Terms of Service

In these Terms of Service, the following definitions apply:

• "Agreement" means these Terms of Service, including all exhibits, schedules, and policies referenced herein.
• "Authorized User" means any individual authorized by Customer to access and use the Services under Customer's account.
• "Customer," "you," or "your" means the individual or entity that has agreed to these Terms and uses the Services.
• "Customer Data" means all data, content, and information submitted, uploaded, or processed through the Services by or on behalf of Customer.
• "Documentation" means the user guides, online help, and other technical documentation provided by Planasonix for the Services.
• "Effective Date" means the date you first accept these Terms or access the Services, whichever is earlier.
• "Fees" means all fees and charges payable by Customer for the Services as set forth in the applicable subscription plan or Order Form.
• "Order Form" means any ordering document, online subscription form, or statement of work executed by the parties that references these Terms.
• "Planasonix," "Company," "we," "us," or "our" means Planasonix, a Delaware corporation.
• "Services" means the Planasonix ETL platform, APIs, applications, and related services provided by Planasonix, including any updates, enhancements, or modifications thereto.
• "Subscription Term" means the period during which Customer has subscribed to access the Services, as specified in the applicable Order Form or subscription plan.

2.1 Agreement to Terms. By creating an account, accessing, or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must not access or use the Services.

2.2 Authority. If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. In such case, "you" and "Customer" will refer to that organization.

2.3 Electronic Agreement. You agree that these Terms and any notice, agreement, disclosure, or other communication that we provide to you electronically will satisfy any legal requirement that such communication be in writing.

2.4 Order of Precedence. In the event of any conflict between these Terms and an Order Form, the Order Form shall control with respect to the specific Services covered by that Order Form, unless the Order Form expressly states otherwise.

3.1 Age Requirement. You must be at least 18 years of age (or the age of legal majority in your jurisdiction) to use the Services. By using the Services, you represent and warrant that you meet this age requirement.

3.2 Business Use. The Services are intended for business and professional use. By using the Services, you represent that you are using them for business purposes and not primarily for personal, family, or household purposes.

3.3 Prohibited Parties. You may not use the Services if you are: (a) located in, or a resident or national of, any country subject to U.S. trade sanctions or embargoes; (b) on any U.S. Government restricted parties list; or (c) otherwise prohibited from receiving U.S. goods, services, or software.

4.1 Account Creation. To access the Services, you must create an account by providing accurate, complete, and current information. You agree to update this information promptly if it changes.

4.2 Account Security. You are responsible for: (a) maintaining the confidentiality of your account credentials; (b) all activities that occur under your account; (c) restricting access to your account; and (d) promptly notifying us of any unauthorized access or security breach at security@planasonix.com.

4.3 Authorized Users. You may authorize users within your organization to access the Services under your account. You are responsible for ensuring that Authorized Users comply with these Terms and for all actions taken by Authorized Users.

4.4 Multi-Factor Authentication. We may require multi-factor authentication for account access. You agree to enable and maintain such security measures as required.

4.5 Account Sharing. Account credentials are personal to you and may not be shared with, or used by, anyone other than the Authorized User to whom they are assigned.

5.1 ETL Platform. Planasonix provides a cloud-based Extract, Transform, Load (ETL) and data integration platform that enables you to connect to data sources, transform data, and load data to destinations.

5.2 Features. The Services may include, but are not limited to: data pipeline creation, scheduling, monitoring, transformations, reverse ETL, data quality tools, API access, connectors, and related functionality.

5.3 Subscription Tiers. The Services are offered in multiple subscription tiers (e.g., Starter, Professional, Enterprise), each with different features, limits, and pricing. Your access to specific features is determined by your subscription tier.

5.4 Service Levels. For Enterprise customers, service levels may be specified in a separate Service Level Agreement (SLA). Standard subscription tiers are subject to commercially reasonable uptime targets but no guaranteed SLA.

5.5 Beta Features. We may offer beta or preview features that are not yet generally available. Beta features are provided "as is" without warranty and may be modified or discontinued at any time without notice.

6.1 Subscription Plans. Access to the Services requires a paid subscription or free trial. Subscription plans and pricing are described on our website and may change from time to time.

6.2 Billing. By subscribing to the Services, you authorize us to charge the payment method on file for all applicable Fees. Fees are charged in advance for each billing period (monthly or annual) unless otherwise specified.

6.3 Automatic Renewal. Subscriptions automatically renew at the end of each billing period unless cancelled before the renewal date. You may cancel auto-renewal through your account settings or by contacting us.

6.4 Price Changes. We may change our prices at any time. Price changes will take effect at the start of your next billing period after notice is provided. Your continued use after a price change constitutes acceptance of the new pricing.

