Please take time to thoroughly read the Plugr Services Description and these terms of service (collectively, this "Agreement"). Except in cases where you and Plugr have entered into a written Master Subscription Agreement (MSA), which will govern your access to and use of the Services and Software and not these Terms of Service, this Agreement is between you and Plugr, LLC. and its affiliates (hereinafter, "Plugr," "we," "us," or "our"). This Agreement may be entered into on your own behalf or on behalf of a legal company. You represent that, if you are entering into this Agreement on behalf of a legal entity, you are an appropriately designated representative with the power to bind such entity. In this Agreement, all references to "you" or "your" refer to the individual accepting this Agreement or the legal entity the representative is acting on behalf of. The definitions of capitalized terms in this Agreement are provided in the Plugr Services Description, Section 34 below, or in the corresponding section where they appear.
We might use Plugr Watch, LLC., one or more of our affiliates, or both to deliver the Services and Software. Only in compliance with the terms and conditions of this Agreement may you use the Services and Software.
ADVANCED READERS SHOULD PAY CLOSE ATTENTION TO THE FOLLOWING TERMS AND CONDITIONS: (i) in Section 27, that you and Plugr will arbitrate certain claims rather than going to court and that you will not file class-action claims against Plugr; (ii) in Sections 12 and 14, that specific terms and conditions apply to recurring subscription charges and automatic renewals; (iii) in Section 15, that Plugr may add, edit, and modify these Terms of Service and our Service Description; and (iv) in Section 26, that you release Plugr from, and forfeit your right to recover from Plugr certain damages. You understand that using the Services and Software, including creating an account, requires your consent to be legally bound by all of the terms and conditions stated below. A legally binding agreement is formed between you and Plugr upon your acceptance of this Agreement.
1. ACCOUNT INFORMATION; SHARING
1.1 Registration; Username and Passwords
In order to register for, access, or use the Services and Software, you might be asked for personal information. You guarantee and represent that all of the foregoing, including the Customer Data, is and will continue to be accurate and complete, and that Plugr bears no responsibility for any mistakes or omissions in the Customer Data. In order to access or utilize the Services and Software, you might also be required to select a username and password. In our sole discretion, we reserve the right to reject any such username or password and to demand that you replace it. You accept full responsibility for protecting the confidentiality of your username and password, and you promise not to reveal or provide access to them to any outside parties.
1.2 Prohibition on Sharing
Unless Plugr has specifically granted you written permission in advance, you are not permitted to share an account, host privileges, or any other user rights with any other person. You shall not divulge to any third party any login information or passwords pertaining to the aforementioned. You understand that it is totally forbidden to share any such rights. It is not assignable or transferable for you to use or access the Services and Software. Any account, host privileges, or other user rights cannot be assigned or transferred to another person unless (i) that person terminates their employment or their relationship with their employer, if applicable, or (ii) Plugr gives their prior, express written consent.
2. ORDERING SERVICES
2.1 Order Form
Plugr has authorized and approved an online registration form or order form (collectively, "Order Form") through which you may place an order for the Services. The provisions of this Agreement apply to any order for Services placed in accordance with an Order Form. If approved and approved by Plugr, an Order Form may include additional or different terms, conditions, and details about the Services you are acquiring. In the event that this Agreement and any authorized or agreed-upon Order Form conflict or are inconsistent, the appropriate Order Form will take precedence over this Agreement to the degree required to address that specific conflict or contradiction alone. During the applicable Initial Subscription Term or then-current Renewal Term, Plugr shall furnish the Services described in your Order Form and standard updates to the Services that we make generally available to similarly situated customers in the same geographic region at no additional cost. Plugr retains the exclusive right to: (i) terminate the Services; or (ii) change the features or functionalities of the Software or Services.
2.2 Minimum Commitment
For the duration of the applicable Initial Subscription Term or then-current Renewal Term, you shall continue to provide the minimum amount of Services specified on your Order Form. Unless you request an increase in Services, which will take effect as specified in the applicable Order Form, any timely and contractually available modification to the Services set forth on your Order Form will only take effect at the beginning of your next Renewal Term.
2.3 Outstanding Balance; Late Payment
You understand that Plugr is not obligated to supply any new Services specified in an Order Form until all outstanding balances due and owing for existing Services are paid in full, without restricting our rights in this Agreement, including Sections 12.7 and 14.3.
3. ACCESS AND USE; SOFTWARE LICENSE
3.1 Access and Use; Software License
Subject to the terms and conditions of this Agreement, you may access and use, during the Initial Subscription Term or then-current Renewal Term, the Services as set forth on each applicable Order Form. If access to or use of any portion of the Services requires or allows for you to download, use, or install Plugr software (“Software”), Plugr grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable, and royalty-free license to use the Software in object code format on a compatible device for your internal use only, solely to access and use the Services during the applicable Initial Subscription Term or then-current Renewal Term. You acknowledge and agree that your access to and use of the Services and Software under this Section 3.1 (and as otherwise provided in this Agreement) is revocable in Plugr’s sole discretion.
3.2 Documentation License
Subject to the terms and conditions in this Agreement, Plugr grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable, and royalty-free license for you to use Plugr-provided product and services documentation (“Documentation”) solely for your internal business purposes in connection with use of the Services or Software during the applicable Initial Subscription Term or then-current Renewal Term.
3.3 Ownership
You acknowledge that, notwithstanding anything to the contrary herein, the Services are provided to you on a subscription basis, and the Software and Documentation is provided to you under a limited license, and neither has been sold to you. You also acknowledge that you have neither obtained nor will obtain any ownership or other right, title, or interest in or to the Services, Software, or Documentation or any Proprietary Rights relating thereto. Any copies of Software will remain the exclusive property of Plugr. The Software may include code that is licensed to you under third party license agreements, including open source software made available or provided with the Software. Without limiting the generality of the foregoing, Plugr owns all right, title, and interest in and to all upgrades, enhancements, new releases, changes, and modifications to the Services or Software, together with all ideas, architecture, algorithms, models, processes, techniques, user interfaces, database design and architecture, and “know-how” embodying the Services and Software. Under no circumstances will you be deemed to receive, have, or be granted title to all or any portion of the Services, Software, or Documentation, title to which at all times vests exclusively in Plugr. None of the Services, Software, or Documentation, or any component thereof, is or shall be deemed to be a “work made for hire,” as that term is defined in 17 U.S.C. § 101.
4. RESPONSIBILITY FOR USE AND END USERS
4.1 Use of the Services; End User Responsibility
You will, and you will cause your End Users to, abide by and ensure compliance with, all the terms and conditions of this Agreement. Use of the Services is void where prohibited. You are responsible for your and your End Users’ access to and use of the Services and Software. You are responsible for the activities of all your End Users, including ensuring that all End Users will comply with the terms and conditions of this Agreement and any applicable Plugr policies. You acknowledge that you remain liable for the acts and omissions of any third party that you allow, enable, or otherwise provide access to the Services or Software, whether or not such access was expressly permitted by Plugr.
4.2 Violations by End Users or Third Parties
Plugr assumes no responsibility or liability for violations of this Agreement by End Users or any other third party that you allow, direct, or enable to access the Services or Software. If you become aware of any violation of this Agreement in connection with use of the Services or Software by any person, you must contact Plugr at trust@plugr.life
4.3 Liability for Content and Data
Under no circumstances will Plugr be liable in any way for any data or other content viewed while using the Services, including any errors or omissions in any such data or other content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or other content.
4.4 Investigation of Use
Plugr may investigate any complaints and violations that come to our attention and may take any action, in its sole discretion, including issuing warnings, suspending or disconnecting the Services or Software, removing the applicable data or other content, terminating accounts or End User profiles, or taking other reasonable actions in its sole discretion.
5. SYSTEM REQUIREMENTS; CHANGES
Your use of the Services and Software requires one or more compatible devices, Internet access, and certain third-party software, and you may be required to obtain updates or upgrades from time to time for Software or third-party software, which may result in additional costs to you. Because use of the Services and Software involves hardware, software, and Internet access, your ability to access and use the Services and Software may be affected by the performance of the foregoing. High-speed Internet access is recommended. You are solely responsible for any fees that may apply to your access to or use of the Services and Software, including fees for hardware, software, Internet access, or text messages. You agree that the foregoing requirements are your responsibility, and Plugr may, in its sole discretion, discontinue availability or compatibility of the Services or Software, on a particular operating system, device, or platform.
6. USE OF BETA SERVICES
If you use any beta services, products, or software offered or made available by Plugr, then you acknowledge that your use of the services, products, or software are governed by separate Beta Program Terms of Use and not by this Agreement.
7. RECORDINGS
You are responsible for compliance with all Laws governing the monitoring or recording of conversations as the Host or Phone Host. A Host or Phone Host can choose to record, for example, meetings, webinars, or a phone call. By using the Services, you authorize Plugr to store recordings. You will receive a notification (visual or otherwise) when recording is enabled. If you do not consent to being recorded, you can choose to leave the recorded session.
8. PROHIBITED USES
You agree that you will not, and will not permit any End Users to, directly or indirectly: (i) use the Services or Software in violation of our Acceptable Use Guidelines (which are hereby incorporated into this Agreement); (ii) modify, customize, disassemble, decompile, prepare derivative works of, create improvements, derive innovations from, reverse engineer, or attempt to gain access to any underlying technology of the Services or Software, including any source code, process, data set or database, management tool, development tool, server or hosting site; (iii) knowingly or negligently use the Services or Software in a way that abuses, interferes with, or disrupts Plugr’s networks, your account, Host rights, or any other user rights, or the Services; (iv) engage in activity that is illegal under applicable Law, fraudulent, false, or misleading; (v) transmit through the Services or Software any material that may infringe, misappropriate, or violate the Proprietary Rights of third parties; (vi) build or benchmark a competitive product or service, or copy any features, functions, or graphics of the Services or Software; (vii) use the Services or Software for the development, production, or marketing of a service or product substantially similar to the Services or Software; (viii) use the Services or Software to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would infringe or violate the Proprietary Rights of any party, or is otherwise unlawful, or would give rise to civil or criminal liability, under any applicable Law; (ix) upload or transmit any software, Customer Content, or code that does or is intended to harm, disable, destroy, or adversely affect performance of the Services or Software in any way or which does or is intended to harm or extract information or data from other hardware, software, networks, or other users of the Services or Software; (x) engage in any activity or use the Services, Software, or your account in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, Software, or any servers or networks connected to the Services or Plugr security systems; (xi) use the Services or Software in violation of any Plugr policy or in a manner that violates applicable Law, including anti-spam, import and export control, intellectual property, privacy, anti-terrorism, anti-bribery, foreign corrupt practices, and any other Laws requiring the consent of subjects of audio and video recordings; (xii) remove, delete, alter, or obscure any Proprietary Rights notices provided on or with the Services or Software, including any copy thereof; (xiii) make, use, or offer the Services or Software for lease, rent, or sale, or reproduce, resell, distribute, publish, display, assign, transfer, sublicense, lend, use on a timeshare or service bureau basis, or use the Services or Software for any commercial or other purpose that is not expressly permitted by this Agreement; or (xiv) make available the Services or Software, or any features or functionality thereof, to any third party for any reason or by any manner, unless expressly permitted by this Agreement or otherwise expressly agreed to in writing by you and Plugr.
9. COMPLIANCE WITH LAWS
You are solely responsible for your and your End Users’ compliance with all Laws that apply to your and your End Users’ access to and use of the Services and Software, including Laws requiring you to provide proper End User notifications and to obtain proper End User consents, which may be necessary to allow Plugr and Plugr’s authorized third parties to access, use, and share Customer Content. You shall comply with, and ensure that all End Users comply with, all applicable Laws in connection with your obligations under this Agreement, including access to and use of the Services and Software.
10. DATA USAGE, LICENSES AND RESPONSIBILITIES
10.1 Customer Content
Data, content, communications, messages, files, documents, or other materials that you or your End Users generate or provide in connection with the Services or Software, together with any resulting transcripts, recordings, outputs, visual displays, or other content, is referred to as Customer Content.
10.2 Permitted Uses and Customer License Grant
Plugr will only access, process or use Customer Content for the following reasons (the “Permitted Uses”): (i) consistent with this Agreement and as required to perform our obligations and provide the Services; (ii) in accordance with our Privacy Statement; (iii) as authorized or instructed by you; (iv) as required by Law; or (v) for legal, safety or security purposes, including enforcing our Acceptable Use Guidelines. You grant Plugr a perpetual, worldwide, non-exclusive, royalty-free, sublicensable, and transferable license and all other rights required or necessary for the Permitted Uses.
Plugr does not use any of your audio, video, chat, screen sharing, attachments or other communications-like Customer Content (such as poll results, whiteboard and reactions) to train Plugr or third-party artificial intelligence models.
10.3 Our Obligations Over Your Customer Content
Plugr will maintain reasonable physical and technical safeguards to prevent the unauthorized disclosure of or access to Customer Content. Plugr will notify you if it becomes aware of an unauthorized disclosure or unauthorized access to Customer Content. Plugr may use consultants, contractors, service providers, subprocessors, and other Plugr-authorized third parties in connection with the delivery of the Services or Software. Plugr will ensure that any sharing of Customer Content with an authorized third party will be in compliance with applicable Law.
10.4 Customer Responsibilities
You are solely responsible for compliance with all Laws and regulations pertaining to the Customer Content, including Laws requiring you to obtain the consent of a third party to use, license or generate Customer Content and to provide appropriate notices of third party rights. Plugr may delete any Customer Content, at any time without notice to you if Plugr becomes aware that it violates any provision of this Agreement or any applicable Laws. You retain all ownership rights in your Customer Content subject to any license or other rights granted herein.
10.5 Service Generated Data
Telemetry data, product usage data, diagnostic data, and similar data that Plugr collects or generates in connection with your or your End Users’ use of the Services or Software are referred to as Service Generated Data. Plugr owns all rights, title, and interest in and to Service Generated Data.
1. ELIGIBILITY; RESTRICTION ON USE BY CHILDREN
11.1 Eligibility
You affirm that you are of legal age to enter into this Agreement and to use the Services and Software. You affirm that you are otherwise fully able and competent to enter into and abide by the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement. Your access may be terminated without warning if it comes to our attention that you are under the legal age to enter into this Agreement or are otherwise ineligible to enter into this Agreement or to use the Services and Software.
11.2 Restrictions on Use by Children
Plugr is not intended for use by individuals under the age of eighteen (18) years old.
12. PAYMENTS AND CHARGES
12.1 Charges
You agree that Plugr may charge your credit card, debit card, or other payment mechanism selected by you and approved by Plugr (“Payment Method”) for all amounts due and owing in connection with your use of the Services, as set forth in the applicable Order Form or otherwise used or ordered by or for you through the Services, including set up fees, one-time fees, non-recurring fees, overages, per-use charges, subscription fees, recurring fees, and any other fees and charges associated with the Services or your account (“Charges”). As provided in Section 13, unless otherwise expressly specified an Order Form, all Charges are exclusive of Taxes and Fees. You agree to promptly update your Payment Method to allow for timely payment. Changes made to your Payment Method will not affect Charges that Plugr submits to your chosen Payment Method before Plugr could reasonably act on your changes. Additionally, you agree to permit Plugr to use any updated Payment Method information provided by your issuing bank or the applicable payment network and to charge your current primary Payment Method by using the details of such Payment Method saved in our system, even if such Payment Method is declined. Plugr further reserves the right to use your backup Payment Method to the extent one is provided. By adding a backup Payment Method, you authorize Plugr to process any applicable Charges on your backup Payment Method if your primary Payment Method is declined.
12.2 Non-Cancelable and Non-Refundable Charges
You agree that all payments are non-cancelable for the Initial Subscription Term or the then-current Renewal Term, as applicable, and are final and non-refundable, unless otherwise agreed to by Plugr, required by Law, or set forth in your Order Form.
12.3 Changes to Pricing
Plugr may change prices for the Services at any time, in its sole discretion. For changes to your Charges, Plugr will provide you with not less than (i) thirty (30) calendar days prior notice, or (ii) the time period prescribed by applicable Law (each, (i) and (ii), a “Rate Change Notice”). Unless prohibited by the terms of your Order Form, any changes to your Charges will be effective upon the commencement of your next Renewal Term or other date calculated in accordance with applicable Law. If you seek to terminate or modify the Services affected by a Rate Change Notice, then you must terminate or modify your affected Services within the applicable Rate Change Notice time period. If you do not terminate or modify the affected Services within the applicable Rate Change Notice time period, then you shall be deemed to have automatically accepted the change to your Charges, unless your affirmative, express consent to such change is required under applicable Law. If required by applicable Law, we will remind you of your termination and modification right, any applicable time-period, and the consequences of not terminating.
12.4 Promotional Rates and Discounts
Prices specified in an Order Form may include a promotional rate, discount, sale, or special offer, which may be temporary and may expire (i) per the terms of the offer, or (ii) upon the commencement of a Renewal Term. The expiration of the discount or promotional pricing may expire without additional notice to you, unless specified in an Order Form or as required by applicable Law. Plugr reserves the right to discontinue or modify any promotion, discount, sale, or special offer in its sole discretion.
12.5 Collection of Charges
You agree that if Plugr is unable to collect the Charges for the Services through your Payment Method, Plugr may, to the extent not prohibited by applicable Law, take any other steps it deems necessary to collect such Charges from you and that you will be responsible for all costs and expenses incurred by Plugr in connection with such collection activity, including collection fees, court costs, and attorneys’ fees. You further agree that, to the extent not prohibited by applicable Law, Plugr may collect interest at the lesser of 1.5% per month or the highest amount permitted by Law on any Charges not paid when due.
12.6 Support Services and Updates.
Plugr will provide, at no additional costs, (i) standard support as set forth in our then-current Documentation (see Help Center), and (ii) standard updates to the Services and Software that are made generally available by Plugr to similarly situated customers in the same geographic region during the Initial Subscription Term or any applicable Renewal Term. In accordance with applicable Law and the terms of this Agreement, Plugr reserves the right to (a) modify its standard support and charge you for standard support and (b) charge you for any updates to the Services or for any premium features or functionality.
12.7 Termination or Suspension for Nonpayment
Without limiting our rights in any other section of this Agreement, including 14.3, if any failure to pay Charges continues for five (5) calendar days following the due date, Plugr may terminate, suspend, or disconnect your Services immediately and without prior notice.
12.8 Billing Communications
You agree that Plugr may contact you via email or otherwise at any time with information relevant to your use of the Services, including billing communications, regardless of whether you have opted out of receiving marketing communications or notices.
12.9 Withdrawal; Cooling-Off Period
If under applicable Law you have a time period to terminate your Services based on a right of withdrawal, or a cooling-off period, you may request to terminate the affected Services in accordance with applicable Law and, if applicable, receive a pro rata refund of any prepaid and unused Charges. If the Services begin before any withdrawal or cooling-off period, or you fail to terminate your Services during the right of withdrawal or cooling-off period, then you acknowledge that you lose any termination rights under this Section 12.9. Nothing in this Section 12.9 is intended to limit or exclude any of your rights that cannot be limited or excluded under applicable Law.
13. TAXES
13.1 Taxes and Fees
Unless otherwise expressly specified by Plugr as required by applicable Law, all prices shown by Plugr and Charges for the Services on your account are exclusive of Taxes and Fees. Where applicable, Taxes and Fees will be charged on the invoices issued by Plugr in accordance with applicable Laws. Plugr, in its sole discretion, will (i) calculate the amount of Taxes and Fees due, and (ii) change such amounts without notice to you.
13.2 VAT Invoices
If required by Law, Plugr will issue a VAT invoice, or a document that the relevant taxing authority will treat as a VAT invoice, to you. You agree that this invoice may be issued electronically. VAT meaning: A Value-Added Tax (VAT) invoice is a document issued by an accountable person. A VAT invoice sets out the details of a taxable supply and all related information as prescribed by VAT law. A VAT invoice must issue within 15 days of the end of the month in which goods or services are supplied.
13.3 Tax exemptions
If you are exempt from any Taxes and Fees, you will provide Plugr with all appropriate tax exemption certificates, and/or other documentation satisfactory to the applicable taxing authorities, to substantiate such exemption status. Plugr reserves the right to review and validate tax exemption documentation. If the tax exemption documentation is not provided or not valid, Plugr reserves the right to charge applicable Taxes and Fees to you.
13.4 Payment of Taxes and Withholding
You will pay Plugr, and you are solely responsible for, any applicable Taxes and Fees. All payments made by you to us under this Agreement will be made free and clear of any deduction or withholding Taxes and Fees, as may be required by applicable Law. If any such deduction or withholding Taxes and Fees (including domestic or cross-border withholding taxes) are required on any payment, you will pay such additional amounts as necessary, such that the net amount received by us is equal to the amount then due and payable under this Agreement. We will provide you with such tax forms as reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement. You also agree to provide Plugr with withholding tax certificates, upon Plugr’s request, to the extent a withholding certificate is required to be sent to Plugr under applicable Law, and you agree that Plugr may provide your withholding tax certificate to the appropriate taxing authority without further notice to you.
13.5 Value-Added Tax – Customer Obligations
If Taxes and Fees are due towards the taxing authorities by you instead of Plugr, through the reverse charge or other similar mechanism, you will provide Plugr with all appropriate evidence for Plugr to demonstrate your business nature, such as a valid VAT registration number (or similar information required under the relevant VAT Laws). Plugr reserves the right to review and validate your VAT registration number. If the VAT registration number is not valid, Plugr reserves the right to nevertheless charge the applicable VAT to you. For the avoidance of doubt, if VAT is due by you to a taxing authority, through the reverse charge or other similar mechanism, you are solely responsible for paying those amounts to the relevant taxing authority, such that Plugr receives the full amount of payment required.
13.6 Tax Determination
Tax determination is principally based on the location where you have established your business based on your Customer Data, or if you are an individual, where you permanently reside. This location will be defined by Plugr as your ‘Sold To’ address. Plugr reserves the right to cross reference this location against other available evidence to validate whether your location is accurate. If your location is inaccurate, Plugr reserves the right to charge you any outstanding Taxes and Fees.
13.7 Use and Enjoyment
If you subscribe to any Services, and those Services are used and enjoyed by a subsidiary of you in a country that is different from your location as determined pursuant to Section 13.6, you confirm that, where required, you will treat this as a supply to your subsidiary. If you subscribe to the Services and those Services are used and enjoyed by a branch or individual in a country that is different to your location as determined pursuant to Section 13.6, you acknowledge that you will inform Plugr of the Services that have been allocated, and you acknowledge that Plugr reserves the right to charge Taxes and Fees based on the use and enjoyment of those Services.
13.8 Disclosures to Taxing Authorities
In accordance with applicable tax Law, and notwithstanding any of Plugr’s notice obligations that may arise under this Agreement, including but not limited to, Section 17.4 or pursuant to our Government Request Guide, we may disclose Customer information, including Customer Confidential Information, to a tax authority without notice to you before or after the disclosure.
More information on our GOVERNMENT REQUEST GUIDE below:
Plugr supports the free and open exchange of thoughts and ideas. We are proud to facilitate meaningful conversations and professional collaboration around the world. Because of our commitments to user privacy, security, and safety, Plugr subjects all government requests to a careful review, and we will not respond to government requests that fail that review.
Plugr Watch, LLC. (“Plugr”) provides these guidelines to law enforcement and government agencies seeking nonpublic information about Plugr’s customers. These guidelines do not apply to requests for customer data issued by anyone other than law enforcement or government agencies, including civil litigants and criminal defendants.
How to submit a request:
Law enforcement and government agencies must submit all inquiries and requests for information or preservation (and extensions) via our Law Enforcement Response System (LERS) here:
As part of Plugr’s mission to make communications frictionless and secure, our Law Enforcement Response Team accepts and processes requests for information through the Plugr Law Enforcement Request System (LERS).
Verified law enforcement agents or government officials can use LERS to securely submit legal process for user data, preservation requests, emergency requests, or withhold access requests.
They can also use Plugr LERS to check the status of a request, track multiple requests and download the response to a request.
You may submit your request through the Plugr LERS system if you are a sworn law enforcement agent or another government official authorized to issue legal process connected with an official investigation.
Requirements for all jurisdictions
14. TERM; TERMINATION AND SUSPENSION
14.1 Term; Automatic Renewal
Each Order Form will specify your Initial Subscription Term and any applicable Renewal Term for the Services. Unless your Order Form expressly states otherwise or applicable Law prohibits automatic renewal, each Renewal Term for the Services will begin automatically at the end of the then-current Initial Subscription Term or Renewal Term, as the case may be, unless either party provides written notice of termination or modification of the Services provided under such Order Form (i) at least thirty (30) calendar days prior to the commencement of the next Renewal Term, or (ii) within the notice period required by applicable Law (collectively, (i) and (ii), the “Renewal Notice Period”). In order to terminate or modify the affected Services, you must provide notice to Plugr, via the billing portal (if available for your account) or in an email to renewals@plugr.life, in accordance with the Renewal Notice Period. Any statutory rights you may have under the applicable Laws to terminate your Services at an earlier time during the Initial Subscription Term or any given Renewal Term remains unaffected by this clause, and, if required by applicable Law, we will send you a reminder notice prior to the commencement date of the Renewal Term (and in accordance with the notice periods specified in this Agreement or other such deadline set by applicable Law that may apply to you) reminding you of your right to terminate the affected Services and how to do so.
14.2 Customer Termination
If you have subscribed to one or more Services for a specific term, such termination will be effective as to each such Service on the last day of the then-current term for each applicable Service, provided that you provide proper and timely notice pursuant to Section 14.1. You may terminate this Agreement by providing written notice of termination if Plugr has materially breached this Agreement and has not cured such material breach within thirty (30) business days of Plugr’s receipt of your written notice of such breach. Your notice shall state the specific provision in this Agreement that you contend Plugr has breached and set forth in reasonable detail the facts and circumstances you allege provide the basis for such breach.
14.3 Plugr Termination Rights and Suspension
Notwithstanding anything to the contrary herein, if you fail to comply with any provision of this Agreement or any referenced policies, guides, notices, or statements, Plugr may (i) immediately suspend your access to the Services, or (ii) terminate this Agreement, effective immediately. If Plugr chooses to suspend your Services and the failure to comply continues, Plugr may exercise any or all of its termination rights in this Section 14.3. Additionally, Plugr may terminate this Agreement, for any reason or no reason, upon thirty (30) business days’ advance notice.
14.4 Effect of Termination or Suspension
Upon any termination of this Agreement, you must cease any further use of the Services and Software, except for any access rights granted in Section 14.5. No expiration or termination of this Agreement will affect your obligation to pay all Charges that may have become due before such expiration or termination, including that Plugr may retain any Charges previously paid by you if this Agreement is terminated, unless prohibited by applicable Law. If your Services are suspended for your failure to comply with this Agreement, you will be liable for all Charges due and owing during the period of suspension.
14.5 Deletion and Access to Customer Content After Termination
For thirty (30) calendar days following expiration or termination of this Agreement, Plugr will provide you access to retrieve your Customer Content, after which time your Customer Content will be deleted according to applicable Law, this Agreement, and our regularly scheduled deletion protocols, policies, and procedures. All access during the period set forth in this Section 14.5 is provided to you subject to and governed by this Agreement.
15. MODIFICATIONS TO THIS AGREEMENT
15.1 General Changes
Plugr may make modifications, deletions, and additions to this Agreement (“Changes”) from time to time in accordance with this Section 15.1. When Changes are made, Plugr will indicate the effective date of the Changes at the top of the Terms of Service or in our Service Description. Changes to this Agreement do not create a renewed opportunity to opt out of arbitration (if applicable). If you continue to use the Services after the effective date of the Changes, then you agree to the revised terms and conditions. In some instances, Plugr may notify you of a Change and also may request express confirmation of your consent to a Change. If a Change requires a specific notice pursuant to applicable Law, Plugr will provide you with such notice in the manner prescribed by applicable Law, together with any required notification of your rights.
15.2 Other Changes
You agree that Plugr may modify, delete, and make additions to its guides, statements, policies, and notices, with or without notice to you, and for similar guides, statements, policies, and notices applicable to your use of the Services by posting an updated version on the applicable webpage. In most instances, you may subscribe to these webpages using an authorized email in order to receive certain updates to policies and notices.
15.3 Change Notifications
It is your responsibility to keep your email address up to date for any notices that Plugr may send to you from time to time and to regularly review this Agreement by reviewing these Terms of Service and the Services Description.
16. PLUGR PROPRIETARY RIGHTS; FEEDBACK
16.1 Feedback
If you or any of your employees, contractors, agents, or End Users send, transmit, or otherwise provide any feedback, comments, suggestions, questions, or the like, regarding the Services or Software, including any ideas, know-how, concepts, enhancements, recommendations, or other information relating to the Services or Software, including suggesting or recommending changes to the Services or Software such as new features or functionality relating thereto (collectively, “Feedback”), you acknowledge that (i) Plugr owns, and Plugr shall retain ownership of, all right, title, and interest in and to such Feedback, including any Proprietary Rights therein, and (ii) Plugr may, but is not required to use, the Feedback, including any Proprietary Rights therein, for any purpose whatsoever without any attribution, financial compensation, or reimbursement of any kind to you or any third party. You hereby unconditionally and irrevocably assign and agree to assign to Plugr on your behalf, and you shall cause your employees, contractors, agents, and End Users to unconditionally and irrevocably assign and agree to assign, all right, title, and interest in and to the Feedback, including all Proprietary Rights relating thereto. All Feedback is and will be treated as Plugr Confidential Information until Plugr, in its sole discretion, chooses to make any specific Feedback non-confidential.
16.2 Ownership of Plugr Property
Plugr, its affiliates, its licensors, and suppliers (as applicable) own and shall retain ownership of (i) all Service Generated Data (as provided in Section 10.5), (ii) all Feedback (as provided in Section 16.1), (iii) the Services and Software, and any underlying or other technology and intellectual property embodied or contained in, used to provide or support, or otherwise associated or provided in connection with, the Services or Software, including all Proprietary Rights related thereto, and (iv) all trade names, trademarks, service marks, trade dress, logos, icons, insignia, symbols, interface and other designs, domain names and corporate names, and the like (whether registered or unregistered) (“Plugr Marks”) associated or displayed with the Services or Software, together with the goodwill associated with any of the foregoing Plugr Marks (all of the foregoing, collectively “Plugr Property”). You may not frame or utilize framing techniques to enclose any Plugr Marks, or other proprietary materials or information (including images, text, page layout, or form) of Plugr without our express prior written consent. You may not use any meta tags or any other “hidden text” utilizing Plugr Marks without our express prior written consent. No rights to use the Plugr Marks are provided to you herein.
16.3 Reservation of Rights
Plugr reserves all rights not expressly granted to you in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party, any Proprietary Rights or other right, title, or interest in or to any Plugr Property or other intellectual property provided in connection with this Agreement or the Services or Software.
17. CONFIDENTIALITY
17.1 Definition “Confidential Information” means: (i) with respect to Plugr, any information disclosed by, for, or on behalf of Plugr, directly or indirectly, to you or any End User in connection with this Agreement, the Services or Software, or learned or accessed by you or any End User in connection with the Services or Software, including business information, development plans, product roadmap details, systems, strategic plans, source code, services, products, pricing, methods, processes, financial data, programs, trade secrets, know-how, and marketing plans, however it is conveyed in any form or medium, together with all information derived from the foregoing, and any other information that is designated as being confidential (whether or not it is marked as “confidential”) or which is known by you or the End User or reasonably should be understood by you or the End User to be confidential (“Plugr Confidential Information”); and (ii) with respect to you, any information disclosed by you to Plugr that (a) must be kept confidential pursuant to applicable Law or (b) is sensitive security and technical information that is clearly and conspicuously marked as “confidential” by you (“Customer Confidential Information”). Customer Content is not Customer Confidential Information; however, Customer Content will be protected in accordance with Section 10.3.
17.2 Exclusions
Confidential Information does not include information that: (i) is already rightfully known to the receiving party at the time it is received, free from any obligation to keep such information confidential; (ii) becomes publicly known or available through no act or omission of the receiving party or any third party; (iii) is rightfully received from a third party without restriction and without breach of this Agreement; or (iv) is independently developed by the receiving party without the use of the disclosing party’s Confidential Information.
17.3 Obligation of Confidentiality
You and Plugr shall take reasonable steps to maintain the confidentiality of each other’s Confidential Information using measures that are at least as protective as those taken to protect its own information of a similar sensitivity, but in no event using less than a reasonable standard of care. Neither you nor Plugr will disclose the other party’s Confidential Information to any person or entity except to its employees, advisors, and attorneys who have a strict need to know the information in connection with this Agreement and who are bound by confidentiality obligations at least as protective as the provisions herein. In addition to the foregoing permitted disclosures, Plugr also may disclose Customer Confidential Information to its consultants, contractors, service providers, sub processors, and other third parties who are bound by confidentiality obligations at least as protective as the confidentiality provisions herein.
17.4 Permitted and Compelled Disclosures
Notwithstanding the restrictions in this Section 17 and without limiting any other rights of Plugr, including our disclosure rights without notice in Section 13.8, we may disclose Customer Confidential Information received in connection with this Agreement, the Services, or Software to the extent authorized in our Government Request Guide or as required by applicable Law; provided, however, that Plugr will first notify you, unless providing such notice or timely notice is: (i) prohibited by applicable Law; or (ii) determined by Plugr in its sole discretion to be (a) a risk or potential risk of harm to a person or to the health of a person, (b) a risk or potential risk of damage to property, (c) an emergency, or (d) a threat to the Services, Software, or Plugr’s rights or property.
18. THIRD PARTY PROPRIETARY RIGHTS
You agree to not, and to not permit any End User to, post, modify, distribute, or reproduce in any way in connection with your or your End Users’ use of the Services or Software any copyrighted material, trademarks, or other proprietary material that may infringe, misappropriate, or otherwise violate another’s Proprietary Rights without obtaining the prior written consent of the owner of the Proprietary Rights. You represent and warrant that you are either the author of all Customer Content to be provided under this Agreement or have obtained and hold all rights necessary to provide such Customer Content and receive all Customer Content in the form provided by Plugr, in connection with your or your End Users’ use of the Services or Software. Plugr may deny access to the Services to any End User who is alleged to infringe another person’s Proprietary Rights and may remove any stored Customer Content upon Plugr’s receipt of notice by the Proprietary Rights owner (e.g., a takedown request).
19. APPLE iOS TERMS OF USE
20. MEDICAL DEVICE
You agree that Plugr Services and any Software provided under this Agreement, even if also subject to a separate business associate agreement, does not include, constitute, or otherwise consist of any medical device, product, or service cleared or approved by the U.S. Food and Drug Administration and are not intended for use in the diagnosis of, cure of, mitigation of, treatment of, or prevention of, any diseases, ailments, or conditions.
21. THIRD-PARTY INTEGRATIONS AND OFFERINGS
The Services or Software may interoperate, integrate, or be used in connection with third party offerings and services (“Third-Party Offerings”). Plugr is not responsible for, and Plugr hereby disclaims any liability for, any act or omission of any provider of Third-Party Offerings or the operation of any Third-Party Offerings, including access to, modification of, or deletion of data, regardless of whether Plugr or a Service endorses, approves, or supports any such Third-Party Offerings. Plugr does not guarantee the interoperation, integration, or support of any Third-Party Offerings. may, at any time, in its sole discretion, modify the Services or Software, which may result in the failed interoperation, integration, or support of Third-Party Offerings. You have sole discretion whether to purchase or connect to any Third-Party Offerings, and your use of any Third-Party Offering is governed solely by the terms of such Third-Party Offerings.
22. EXPORT RESTRICTIONS
You acknowledge that the Services and Software, or a portion thereof, are subject to the Export Administration Regulations, 15 C.F.R. Parts 730-774 of the United States, and may be subject to other applicable country export control and trade sanctions Laws, including the Export Administration Regulations, 15 C.F.R. Parts 730-774 of the United States, and programs maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) (collectively, “Export Control and Sanctions Laws”). Plugr will provide the U.S. export classification(s) applicable to its Services and Software upon request. You and your End Users may not access, use, export, re-export, divert, transfer, or disclose any portion of the Services or Software or any related technical information or materials, directly or indirectly, in violation of Export Control and Sanctions Laws. You represent and warrant that: (i) you and your End Users (a) are not citizens of, or located within, a country or territory that is subject to U.S. trade sanctions or other significant trade restrictions (including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions of Ukraine) and that you and your End Users will not access or use the Services or Software, or export, re-export, divert, or transfer the Services or Software, in or to such countries or territories; (b) are not persons, or owned or controlled by 50% or more, individually or in the aggregate, by persons, identified on the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List or Foreign Sanctions Evaders Lists or any similar applicable list maintained by a country’s regulatory authority; and (c) are not persons on, affiliates of persons on, the U.S. Department of Commerce’s Denied Persons List, Entity List, or Unverified List, or U.S. Department of State proliferation-related lists; (ii) you and your End Users located in Belarus, Myanmar (Burma), Cambodia, China, Russia, or Venezuela are not Military End Users and will not put Plugr Services or Software to a Military End Use, as defined in 15 C.F.R. 744.21; (iii) no Customer Content created or submitted by you or your End Users is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control and Sanctions Laws; and (iv) you and your End Users will not take any action that would constitute a violation of, or be penalized under, U.S. antiboycott laws administered by the U.S. Department of Commerce or the U.S. Department of the Treasury. Any list of countries specifically included in this clause will be deemed to be updated to the extent that any country or territory is added or removed under the Export Control and Sanctions Laws. You are solely responsible for complying with the Export Control and Sanctions Laws and monitoring them for any modifications.
23. NO HIGH RISK USE AND SAFE USE
THE SERVICES AND SOFTWARE ARE NOT DESIGNED FOR USE IN HAZARDOUS OR HIGH-RISK ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT, COMBAT OPERATIONS, OR WEAPONS SYSTEMS. YOU SHALL NOT USE THE SERVICES AND SOFTWARE FOR OR IN CONNECTION WITH ANY HIGH-RISK ENVIRONMENT. YOU FURTHER AGREE NOT TO USE THE SERVICES OR SOFTWARE IN AN UNSAFE MANNER, INCLUDING WHILE DRIVING, WALKING, OR OTHERWISE WITHOUT YOUR FULL ATTENTION WHERE RISK TO YOU, YOUR END USERS, OR OTHERS MAY ARISE OR RESULT.
24. NO WARRANTIES
YOU AGREE THAT THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS” AND PLUGR, ITS AFFILIATES, SUPPLIERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PLUGR, ITS AFFILIATES, SUPPLIERS, AND LICENSORS MAKE NO GUARANTEE, PROMISE, WARRANTY, OR REPRESENTATION (i) REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR SOFTWARE, (ii) REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR SOFTWARE, OR (iii) THAT THE SERVICES OR SOFTWARE WILL MEET ANY USER’S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES OR SOFTWARE IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES OR SOFTWARE. THE ENTIRE RISK ARISING OUT OF USE OR THE PERFORMANCE OF THE SERVICES OR SOFTWARE REMAINS WITH YOU. PLUGR DOES NOT ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY DATA, INCLUDING CUSTOMER CONTENT AND CUSTOMER DATA, USER INFORMATION, OR COMMUNICATIONS BETWEEN USERS. USE OF THE SERVICES AND SOFTWARE IS AT YOUR SOLE RISK.
25. INDEMNIFICATION
To the extent not prohibited by applicable Law, you agree to indemnify, defend, and hold Plugr and its affiliates and each of our licensors and suppliers (“Indemnified Parties”) harmless, including any officers, directors, employees, shareholders, members, consultants, and agents of the Indemnified Parties, from any third party allegation, claim, proceeding, liability, damage, or cost (including reasonable attorneys’ fees) arising out of or related to (i) your or your End User’s use of the Services or Software, (ii) your or your End User’s breach of this Agreement or violation of applicable Law, (iii) your or your End User’s infringement or violation of any Proprietary Rights or other right of any person or entity, (iv) your relationship with your End User or any dispute between you and your End User, or (v) a personal injury or property damage to a third party relating to your or your End User’s acts or omissions.
26. LIMITATION ON LIABILITY
READ THIS SECTION CAREFULLY AS IT LIMITS OUR LIABILITY TO YOU.
PLUGR AND ITS AFFILIATES AND EACH OF THEIR LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY: