Effective Date: June 7, 2021 (v. 1.2.0)
Certain disclosed information is confidential, trade secret, or proprietary in nature. This includes, but is not limited to, your data, the Software’s Source Code, the detailed workings of each major function of the Software, compilation of the major functions, technical design, your internal data formats and database, and calculation routines (the “Confidential Information”). OnePlan agrees to not use (or permit use of) Confidential Information for any purpose other than as permitted by this Agreement. In any case, OnePlan may not use (or permit use of) any Confidential Information for the purpose of competing with you. OnePlan may disclose the Confidential Information if necessary, in the reasonable and written opinion of OnePlan’s attorney, to comply with any law or order of a court of competent jurisdiction after giving prompt notice to you and cooperating with your efforts to avoid the requirement to disclose the Confidential Information. OnePlan agrees to safeguard the Confidential Information with a degree of care commensurate with reasonable standards of industrial security for protection of this information, and in any event, with the standards the OnePlan uses to protect its own most confidential information.
4. ONEPLAN SUBSCRIPTION PLANS
For purposes herein, “License Fee” means the Individual License Fee, all forms of the Business License Fee (e.g., Professional License Fee, or Enterprise License Fee), or the Company Partnership License Fee (if any), as applicable. We reserve the right to increase or decrease any License Fee at any time; however, to the extent you have paid your License Fee in advance, the increase or decrease will not become effective for your Plan until the end of your current subscription term or your next renewal.
For purposes herein, “Payment Method” means the Individual Payment Method or the Business Payment Method, as applicable.
(b) Payment Method.
(i) You may edit your Payment Method information by visiting our website and clicking on the “Account” link, available at the top of the pages of the OnePlan website. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your Payment Method information or cancel your account (see Cancellation Policy in Section 10 below), you remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated. This may result in a change to your payment billing dates. We may update your Payment Method with information provided by the applicable payment service provider, and you authorize us to continue to charge the applicable License Fee to the updated Payment Method. Check with your Payment Method service provider for more details.
(ii) When you select or purchase a Plan, begin a Free Trial, Team Trial, or Pilot, or otherwise provide or add any form of Payment Method to Checkout or your account, your bank may reserve the funds necessary or place a small authorization hold until the transaction processes or the authorization hold expires, but this is not the actual charge. The authorization will be removed from your account according to the policies of your bank; and as such, to remove an authorization, please contact your bank to clarify how long they hold authorizations for online orders.
(iii) Depending on where you transact with us, the type of Payment Method used, and where your payment method was issued, your transaction with us may be subject to foreign exchange fees or differences in prices because of exchange rates and other OnePlan-provided geographic-specific pricing. We do not support all payment methods, currencies, or locations for payment. If your payment method fails, or if your account is past due, we may collect fees owed using other collection mechanisms—this may include charging other payment methods on file with us or retaining collection agencies and legal counsel, the fees and cost of which you hereby agree to pay. Notwithstanding anything to the contrary, your obligation to pay fees continues through the end of your applicable subscription term and regardless of whether you cancel your Plan during such term.
4.1 INDIVIDUAL PLAN
(i) Automatic Individual Renewal. BY REGISTERING FOR, SUBSCRIBING TO, OR PURCHASING AN INDIVIDUAL PLAN AND PROVIDING BILLING INFORMATION DURING CHECKOUT, YOU GRANT US AND OUR AUTHORIZED THIRD-PARTY PAYMENT PROCESSOR(S) THE RIGHT TO PROCESS PAYMENT FOR YOUR INDIVIDUAL LICENSE FEE VIA THE DEBIT CARD, CREDIT CARD, OR PAYPAL® ACCOUNT YOU PROVIDED DURING CHECKOUT OR MAINTAIN ON YOUR ACCOUNT (your “Individual Payment Method”). YOU UNDERSTAND AND AGREE THAT AT THE END OF EACH INDIVIDUAL TERM WE WILL AUTOMATICALLY RENEW YOUR INDIVIDUAL PLAN FOR THE SAME LENGTH OF TERM AND PROCESS YOUR INDIVIDUAL PAYMENT METHOD FOR PAYMENT OF THE INDIVIDUAL LICENSE FEE AT THE THEN-APPLICABLE PRICE FOR AN INDIVIDUAL PLAN (said process, “Automatic Individual Renewal”). If you choose to be billed “monthly”, we will process your Automatic Individual Renewal on or near the same day of each month. If you choose to be billed “annually”, we will process your Automatic Individual Renewal on or near the same day of each year. If payment is not received within such time period, or if we are unable to renew your Individual Plan based on inaccurate or outdated Individual Payment Method information, we may suspend or terminate your Individual Plan, in our sole discretion. For Individual Plans, there is no ability to disable Automatic Individual Renewal other than cancellation (see Section 10(b)). Please visit http://support.OnePlan.com/ for more details on Automatic Individual Renewal.
(ii) Individual Plan Refund Policy. All portions of the Individual License Fee, whether paid monthly or annually, are completely non-refundable. Exceptions for extenuating circumstances may be considered by emailing [email protected]; however, we are in no way required to refund you any portion of the Individual License Fee.
4.2 BUSINESS PLANS
(b) Individual Business Subscriptions. The Business License allows a specific number of your employees or affiliate employees to register as OnePlan users (each, a “Business User”) and receive access to the Site by way of your Business License. Each Business User must be designated by the business purchasing the Business License or by such business’s designated Plan Manager, after which each Business User will be provisioned unique Account Information to register for a OnePlan account and receive access to use the Site through an individual single-use business subscription (an “Individual Business Subscription”). Each Individual Business Subscription is to be used solely by the named Business User and for the internal purposes of the business provisioning the Business License. Each Individual Business Subscription may not be shared amongst Business Users nor may it be shared amongst multiple employees, affiliate employees, contractors, agents, or other individuals.
(c) Business License Fee. OnePlan’s grant of the Business License is expressly conditioned on timely payment of the then-applicable annual license fee in advance for all Individual Business Subscriptions on or added to your Business Plan in the amount and on the billing frequency set forth during Checkout or in a Sales Order (individually, and collectively, the “Business License Fee”).
(i) Payment by Debit or Credit Cards, PayPal®, or Third Parties. By registering for, subscribing to, or purchasing a Business Plan and providing billing information during Checkout or otherwise, you grant us and our authorized third-party payment processor(s) the right to process payment for your Business License Fee via the debit card, credit card, PayPal® account, third-party payment provider, or reseller you provide, authorize, or maintain on your Business Plan account (individually, and collectively, “Business Payment Method”).
(ii) Payment by Invoice. If you choose to be invoiced during Checkout (or choose to have a third-party payment provider or reseller be invoiced on your behalf) rather than using a Business Payment Method, your Business License Fee will be billed as of the effective date of the subscription start date set forth during Checkout or a Sales Order. You hereby agree the Business License Fee is due as of the date of any OnePlan invoice, payable within thirty (30) days of said date.
(iii) Automatic Business Renewal. Unless otherwise set forth in Checkout or a Sales Order, YOU UNDERSTAND AND AGREE THAT AT THE END OF EACH APPLICABLE BUSINESS TERM WE WILL AUTOMATICALLY RENEW YOUR BUSINESS PLAN (INCLUDING ALL INDIVIDUAL BUSINESS SUBSCRIPTIONS ON YOUR BUSINESS PLAN) FOR THE SAME LENGTH OF TERM AND PROCESS YOUR BUSINESS PAYMENT METHOD OR INVOICE FOR PAYMENT OF THE APPLICABLE BUSINESS LICENSE FEE FOR THE RENEWAL BUSINESS TERM AT THE THEN-APPLICABLE PRICE FOR A BUSINESS PLAN.
By way of example, if you select 10 Individual Business Subscriptions under a 1-year Business Plan during Checkout beginning January 1, 2017, we will process your Business Payment Method or invoice you for the 1-year cost of 10 Individual Business Subscriptions on the date of your Checkout. Your 10 Individual Business Subscriptions will expire on December 31, 2017, and unless you notify us at least 30 days prior to December 31, 2017, we will renew your Business Plan on or around January 1, 2018 for one year and on or around January 1st each year thereafter for 10 Individual Business Subscriptions at the then-applicable price for such subscriptions.
If, however, you select 25 Individual Business Subscriptions under a 2-year Business Plan during checkout beginning January 1, 2017, we will process your Business Payment Method or invoice you for the 2-year cost of 25 Individual Business Subscriptions on the date of your Checkout. Your 25 Individual Business Subscriptions will expire on December 31, 2019, and unless you notify us at least 30 days prior to December 31, 2019, we will renew your Business Plan for an additional two years on or around January 1, 2020 and on or around January 1st every two years thereafter for 25 Individual Business Subscriptions at the then-applicable price for such subscriptions.
(iv) Suspension Because of Nonpayment. If payment is not received within the required time period, or if we are unable to renew your Business Plan based on inaccurate or outdated Business Payment Method information, we may suspend your access to the Site (including all of your Business Users’ access) until payment is received. In the event we suspend your Business Plan because of nonpayment, no additional time will be added to the then-applicable Business Term.
(d) Additional Subscriptions. As a Business Plan subscription holder, you or your Plan Manager may purchase additional Individual Business Subscriptions during the Initial Business Term or any Renewal Business Term, as applicable. The Business Users’ access to the Site by way of the new subscriptions is conditioned upon timely payment of the applicable Business License Fee for each Individual Business Subscription added, which will be prorated for the number of days remaining in your then-current Business Term and paid by your Business Payment Method on file (or invoice), as selected during Checkout.
(g) Your Marks. As a Business Plan subscription holder, you agree that we may use your logo and name; provided that such use may be for informational purposes only in marketing efforts, solely for the purpose of identifying you as a customer of OnePlan, and for no other purpose.
4.3 FREE TRIAL / TEAM TRIAL / PILOT SUBSCRIPTION PLANS
(a) Free Trial (Individuals). As a Free Trial user, you agree to provide your Individual Payment Method during Checkout before beginning your Free Trial. We will not process your Individual Payment Method for payment of your Individual License Fee during your Free Trial (however you may see an authorization—see Section 4); however, on the first day following the end of your Free Trial we will convert your Free Trial into a paid Individual Plan and process your Individual Payment Method for your Individual License Fee on the billing frequency chosen during Checkout, which will also place your account from that date forward into Automatic Individual Renewal practices. By providing your Individual Payment Method details in conjunction with your Free Trial registration, you agree to these charges and practices. If you do not wish to be charged, you must cancel your Free Trial before the end of your Free Trial; and upon cancellation of your Free Trial your access to the Site will terminate immediately.
4.4 COMPANY PARTNERSHIP PLAN
4.5 ONEPLAN-ACQUIRED SERVICE
If you were migrated to a OnePlan subscription plan due to your subscription to a different content library owned by an entity acquired by OnePlan, including without limitation subscription plans to CodeSchool.com, DigitalTutors.com, or TrainSimple.com (each, a “OnePlan-acquired Service”), the following additional terms and conditions also apply to you:
(a) if the license fee for your subscription for the OnePlan-acquired Service was being automatically renewed prior to OnePlan’s acquisition of such OnePlan-acquired Service, your subscription will be automatically renewed (as set forth in Section 4.1 or 4.2, as applicable) at the current OnePlan subscription rate unless affirmatively cancelled by you (see Section 10).
(b) as a legacy CodeSchool.com or TrainSimple.com customer, you may continue to have access to concurrent login privileges through CodeSchool.com, DigitalTutors.com, or TrainSimple.com throughout your applicable subscription term but only while these legacy platforms exists. We reserve the right to retire these platforms at any time. When the either or both platforms are retired, we will provide you with notice on how your user base will be transitioned to the Site (as applicable).
5. PROPRIETARY MATERIALS
(c) OnePlan Copyright and Marks. The entire Site is © 2017 – 2018 OnePlan, LLC. All Rights Reserved. Complying with all applicable copyright laws is your responsibility. “OnePlan”, “Code School”, “Digital Tutors”, “OnePlan | Creative”, and other OnePlan marks and logos are service marks and trademarks of OnePlan.
(e) Third-Party Marks. Other trademarks, service marks, and logos used throughout the Site are the trademarks, service marks, or logos of their respective owners. These may include: Apple®, the Apple logo, and iPad, which are trademarks of Apple Inc., registered in the U.S. and other countries; Android®, Google Play® and the Google Play logo, which are trademarks of Google Inc; and PayPal®, which is a registered trademark of PayPal, Inc.
(f) Violation of Copyright or Intellectual Property Laws. We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and at our sole discretion, remove or disable access to any materials on the Site that we believe (or are notified) may infringe on the rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement or otherwise infringes on your intellectual property rights, please report it to us promptly by way of the procedures that we maintain at http://www.oneplan.ai/copyright-procedure.
6. MOBILE AND OTHER DEVICES
If you use a mobile device or OnePlan-provided mobile application to access the Site, the following additional terms and conditions (“Mobile Terms”) also apply:
(a) You agree that you are solely responsible for all message and data charges that apply to use of your mobile device to access the Site. All such charges are billed by and payable to your mobile service provider. Please contact your participating mobile service provider for pricing plans, participation status, and details.
(b) You understand that wireless service may not be available in all areas at all times and may be affected by product, software, coverage, or service changes made by your service provider or otherwise. Additional terms and conditions may apply to your use of our mobile applications based on the type of mobile device that you use.
7. ONLINE SERVICES (HOSTING) TERMS AND CONDITIONS
The Monthly Uptime Percentage is calculated using the following formula:
(Maximum Available Minutes – Downtime) / Maximum Available Minutes * 100
If the OnePlan Service does not achieve 99.95% uptime, OnePlan will provide Customer with a 100x Service Credit (as defined below), pursuant to the provisions, requirements, and limitations of this SLA.
A “100x Service Credit” is a credit equivalent to one hundred (100) times Customer’s Service Fees for the duration of the Failure, applied against fees for the Service Element (as defined below) subject to the Failure. (For example, where applicable pursuant to this SLA: a Failure lasting seven (7) hours would result in credit of seven hundred (700) hours of free service; a Failure lasting fifteen (15) minutes would result in a 1500-minute, or 25-hour, credit.) No credit in a given month can exceed 1/12 of annual subscription fees for the impacted Service Element. A “Service Element” is any element or feature of the Service assigned its own price on any OnePlan price list or invoice or on any quote given to Customer. All credits referenced in this SLA are 100x Service Credits.
This SLA does not cover (without limitation): (a) network performance to Customer’s physical location or internet access point (such as a local DSL/cable modem); or (b) failures due to denial of service attacks. Furthermore, all uptime percentages do not include scheduled maintenance periods which will last no longer than (1) hour per week.
7.3 Azure Security
OnePlan’s products are hosted in Microsoft Azure. Azure infrastructure is resilient to attack, safeguards user access to the Azure environment, and helps keep data secure through encrypted communications as well as threat management and mitigation practices, including regular penetration testing.
7.4 Azure Compliance
Azure meets a broad set of international and industry-specific compliance standards, such as ISO 27001, HIPAA, FedRAMP, SOC 1 and SOC 2, as well as country-specific standards like Australia IRAP, UK G-Cloud, and Singapore MTCS. Rigorous third-party audits, such as by the British Standards Institute, verify Azure’s adherence to the strict security controls these standards mandate. You can verify our implementation of many security controls by requesting audit results from the certifying third parties.
7.5 Monitoring Services
Every OnePlan service is monitored 24 hours a day, 7 days a week, 365 days a year using monitoring services provided by Microsoft Azure. The following services are monitored:
- Static HTTP
- Processor and Memory Usage
- Hard Disk Usage
If a test fails, a monitoring notification is generated immediately. All notifications are sent directly to the OnePlan network operations team. OnePlan applies the following intervention timeframes after a monitoring alarm for all shared servers:
- Five (5) minutes after alarm during business hours, 8:00 a.m.-6:00 p.m. (PST) Monday to Friday, US statutory holidays excluded.
- Thirty (30) minutes after alarm outside of normal business hours.
7.6 Backup Procedures
7.6.1 Backup of databases
OnePlan performs incremental database backups using Azure Backup Services geo-replicated storage system. Backups will be stored for 14 days. Daily Snapshot backups will be performed for virtual servers. Snapshots will be stored for 3 days.
7.7 Restore requested by customer
All backup restores, whether partial or full, cost $1000 per request. A customer can request a restore by submitting a ticket to OnePlan. The estimated turnaround time for a backup request is about 24-48 hours.
7.8 Restore after disaster recovery
In the unlikely event of a catastrophic failure of a cluster, a replacement cluster will be brought live within 24hrs and the most recent backup will be restored on this cluster.
7.9 Discontinued services
In the event that OnePlan chooses to discontinue its online service offering or experiences financial hardship, OnePlan shall 1.) Notify customers 60 days in advance 2.) Deliver all back up and database files to the customer and 3.) Provide a functional environment for 60 days.
8. Part 3 – Updates and Future Releases
8.1 Bug Fix Process
OnePlan maintains Production and QA environments for code. Any bug fix is implemented into OnePlan QA environment and tested thoroughly before being pushed into Production. All client environments use code from OnePlan’s cloud-based Production environment. Any bugs reported by clients are resolved by OnePlan as part of their subscription licensing.
8.2 New Feature Releases
New features are periodically added to OnePlan applications. These features follow the same process of release into QA, thorough testing, then release into Production. Clients may choose to use or not enable the new features being added to applications.
8.3 Release Schedule
OnePlan maintains a regular schedule of release dates. All bug fixes and new features are released to production code on a pre-announced date, generally every 4 to 6 weeks. Emergency releases will only be deployed pending management approval.
8.4 Changes to the Service; Cancellation or Termination
We may change the service at any time and for any reason without notice. If we cancel a particular service or feature, we will make commercially reasonable efforts to replace it with a comparable service or feature, but we are not obligated to do so. We may cancel or suspend your service or a portion of your service at any time and for any reason without notice, including if you violate the terms of this contract. If we do, your right to use the service will stop right away. Cancellation of the service will not change your obligation to pay any charges due on your billing account. If we cancel the service without cause, we will refund the unused portion of your service charge for that period on a pro-rated basis.
9. REPRESENTATION, WARRANTIES, AND COVENANTS
(a) Your Representations and Warranties. You represent and warrant that:
(ii) You are over the age of 13 as all portions of the Site (other than the content hosted on http://www.oneplan.ai/kids-courses, hereinafter referred to as the “Kids Content”) are not intended for children under 13. If you are under 13 years of age, you may not register for an account or otherwise use the Site; provided that you may view the Kids Content, but only with the involvement, supervision, and approval of a parent or legal guardian;
(iii) You are solely responsible for all service, telephony, data charges, and other fees and costs associated with your access to and use of the Site, including without limitation maintaining all internet, browser software and extensions, computer hardware, telephone, and other equipment required for such access.
(d) Reliance and Functionality. OnePlan does not warrant that the content or functions of the Site will meet your requirements or that the operation of the Site will be uninterrupted or error free. The content and materials presented on or through the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from or related to any reliance placed on such materials by you, your Business Users, or any other visitor to the Site, or by anyone who may be informed of any of its contents. The Site (including without limitation our blogs and Interactive Features) may include content provided by third parties, including materials provided by other users, bloggers, or third-party licensors, syndicators, aggregators, and reporting services. All statements and opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by OnePlan, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of OnePlan. We are not responsible or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
(e) Availability of Site. You recognize that the traffic of data through the Internet may cause delays during your use of or access to the Site, and accordingly, you agree not to hold us liable for delays that are ordinary in the course of Internet use. You further acknowledge and accept that the Site may not be available on a continual 24-hour basis due to such delays, delays caused by our upgrading, modification, or standard maintenance of the Site, or any other delays outside of our control.
(f) Third-party services, links, SSO, OAuth, etc. If any portion of the Site contains services (e.g., discussion forums), links, resources, or materials provided by third parties, including without limitation URL links, discussion forum engines, single-sign on services (SSO), OAuth resources (e.g., Facebook, GitHub, LinkedIn, etc.), or capabilities to share to social media websites, these are provided for your convenience only. This may include links contained on courses or in advertisements, including banner advertisements and sponsored links on the Site. We have no control over the contents, software, or privacy practices of these third-party services, links, resources, or materials, and accept no responsibility for them or for any loss or damage that may arise from your use of them—if you access or use them, you do so entirely at your own risk.
10. TERMINATION; CANCELLATION POLICY
(c) Business Plan Termination.
(d) You acknowledge and agree that OnePlan may retain and store your information on OnePlan’s systems for archival purposes notwithstanding any termination or cancellation of your account or Plan.
(b) Indemnification Procedure. You agree to cooperate as fully as reasonably required in the defense of any Claims, including asserting any available defenses. We reserve the right, at our own expense, to assume the exclusive defense and control of any Claims or matter otherwise subject to indemnification by you and you may not in any event settle any Claims without our prior written consent.
12. NO WARRANTY; LIMITATIONS ON LIABILITY
(a) No Warranty. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED. NEITHER ONEPLAN NOR ANY PERSON OR ENTITY ASSOCIATED WITH ONEPLAN MAKES ANY PROMISE, WARRANTY, OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER ONEPLAN NOR ANY PERSON OR ENTITY ASSOCIATED WITH ONEPLAN PROMISES, REPRESENTS OR WARRANTS THAT THE SITE OR CONTENT OBTAINED THROUGH THE SITE OR ANY PORTION THEREOF WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ITS CONTENT OR MATERIALS WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. ONEPLAN HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
13. ADDITIONAL TERMS
(a) OnePlan Professional Services. If you engage or utilize any of OnePlan’s professional services (“Professional Services”), the Professional Services are governed exclusively by the OnePlan Professional Services Terms and Conditions (“Professional Services Terms”).
14. CHANGES TO TERMS OR THE SITE
(b) Changes to the Site. OnePlan may at any time, without notice or liability, change or eliminate any content or feature of the Site or any portion thereof, or restrict the use of any portion of the Site. Your only right with respect to any dissatisfaction with any service-related change or elimination is to cease use of the Site. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any reason.
(i) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties,
(ii) the United Nations Convention on Contracts for the International Sale of Goods, or
(i) by OnePlan to you via e-mail to the e-mail address you maintain in your account settings or by notifying you electronically by displaying the notice in the Site;
(ii) by you to us in any commercially reasonable manner, including certified mail, return receipt requested, e-mail, or any other customary means of communication at the applicable mailing address set forth below, as may be updated from time to time. Any notice given otherwise than in accordance with this Section will be deemed ineffective.
One Civic Center Dr 210
San Marcos, CA 92069
Attn: Legal Counsel
Email: [email protected]
All other feedback, comments, requests for technical support, or other communications relating to the Site should be directed to the OnePlan support team by emailing [email protected]