Services. In addition to the restrictions of Section 13 (Disclaimer of Warranties), Planner 5D makes no representation or warranty of any kind, express, implied, or statutory, with respect to such rights, including without limitation any such representation or warranty that the User Contributions will not infringe or misappropriate intellectual property rights, privacy rights, or other rights of third parties.

2.3. License and Backup License

You also grant Planner 5D a nonexclusive, perpetual, irrevocable, royalty-free worldwide license to reproduce, modify, publicly display, publicly perform, and distribute any textures, images, comments, descriptions, or other text that You upload to the Planner 5D website or mobile app.

To the extent, if any, that Section 2.2 above (Assignment) does not provide Planner 5D with all right, title and interest in and to User Contributions or Prior Contributions, You hereby grant Planner 5D a nonexclusive, perpetual, irrevocable, fully paid, royalty-free, worldwide license, effective as of the date of creation, to reproduce, create derivative works from, distribute, publicly display, publicly perform, use, make, have made, offer for sale, sell or otherwise dispose of, and import such User Contribution, Prior Contribution or Prior Uploaded Image, with the right to sublicense and transfer each and every such right, in any medium now known or hereafter developed.

2.4. Reps & Warranties re User Contributions

You represent and warrant that:

• You: (a) own all right, title, and interest in and to each Uploaded Image or (b) You have received a valid license to each Uploaded Image, granting you rights sufficient to grant the license thereto set forth above in Section 2.3 (Backup License), without the further consent of any person or entity.
• You own all right, title, and interest in and to all other components of each User Contribution, except Materials owned by Planner 5D.
• All User Contributions do and will comply with these Terms.
• You (a) own all right, title, and interest in and to each Prior Uploaded Image or (b) You have received a valid license to each Prior Uploaded Image, granting you rights sufficient to grant the license thereto set forth above in Section 2.3 (Backup License), without the further consent of any person or entity.

You understand, acknowledge, and agree that: (a) You are responsible for any User Contributions You submit or contribute; (b) You, not Planner 5D, have full responsibility and liability for such content, including its legality, reliability, accuracy, and appropriateness; and (c) Planner 5D is not responsible or liable to any third party for the content or accuracy of any User Contribution or any other user of the Services.

3. CONFIDENTIALITY

3.1. Confidential Information

“Confidential Information” refers to the following items: (a) any document Planner 5D marks “Confidential”; (b) any information Planner 5D orally designates as “Confidential” at the time of disclosure, provided Planner 5D confirms such designation in writing within 14 business days, as well as the following information whether or not marked or designated confidential: (c) all Planner 5D source code; (d) all data files underlying the objects and floor plans the Services allows users to create or manipulate as rendered images; (e) all URLs at which any of the foregoing are stored; and (d) any other nonpublic, sensitive information You should reasonably consider a trade secret or otherwise confidential. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Your possession at the time of disclosure, without violation of any person’s or entity’s rights; (ii) is independently developed by You without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of an improper action or inaction; or (iv) is approved for release in writing by Planner 5D. You are on notice that the Confidential Information may include Planner 5D’s valuable trade secrets.

3.2. Nondisclosure

You must not use Confidential Information for any purpose other than Your use of the Services (the “Purpose”). You: (a) must not disclose Confidential Information to any employee or contractor unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with You with terms no less restrictive than those of this Section 3; and (b) shall not disclose Confidential Information to any other third party without Planner 5D’s prior written consent. Without limiting the generality of the foregoing, You shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. You must promptly notify Planner 5D of any misuse or misappropriation of Confidential Information that comes to Your attention. Notwithstanding the foregoing, You may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. You must give Planner 5D prompt notice of any such legal or governmental demand and reasonably cooperate with Planner 5D, in any effort to seek a protective order or otherwise to contest such required disclosure.

3.3. Termination, Return, and Retention of Rights

Upon termination of these Terms, You must return or destroy all copies of Confidential Information or, if Planner 5D so requests, certify in writing the destruction thereof. These Terms do not transfer ownership of Confidential Information or grant a license thereto. Planner 5D will retain all right, title, and interest in and to all Confidential Information.