6.5 Taxes. All Fees are exclusive of taxes. You are responsible for all applicable taxes, duties, and levies, excluding taxes based on our net income. If we are required to collect taxes, they will be added to your invoice.

6.6 Refunds. All Fees are non-refundable except as expressly stated in these Terms or required by applicable law. Refunds, if any, are at our sole discretion.

6.7 Payment Failure. If payment fails, we may: (a) attempt to charge your payment method again; (b) suspend or terminate your access to the Services; (c) charge late fees of 1.5% per month (or the maximum rate permitted by law); and (d) pursue collection.

6.8 Disputes. Any billing disputes must be raised within 60 days of the charge. Failure to dispute within this period waives your right to contest the charge.

6.9 Upgrades and Downgrades. You may upgrade your subscription at any time, with prorated charges applied immediately. Downgrades take effect at the start of the next billing period, and no refunds are provided for the current period.

7.1 Trial Period. We may offer a free trial period for new users. The trial period and any limitations are specified at sign-up and may vary.

7.2 Trial Limitations. Free trials may have reduced features, usage limits, or other restrictions compared to paid subscriptions.

7.3 Conversion to Paid Subscription. At the end of the trial, you may convert to a paid subscription. If you do not subscribe, your access will be suspended and data may be deleted after a grace period.

7.4 One Trial Per Customer. Free trials are limited to one per customer, organization, or household. We reserve the right to terminate trials that violate this limitation.

7.5 No Obligation. No payment information is required to start a free trial, and you are under no obligation to subscribe.

8.1 Ownership. You retain all rights, title, and interest in and to your Customer Data. We do not claim ownership of Customer Data.

8.2 License to Customer Data. You grant us a limited, non-exclusive, royalty-free license to access, use, process, and transmit Customer Data solely as necessary to provide the Services and as otherwise permitted by these Terms.

8.3 Customer Responsibility. You are solely responsible for: (a) the accuracy, quality, and legality of Customer Data; (b) the means by which you acquired Customer Data; (c) ensuring you have all necessary rights and consents to use and process Customer Data; and (d) compliance with applicable laws regarding Customer Data.

8.4 Prohibited Data. You must not submit or process through the Services any data that: (a) you do not have the right to process; (b) violates the rights of any third party; (c) contains malware or malicious code; or (d) violates applicable laws.

8.5 Data Backup. While we maintain reasonable backup and disaster recovery procedures, you are responsible for maintaining your own backups of Customer Data. We are not liable for any loss or corruption of Customer Data.

8.6 Data Deletion. Upon termination of your subscription, we will delete Customer Data within 90 days unless you request earlier deletion or we are required to retain it by law. We may retain anonymized or aggregated data indefinitely.

9.1 Data Processing Agreement. To the extent we process personal data on your behalf, our Data Processing Addendum (DPA), available upon request, applies and is incorporated by reference.

9.2 Role Clarification. For Customer Data containing personal data: (a) you are the data controller; and (b) we are the data processor, processing data only on your instructions and as permitted by these Terms.

9.3 Data Security. We implement appropriate technical and organizational measures to protect Customer Data against unauthorized access, loss, or destruction.

9.4 Subprocessors. You authorize us to engage subprocessors to process Customer Data, subject to appropriate contractual protections. A list of subprocessors is available upon request.

9.5 Connection Credentials. Any database credentials, API keys, or authentication information you provide are encrypted at rest and in transit. We access your connected systems only as necessary to provide the Services.

10.1 General. You agree to use the Services only for lawful purposes and in accordance with these Terms. You are responsible for ensuring that your use complies with all applicable laws and regulations.

10.2 Usage Limits. Your subscription tier includes specified limits on pipelines, connections, data volume, API calls, and other resources. Exceeding these limits may result in additional charges, throttling, or suspension.

10.3 Fair Use. We reserve the right to monitor usage and take action against excessive or abusive use that degrades service quality for other customers.

10.4 Resource Consumption. You must not consume excessive computational, storage, or bandwidth resources in a manner that impacts other customers or our infrastructure.

You agree not to, and not to permit any third party to:

• Use the Services for any illegal, fraudulent, or unauthorized purpose
• Violate any applicable laws, regulations, or third-party rights
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services
• Copy, modify, or create derivative works of the Services or Documentation
• Sublicense, sell, resell, transfer, or assign the Services to any third party
• Access the Services to build a competitive product or service
• Use the Services for benchmarking or competitive analysis without our prior written consent
• Interfere with or disrupt the integrity or performance of the Services
• Attempt to gain unauthorized access to the Services, other accounts, or our systems
• Transmit viruses, malware, or other malicious code through the Services
• Harvest, collect, or mine user data without authorization
• Impersonate any person or entity, or falsely state your affiliation
• Use the Services to send spam, phishing, or other unsolicited communications
• Circumvent usage limits, authentication, or security measures
• Use automated means (bots, scrapers) to access the Services except via our APIs
• Process data in violation of privacy laws or without proper consent
• Use the Services to store or transmit content that infringes intellectual property rights
• Use the Services for cryptocurrency mining or similar resource-intensive activities

12.1 Planasonix IP. The Services, including all software, algorithms, user interfaces, designs, trademarks, logos, and Documentation, are owned by Planasonix or its licensors and are protected by intellectual property laws. Except for the limited rights expressly granted herein, we reserve all rights in the Services.

12.2 License Grant. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services during the Subscription Term solely for your internal business purposes.

12.3 Restrictions. You may not: (a) remove any proprietary notices from the Services; (b) use our trademarks without prior written consent; (c) claim any ownership interest in our intellectual property; or (d) register any domain names, trademarks, or social media handles that include our marks.

12.4 Feedback. If you provide suggestions, ideas, or feedback about the Services ("Feedback"), you grant us a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate such Feedback without any obligation to you.

12.5 Usage Data. We may collect and use aggregated, anonymized usage data for analytics, benchmarking, service improvement, and other business purposes. Such data does not identify you or include Customer Data.

13.1 Definition. "Confidential Information" means any non-public information disclosed by either party that is designated as confidential or should reasonably be understood to be confidential, including business plans, technical data, pricing, and Customer Data.

13.2 Obligations. The receiving party agrees to: (a) protect Confidential Information using at least the same care used to protect its own confidential information; (b) not disclose Confidential Information to third parties without consent; and (c) use Confidential Information only for purposes of this Agreement.

13.3 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known prior to disclosure; (c) is independently developed; or (d) is disclosed pursuant to a legal requirement (with notice where permitted).

13.4 Duration. Confidentiality obligations survive termination of this Agreement for three (3) years, except for trade secrets, which remain confidential indefinitely.

14.1 Our Warranties. We warrant that: (a) the Services will perform materially in accordance with the Documentation; (b) we have the right to provide the Services; and (c) we will provide the Services in a professional and workmanlike manner.

14.2 Your Warranties. You warrant that: (a) you have the authority to enter into this Agreement; (b) you have all rights necessary to provide Customer Data; and (c) your use of the Services complies with applicable laws.

14.4 Third-Party Services. We are not responsible for the availability, accuracy, or functionality of third-party services, data sources, or destinations that you connect through the Services.

15.4 Basis of the Bargain. The limitations of liability reflect an informed, voluntary allocation of risk between the parties and form an essential basis of the bargain between us. The Services would not be provided without such limitations.

16.1 Your Indemnification. You agree to indemnify, defend, and hold harmless Planasonix, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) your Customer Data; (c) your violation of these Terms; (d) your violation of applicable laws; or (e) your infringement of third-party rights.

16.2 Our Indemnification. We will indemnify, defend, and hold you harmless from claims that the Services, as provided by us, infringe a valid patent, copyright, or trademark of a third party. This indemnification does not apply if the claim arises from: (a) Customer Data; (b) modifications you make to the Services; (c) combination with third-party products or services; or (d) your use in violation of these Terms.

16.3 Procedures. The indemnified party must: (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party's expense.

16.4 Sole Remedy. The indemnification obligations stated in Section 16.2 are our sole liability and your exclusive remedy for any claims of infringement.

17.1 Term. These Terms are effective from the Effective Date and continue until terminated in accordance with this section.

17.2 Termination for Convenience. Either party may terminate these Terms: (a) for paid subscriptions, by providing notice of non-renewal before the end of the current Subscription Term; (b) for free trials, at any time by either party.

17.3 Termination for Cause. Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure within 30 days of notice; (b) becomes insolvent or files for bankruptcy; or (c) ceases business operations.

17.4 Termination by Us. We may terminate or suspend your access immediately without prior notice if: (a) you violate these Terms; (b) required by law; (c) your account is past due; or (d) your continued use poses a security risk.

17.5 Effect of Termination. Upon termination: (a) your right to access the Services ends immediately; (b) any outstanding Fees become due; (c) we will delete Customer Data within 90 days (unless you request earlier deletion or legal retention is required); (d) provisions that by their nature should survive will survive, including Sections 8 (to the extent of data deletion), 12-16, and 24-25.

17.6 Data Export. You may export Customer Data at any time during your subscription. Upon request made within 30 days of termination, we will provide a reasonable opportunity to export your data.

18.1 Grounds for Suspension. We may suspend your access to the Services, in whole or in part, if: (a) your account is 15 or more days past due; (b) you violate these Terms or our Acceptable Use Policy; (c) your use threatens the security, integrity, or availability of the Services; (d) required by law or legal process; or (e) we reasonably believe suspension is necessary to protect our rights or the rights of third parties.

18.2 Notice. We will provide reasonable notice before suspension when practicable, unless immediate suspension is necessary to prevent harm.

18.3 Reinstatement. Suspension will continue until the issue is resolved. We may require payment of past-due amounts or other remedial action before reinstating access.

18.4 No Liability. We are not liable for any damages arising from suspension of Services in accordance with these Terms.

19.1 Service Modifications. We may modify, update, or discontinue the Services (or any features) at any time. For material changes that adversely affect your use, we will provide reasonable advance notice when practicable.

19.2 Terms Modifications. We may modify these Terms at any time by posting the revised Terms on our website. Material changes will be effective 30 days after posting or as otherwise specified. Your continued use of the Services after changes take effect constitutes acceptance of the modified Terms.

19.3 Notification. We will notify you of material changes to these Terms via email or through the Services. It is your responsibility to review the Terms periodically.

19.4 Objection. If you object to material changes, your sole remedy is to terminate your subscription before the changes take effect.

20.1 Third-Party Connections. The Services enable you to connect to third-party data sources, destinations, and applications. Your use of such third-party services is governed by their respective terms and privacy policies.

20.2 No Endorsement. The availability of third-party integrations does not constitute an endorsement or warranty by Planasonix. We are not responsible for third-party services or any data you share with them.

20.3 Third-Party Terms. You are responsible for complying with the terms and conditions of any third-party services you connect to through the Services, including obtaining any necessary licenses or permissions.

20.4 Changes to Integrations. Third-party services may change their APIs or terms at any time, which may affect the functionality of our connectors. We are not responsible for such changes.

21.1 Export Laws. The Services may be subject to U.S. export control laws and regulations, including the Export Administration Regulations (EAR). You agree to comply with all applicable export laws and regulations.

21.2 Prohibited Uses. You may not use or export the Services: (a) to any country subject to U.S. trade sanctions or embargoes; (b) to any person on U.S. Government restricted parties lists; (c) for any prohibited end-use, including the development of nuclear, chemical, or biological weapons.

21.3 Representations. You represent and warrant that you are not located in, under the control of, or a national or resident of any sanctioned country or on any restricted parties list.

The Services are "commercial computer software" and "commercial computer software documentation" as defined in FAR 12.212 and DFARS 227.7202. If you are a U.S. Government user, use, duplication, or disclosure is subject to restrictions as set forth in these Terms and applicable law.

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, civil unrest, government actions, epidemics, pandemics, power outages, internet outages, telecommunications failures, cyberattacks, or other similar events ("Force Majeure Events"). The affected party must provide prompt notice and use reasonable efforts to mitigate the impact.

24.1 Informal Resolution. Before initiating any formal dispute resolution, you agree to first contact us at legal@planasonix.com to attempt informal resolution. Most disputes can be resolved informally within 60 days.

24.2 Binding Arbitration. Any dispute, controversy, or claim arising out of or relating to these Terms or the Services that cannot be resolved informally shall be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures. The arbitration shall be conducted in English in Delaware, USA (or remotely if mutually agreed).

24.3 Class Action Waiver. YOU AND PLANASONIX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate claims or preside over any class, representative, or consolidated proceeding.

24.4 Exceptions. Notwithstanding the above: (a) either party may seek injunctive or equitable relief in court to protect its intellectual property rights; (b) claims within the jurisdiction of small claims court may be brought there; (c) this arbitration agreement does not preclude you from bringing issues to the attention of government agencies.

24.5 Opt-Out. You may opt out of this arbitration agreement by sending written notice to legal@planasonix.com within 30 days of first accepting these Terms. Opting out does not affect other provisions of these Terms.

24.6 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

24.7 Jurisdiction. For any matters not subject to arbitration, you consent to the exclusive jurisdiction of the state and federal courts located in Delaware.

25.1 Entire Agreement. These Terms, together with the Privacy Policy, any applicable Order Forms, and the DPA (if applicable), constitute the entire agreement between you and Planasonix regarding the Services and supersede all prior agreements and understandings.

25.2 Assignment. You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.

25.3 Waiver. Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative.

25.4 Severability. If any provision of these Terms is found to be invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

25.5 No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights, except as expressly provided.

25.6 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

25.7 Notices. Notices under these Terms must be in writing and sent to the addresses specified in Section 26 or to the email address associated with your account. Notices are deemed received when delivered personally, on the next business day if sent by overnight courier, or upon confirmation of receipt if sent by email.

25.8 Headings. Section headings are for convenience only and do not affect the interpretation of these Terms.

25.9 Language. These Terms are written in English. Translations are provided for convenience only; the English version controls in case of any conflict.

25.10 Survival. Sections that by their nature should survive termination will survive, including but not limited to Sections 1, 8.1, 8.5-8.6, 12-16, 17.5, 24, and 25.

If you have questions about these Terms of Service, please contact us: