PlanWell - Terms of Use

Last Updated: November 6, 2000

WELCOME TO PLANWELL

We maintain this Web site (the ³Site²) as a service to our customers. By using our Site, you are agreeing to comply with and be bound by the following terms of use. Please review the following terms carefully. If you do not agree to these terms, you should not review information or obtain goods, products or services from this Site.

ACCEPTANCE OF AGREEMENT

PlanWellä ("PlanWell^TM") makes available to you on this Site information, documents, images, software and products (collectively, the "Materials") and various services operated by PlanWell^TM (collectively, the "Services"), subject to the terms and conditions set forth in this agreement (the "Terms of Use"). By accessing or using this Site, which includes your access to or use of any of the Services, you agree to the Terms of Use. PlanWell^TM reserves the right to change the Terms of Use from time to time at its sole discretion. Your use of the Site will be subject to the most current version of the Terms of Use posted on the Site at the time of such use. In addition, when using particular Services or Materials on this Site, or entering sections of the Site for Members, you shall be subject to any posted guidelines or rules applicable to such Services or Materials that may contain terms and conditions in addition to those in the Terms of Use. All such guidelines or rules are hereby incorporated by reference into the Terms of Use. If you breach any of the Terms of Use, your authorization to use this Site automatically terminates and you must immediately destroy any Materials downloaded or printed from the Site.

This Agreement is void where prohibited by law, and the right to access the Site, Materials and Services is revoked in such jurisdictions.

LIMITED COPYRIGHT LICENSE

The Materials and Services on this Site, including, but not limited to, the compilation of all content, are protected by copyright and/or other intellectual property laws and any unauthorized use of the Materials or Services at this Site may violate such laws. Except as expressly provided herein, PlanWell^TM and its suppliers do not grant any express or implied right to you under any patents, copyrights, trademarks, rights in trade secrets, or other intellectual property rights with respect to the Materials and Services.

Except as expressly permitted herein, no portion of the Materials on this Site may be reproduced in any form or by any means without the prior written permission of PlanWell^TM.

Use of Software. The software and accompanying documentation that are made available to download from this Site are the copyrighted work of PlanWell^TM and/or its licensors or suppliers. The Terms of Use, any additional terms or end user license agreements that accompanies or is included with such software, or that are set out below govern use of the software. You will not be able to download or install any software that is accompanied by or includes an end-user license agreement unless you agree to the terms of such end-user license agreement. If you do not agree to such terms, you will not be able to use the software. You may not decompile, reverse engineer, or otherwise attempt to discover the source code of any of the software available on or through the Site, unless, and only to the extent that, applicable law prohibits contractual limitations upon your right to do so, and then only after you have notified PlanWell^TM in writing of your intended activities.

Use of Site Information. Except as otherwise indicated elsewhere on this Site, you may view, download, and print the documents and information available on this Site subject to the following conditions:

The documents and information may be used solely for personal, informational, and internal purposes.

Except as expressly permitted, the documents and information may not be modified or altered in any way.

Except as expressly permitted, the documents and information on the Site may not be distributed.

You may not remove any copyright, trademark or other proprietary notices contained in the documents and information.

PlanWell^TM reserves the right to revoke the authorization to view, download, and print the documents, Materials, software, and information available on this Site at any time, and any such use shall be discontinued immediately upon written notice from PlanWell^TM.

The rights granted to you constitute a limited license and not a transfer of title.

The rights specified above to view, download and print the documents, Materials, software and information available on this Site are not a right to copy the design, layout, or look and feel of the Site apart from the uses permitted herein. Elements of this Site are protected by trade dress and other laws and may not be copied or imitated in whole or in part. You agree not to use any means to circumvent log in, password, and other protections that PlanWell^TM puts in place to restrict access to certain parts of the Site.

REGISTRATION AND MEMBER INFORMATION

Certain portions of the Site are only available to individuals and entities that have become registered members of the Site as described in these Terms of Use ("Members"). The Services or Materials available to Members may include services provided by PlanWell^TM and by third parties ("Associates"). To become a Member of PlanWell^TM you must submit a complete PlanWell^TM registration form. By submitting a registration form, you represent and warrant (a) that you are 18 years of age or over, and (b) you personally are signing up as a Member, or (iii) that you are signing up as a Member on behalf of an entity you have identified in the registration form and are authorized to sign for and bind that entity; and (c) the information on the registration form is current, complete, and accurate. Member must update registration information to ensure that it continues to be current, complete, and accurate. PlanWell^TM reserves the right to accept or reject Member registrations for PlanWell^TM.

Upon acceptance of Member's registration form, PlanWell^TM shall provide to Member a Username and password. Upon Member's receipt of that Username and password, PlanWell^TM authorizes Member to access and use PlanWell^TM subject to the Terms of Use.

USE AND PROTECTION OF USERNAME AND PASSWORD

You are responsible for maintaining the confidentiality of your account Username and password. You are responsible for all uses of your account, whether or not actually or expressly authorized by you. If there is a breach of the confidentiality of a password or Username assigned to Member, or any breach of security through Member's account, then Member shall notify PlanWell^TM immediately by contacting PlanWell^TM at info@e-arc.com.

USE BY MEMBERS

Member may use the Site in accordance with this Terms of Use Agreement, including PlanWell^TM's "Acceptable Use Policy", which is available at the end of these Terms of Use. Member shall use PlanWell^TM only for the direct benefit of Member's internal business operations, and shall not resell project management, hosting or any other services on behalf of any third parties. With respect to information available on the Site, Member may (i) view that information, and (ii) order that information for use in accordance with this Terms of Use, so long as those copies are distributed only to Member's employees and so long as all copyright, trademark, and other proprietary rights notices are included on those copies. Except as specifically permitted above, Member shall not (i) reproduce or distribute any information available through the Site, electronically or otherwise, or (ii) store or aggregate that information. Member shall not share, rent, or sublicense any of its rights under this Agreement to any other party.

This Site can be accessed from other countries around the world and may contain references to PlanWell^TM products, services, and programs that have not been announced in your country. These references do not imply that PlanWell^TM intends to provide such Material, Services, or programs in your country.

CONSENT TO AGGREGATE USE OF MEMBER INFORMATION

In order to make various features and functions of Services and Materials available to Members, PlanWell^TM may collect information about Member and Member's use of PlanWell^TM, including the information identified in PlanWell^TM's privacy policy ("Member Information"). Member acknowledges and agrees that PlanWell^TM's collection and use of Member Information as set forth in the privacy policy, and PlanWell^TM's operation and provision of PlanWell^TM, as contemplated under these Terms of Use, is not a breach of Member's right of privacy, publicity, or any other right related to protection of personal data, whether in equity, law, contract, or otherwise. Member hereby waives any and all such claims or rights of action, whether foreseen or unforeseen, so long as the Member Information is collected, stored, and used in accordance with PlanWell^TM's privacy policy, or in the case of Members making use of Materials or Services provided by PlanWell^TM Associates, if any, the privacy policy of such Associate.

RELIABILITY OF MATERIALS AND SERVICES

Materials and Services available on or through the Site are routinely updated, and PlanWell^TM uses commercially reasonable efforts to ensure that such information is reliable. However, Member understands and acknowledges that PlanWell^TM does not control the posting or content of all the Materials, nor will it verify the timeliness or content of Materials. PLANWELL^TM EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY THIRD-PARTY MATERIALS OR SERVICES ON THE SITE, OR ANY THIRD-PARTY INFORMATION OR SERVICES AVAILABLE THROUGH A LINK FROM PLANWELL^TM.

LINKS TO OTHER INTERNET WEB SITES

This Site contains links to third-party Web sites that are not under the control of PlanWell^TM. PlanWell^TM makes no representations whatsoever about any other Web site to which you may have access through this Site, including the Web sites of PlanWell^TM Associates. When you access a non-PlanWell^TM Web site, you do so at your own risk and PlanWell^TM is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made on these sites; or for the quality of any products or services available on such sites; or for any damage or loss caused or alleged to be caused through or in connection with use of or reliance on the content, goods, or services available on or through any such link, site, or resource. PlanWell^TM provides these links merely as a convenience and the inclusion of such links does not imply that PlanWell^TM endorses or accepts any responsibility for the content or uses of such Web sites.

SUBMITTED INFORMATION

Responsibility for Submissions. You are solely responsible for the content of any materials, comments, information, questions, data, feedback, ideas, descriptions of processes, or other information submitted to PlanWell^TM through the Site by you or at your direction. You may only submit to the Site, content that is (a) owned by you, (b) submitted with the express permission of the owner, or (c) in the public domain. You are prohibited from posting or transmitting to or from this Site any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other materials that would violate any law or the rights of others, including without limitation, laws against copyright infringement. We reserve the right to restrict or terminate your access to the site at any time without notice in the event we believe you have violated the Terms of Use.

PlanWell^TM does not want to receive confidential or proprietary information from you through the Site. Any non-personal unsolicited information or material sent to PlanWell^TM will be deemed NOT confidential, and by sending such information you hereby grant PlanWell^TM an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit, and distribute those materials or information, and you also agree that PlanWell^TM is free to use any ideas, concepts, know-how, or techniques that you send to us for any purpose. Personal information, such as names, address, telephone numbers, etc., will remain subject to PlanWell^TM's Privacy Policy.

MEMBER CONTENT

Member Obligations and Warranties. For any information, materials, or documents of any kind submitted or placed on the Site ("Member Content"), Member shall obtain any and all licenses to, or releases of intellectual or proprietary rights in or to the Member Content before delivery to the Site. By submitting Member Content to PlanWell^TM for posting on the Site, Member duly represents and warrants that Member is authorized to and has all necessary legal right to make the Member Content available in connection with these Terms of Use. PlanWell^TM expressly reserves the right to refuse to post on the Site and to remove from the Site at any time any Materials submitted by a Member at PlanWell^TM¹s sole discretion. Member warrants that Member Content will not contain content that (i) is libelous, obscene, excessively violent, scandalous, or defamatory, (ii) contains viruses or other contaminating or destructive features, (iii) violates the personal, proprietary, or intellectual property rights of any third party, or (iv) violates the Acceptable Use Policy set forth herein.

License for Member Content. Certain Services offered on the Site accommodate or require Member Content. By submitting Member Content to the Site, you will grant PlanWell^TM the following licenses:

For Member Content including, but not limited to, Materials, files, images or other information stored on the Site, you hereby grant PlanWell^TM a worldwide, royalty-free, non-exclusive license to reproduce and modify, for purposes of formatting, maintenance, or Site administration only, such Member Content. This license will remain in effect until such Member Content is removed from the Site.

For Member Content including, but not limited to, information on or in the PlanWell^TM forums, reports, or product suggestions, you grant PlanWell^TM an unrestricted, worldwide, irrevocable license to use, reproduce, display, perform, modify, transmit, and distribute any Member Content, and you also agree that PlanWell^TM is free to use any ideas, concepts, know-how, or techniques that you submit to the Site for any purpose. By virtue of these licenses, PlanWell^TM obtains the rights set out in the license and does not obtain any additional right, title, or interest to any copyright, patent, trademark, or other intellectual property right in or to the Member Content. Except to the extent your name or identity is disclosed by or through the configuration of your internet browser or e-mail software or other systems used by you during any submissions to or participation in user groups, user forums, chat rooms, or similar services which we may offer from time to time, PlanWell^TM will not release your name or otherwise publicize the fact that you submitted such Member Content to the Site unless: (a) you grant PlanWell^TM permission to do so; (b) the Member Content itself discloses your name or identity; (c) PlanWell^TM first notifies you that the Member Content you submit to a particular part of the Site will be published or otherwise used with your name on it; (d) the Member Content you submit has become the subject of a claim that, if true, would constitute a breach of your warranties set for herein; or (e) PlanWell^TM is required to do so by law.

PlanWell^TM may establish general practices and limits on the use of any Service, including, but not limited to, limits on retention time, file size, and storage space for Member Content. PlanWell^TM shall have no liability or responsibility for the deletion or failure to store any information or Materials in connection with any Service.

Use of Member Content. By using the Site, you acknowledge that: (i) PlanWell^TM may not pre-screen Member Content and, as such, PlanWell^TM does not guarantee the accuracy, integrity, or quality of such Member Content; (ii) you will evaluate, and bear all risks associated with, the use of any Member Content, including any reliance on the accuracy, completeness, or usefulness of such Member Content; (iii) you may be exposed to content that is indecent, offensive, or otherwise objectionable; and (iv) under no circumstances will PlanWell^TM be liable in any way for any Member Content, including, but not limited to, any errors or omissions in any Member Content, or for any loss or damages or any kind incurred as a result of the use of any Member Content.

Right to Remove or Disable Access. If PlanWell^TM is made aware of Member Content that may be (i) libelous, obscene, excessively violent, scandalous, defamatory, or that PlanWell^TM determines in its sole discretion to be otherwise unacceptable, undesirable, or objectionable, (ii) a violation of any law, regulation, or rights of a third party, including, but not limited to, rights under the copyright law and prohibitions on libel, slander, and invasion of privacy, or (iii) a violation of the Acceptable Use Policy set forth herein, PlanWell^TM has the right, but not the obligation, to remove or disable access to that Member Content. For Member Content that Member reasonably deems to be in violation of law, PlanWell^TM shall remove such Member Content pursuant to PlanWell^TM's Copyright Policy herein.

NOTIFICATION OF COPYRIGHT INFRINGEMENT

PlanWell^TM will, in appropriate circumstances and at its sole discretion, terminate the accounts of Members involved in disputes regarding intellectual property rights and remove or disable access of such Members to the PlanWell site. If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on this Site, you must provide PlanWell^TM's Copyright Agent a notice (³Notice²) containing the following elements:

A physical or electronic signature of the person authorized to act on behalf of the copyright owner that is alleged to have been infringed.

A description of the copyrighted work(s) that you claim have been infringed including the date the work(s) was created, the name of the author(s), the title of the work(s), and whether the work(s) has been registered with the United States Copyright Office. If the work(s) has been registered with the United States Copyright Office, also provide a copy of the Copyright Registration.

A description of the activity or the material on the PlanWell site claimed to infringe the copyright including where the material is located on the PlanWell^TM site.

Information sufficient to permit PlanWell^TM to contact you, such as your physical address, telephone number, and email address.

A statement by you that you have a good faith belief that the use of the material identified in your Notice in the manner complained of is not authorized by the copyright owner, its agent, or the law, and infringes upon the copyright identified.

A statement by you under penalty of perjury, that the information in your Notice is accurate and, that you are the copyright owner or authorized to act on the copyright owner's behalf.

Notice of claims of copyright infringement should be sent to:

David Stickney

925.280.1401
925.280.1406 fax

dstickneye-arc.com

NOTICE OF CLAIMS OF COPYRIGHT INFRINGEMENT SHOULD ONLY BE SENT IF YOU BELIEVE THAT YOUR WORK HAS BEEN USED OR COPIED IN A WAY THAT CONSTITUTES COPYRIGHT INFRINGEMENT AND SUCH INFRINGEMENT IS OCCURRING ON THIS SITE. THE ABOVE NOTED PERSONNEL WILL NOT RESPOND TO ANY OTHER INQUIRIES. INQUIRIES ABOUT OTHER MATTERS SHOULD BE MADE BY SENDING EMAIL TO INFO@E-ARC.COM.

WARRANTIES AND DISCLAIMERS

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT SIGNED BY AUTHORIZED REPRESENTATIVES OF YOU AND PLANWELL^TM, ALL MATERIALS AND SERVICES ON THIS SITE AND YOUR USE OF ASSOCIATES SITES OR OTHER SITES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, PLANWELL^TM MAKES NO WARRANTY THAT (i) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (ii) THE SITE, SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, MATERIALS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE OBTAINED FROM THE SITE WILL BE CORRECTED. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES THAT CANNOT BY LAW BE EXCLUDED ARE LIMITED TO SIXTY (60) DAYS. ALL MATERIALS PURCHASED OR ORDERED FROM PLANWELL^TM ARE MADE PURSUANT TO A SHIPMENT CONTRACT. THIS MEANS THAT THE RISK OF LOSS AND TITLE FOR SUCH ITEMS PASS TO YOU UPON OUR DELIVERY TO THE CARRIER.

THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. PLANWELL^TM MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND PLANWELL^TM MAKES NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.

PLANWELL^TM ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THE MATERIALS AND/OR SERVICES OR FOR INFORMATION, MATERIALS, OR SERVICES OF THIRD PARTIES THAT ARE REFERENCED BY OR LINKED TO THIS SITE, INCLUDING, WITHOUT LIMIT, THOSE OF PLANWELL^TM'S ASSOCIATES. REFERENCES TO OTHER COMPANIES, THEIR SERVICES AND PRODUCTS, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMIT, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL PLANWELL^TM OR ITS LICENSORS OR ASSOCIATES OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT PLANWELL^TM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE, INCLUDING THOSE OF PLANWELL^TM'S ASSOCIATES. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS OR SOFTWARE THROUGH THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK, AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PLANWELL^TM OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE.

IN ADDITION TO THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE, IN NO EVENT WILL PLANWELL^TM'S LIABILITY FOR THE SUBJECT MATTER OF THIS AGREEMENT EXCEED THE PRICE YOU PAID FOR ANY MATERIALS OR SERVICES.

MEMBERS ACKNOWLEDGE THAT THE ALLOCATION OF RISK AND THE LIMITATIONS OF LIABILITIES CONTAINED IN THIS AGREEMENT IS A MATERIAL CONSIDERATION FOR PLANWELL^TM ENTERING INTO THIS AGREEMENT.

TERM AND TERMINATION

This Terms of Use agreement is effective as of the date you make use of the Site, or, in the case of Materials and Services accessible only to Members, the date a Member receives a Username or password authorizing access to the Site, and continues in force and effect until terminated in accordance with this Section or, in the case of a user that has not become a Member, immediately upon such users breach of any of the Terms of Use. PlanWell^TM reserves the right to immediately terminate this Agreement effective upon written (or emailed) notice to Member if Member materially breaches any of the terms or conditions of the Terms or Use that is not cured within ten (10) days after notice from PlanWell^TM. PlanWell^TM reserves the right to suspend access to and use of the Site pending cure of a Member's breach. In addition, PlanWell^TM or a Member may terminate this Terms of Use agreement, for any reason or for no reason, upon thirty (30) days notice to the other.

Termination is in addition to all other legal or equitable remedies available to either party. Upon termination of this Agreement for any reason, Member shall cease to access or to use any Materials or Services through PlanWell^TM.

The limitations and disclaimers of warranties, and the indemnity obligations of Members, and the provisions of governing law, jurisdiction and venue, shall survive the Termination of this Agreement.

INDEMNITY

Member and any user shall, at member¹s or user¹s own expense, as applicable, indemnify, defend, and hold PlanWell^TM and its subsidiaries, affiliates, officers, employees, agents, co-branders, associates, suppliers, or other partners harmless from and against any losses, costs, damages, liabilities, and expenses (including reasonable attorneys' fees), arising out of or related to a third-party claim, action or allegation (a) related in any way to a transaction or dispute between Member/user and any third party, (b) based on or caused by unauthorized access to the Site through Member's account, (c) is based on facts or alleged facts that would constitute a breach of any of Member's representations, warranties, or covenants under this Agreement, or (d) arising out of a request for PlanWell^TM to remove or disable access to any Member Content in or on the Site. Member/user shall not enter into a settlement of the foregoing without PlanWell^TM's prior written consent, and shall not incur expenses and fees in defending the above claims, actions, or allegations without prior approval from PlanWell^TM.

ENTIRE AGREEMENT

These Terms of Use constitutes the entire agreement between you and PlanWell^TM with respect to the Site and supersedes all prior agreements or previous discussions (written or oral) between you and PlanWell^TM. These terms of use may be modified only by a signed agreement, or as follows: PlanWell^TM may modify these terms of use by posting the new terms and conditions in the same location the previous terms and conditions were posted. If Member or user continues to use the Materials, Services, or Site, then Member and user will be considered to have accepted the modifications.

MISCELLANEOUS PROVISIONS

PlanWell^TM's failure to enforce any provision of this Agreement will not be construed as a waiver of any provision or right. In the event that a portion of this Agreement is held unenforceable, the unenforceable portion will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions will remain in full force and effect. Waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder shall not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right.

FORCE MAJEURE

PlanWell^TM will not be liable in any amount for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of cause beyond the reasonable control of PlanWell^TM including, without limitation, outages of the Internet or connections thereto, communications outages, labor shortage, earthquake, fire, flood, war, or act of God; or any acts of governmental bodies or authorities.

GOVERNING LAW AND JURISDICTION

This Site (excluding linked sites) is controlled by PlanWell^TM from its offices within the State of California, United States of America. By accessing this Site, you and PlanWell^TM agree that the statutes and laws of the State of California, without regard to the conflicts of laws principles thereof, shall govern all matters relating to your access to, or use of, this Site and any Materials or Services. You and PlanWell^TM also agree and hereby submit to the exclusive personal jurisdiction and venue of the state courts in San Francisco County and the United States District Court for the Northern District of California with respect to such matters. PlanWell^TM makes no representation that Materials or Services available on this Site are appropriate or available for use in other locations, and accessing them from jurisdictions wher

---