TERMS AND CONDITIONS
Software Planner

By using any part of the system, you are deemed to have the right and authority to accept these terms and conditions and to have accepted these terms and conditions in their entirety on behalf of the company, partnership or other legal entity in whose name you have registered.  AutomatedQA reserves the right to revise these terms and conditions by updating this posting on our web site. Any such modifications shall become effective immediately.

1. Customer - Any corporate body, partnership, or other legal entity which has entered into a contract or other arrangement with You for the maintenance and support of software and wishes to use the Software as part of such maintenance and support arrangement.
2. Data - Information and other material entered by You onto the System.
3. Fee - Sum paid by You for a subscription to Software Planner.
4. License / Subscription - Defined in 2.1
5. Services - Services to be provided in accordance with clauses 2 and 3.
6. Software - The Internet software development life cycle management system known as Software Planner.
7. System - The Website, the Software, and all technical infrastructure relating thereto;
8. User - Either an individual employed, engaged by or otherwise under contract with You, or Your Customer, and who uses the Software under Your registration.
9. Us / We / Our - AutomatedQA
10. Website - Any or all of Software Planner's web sites at www.SoftwarePlanner.com.

1. In consideration of Your undertakings contained herein, We hereby grant to You a non-transferable non-exclusive License to use the Software in accordance with these terms and conditions (“License”). You shall only use the Software for your internal business operations and shall not make it available for use for payment by any third party as a bureau, on line or off line service or otherwise. Internal business operations includes any contract or other arrangement you have with your customers for the maintenance and support of software under which your customers may use the software.  
2. This License shall commence on the date you first use the Software and Services under these terms and conditions and shall continue unless or until terminated in accordance with clause 10.
3. You are entitled to access the Software over the Internet, to enter information in the on-line submission forms, to manage and monitor the processes provided by the Software and to provide graphical or other analysis of such process. 
4. All data and all registration details shall be stored on Our server.

1. We shall provide for the duration of the License an e-mail helpdesk facility during the Working Day (8 a.m. - 5 p.m. MST), including advice and assistance on issues relating to the use of the Software. We shall use Our reasonable efforts to provide an initial response within one Working Day to all e-mails received by Us. 
2. We shall take back up copies of the Data once in each Working Day and such back up copies shall be stored in a secure on site vault on a weekly basis. You shall maintain and keep maintained such records of Your Data as You may require. If You require Us to retrieve any Data from Our back up copies of the Data We may do so in our absolute discretion and at Your cost and expense. We shall not charge You for the retrieval of Your Data where the loss, deletion or distortion of Your Data arises or results from Our negligent act or omission.
3. We cannot guarantee to provide and maintain the System continuously and without interruptions and faults and may also temporarily suspend availability of the System in order to upgrade, repair or maintain any aspects of the technological infrastructure of the System. We will use all reasonable effort, unless there is a problem requiring Our urgent and immediate attention, to carry out any such repair or maintenance work outside the Working Day to minimize any disruption to Your use of the System.

1. You warrant, represent and undertake to Us that:
   (a) You are a customer of Software Planner and have obtained Your License from AutomatedQA;
   (b) all material uploaded, displayed or transmitted by You when using the Software and/or the Website shall not be false, offensive, defamatory, threatening, obscene, unlawful or breach or infringe the rights of any person anywhere in the world (including without limitation intellectual property rights);
   (c) You will not use the System in such a way that disrupts, interferes with or restricts the use of the System by any third party including sending unsolicited e-mails to any e-mail address published on the System and You will not use any information obtained from the System for any purpose other than to track, monitor and manage your Intranet/Extranet collaboration;
   (d) You will not and will not attempt to reverse engineer, de-compile, copy or adapt the Software or upload other codes or scripts relating to the System or transmit via the System any information that contains a virus, worm, trojan horse or other harmful or disruptive component;
   (e) You accept that You are solely responsible for maintaining the confidentiality of Your personal logon password (“Password”) and You shall be responsible for any loss or damage arising as a result of or in relation to Your disclosure of Your Password to any third party; 
   (f) You are responsible for the input, modification and deletion of Your Data. You accept that it is Your responsibility to maintain and keep maintained such records of Your Data as You may require, including without limitation any printouts, graphs and other hard copies;
   (g) Your registration details are correct and You will keep them up to date and notify Software Planner and Us of any change in such details;
   (h) You undertake to and will ensure that all Users of the System will not change, modify, delete, interfere with or use in any other way data entered in the System by any third party subscriber. 
   (i) You will ensure that all Users of the System are aware of and abide by these terms and conditions.
   (j) You will not remove in whole or in part any trade marks, copyright and other proprietary notices contained in or appearing on any material You download and/or print from the System; 
2. You recognize that the Internet is accessible to anyone with the appropriate technical capability and as such it is impossible to protect totally against the abuse of the System by third parties, including the introduction of a virus onto the System. You acknowledge that it is Your responsibility to satisfy Yourself that Your own information technology is protected against computer viruses and that Your connection to the System is secure.

1. There is a one-year commitment when purchasing the Software and it will automatically renew upon expiration unless AutomatedQA receives written notice 30 days prior to expiration.  If you cancel your subscription prior to the renewal date, you will NOT be refunded for the unused portion of your subscription, as you will be able to use the product until the end of the billed period.
2. Amounts past due will incur a late charge or finance charge at the rate of 1% per month, simple interest, calculated on the total unpaid fee and cost balance.  Late charges or interest will continue to accrue at the same rate on any unpaid balance during any collection efforts and until the entire bill is paid in full.  If We decide to seek collection of any past due bill, You agree to pay all reasonable costs of collection, including reasonable attorney fees.

1. We will provide You with a Password to enable You to use the Software and the Services. 
2. You undertake not to and will procure that those to whom You disclose Your Password will not disclose it to any unauthorized third party, and You will and as appropriate will procure that all Users will take all reasonable precautions to prevent the loss or theft of the Password. You will inform Us immediately upon Your becoming aware of any breach of security unauthorized use, loss or theft of the Password.
3. You undertake not to and as appropriate will procure that all Users will not use the Services other than in accordance with these terms and conditions. In particular You agree not to access or attempt to access unauthorized data or any unauthorized part of the Website, not to probe scan or test the vulnerability of the System or network system, and not to use any devices, software or routine to interfere with the proper working of the System. 

1. By registering Your details on the Website You are giving Your consent to Us to hold personal data which You provide to Us, including on Our server, for the purposes of the provision and billing of Services under these terms and conditions. We shall use all reasonable efforts not to disclose this personal data to any third party without Your prior written consent. 
2. We agree to never sell your email addresses or contact information to other firms.

1. We own or are licensed to use all copyright, database rights and all other intellectual property rights in and to the Software and the System, including the structure, design and layout of the System, all graphics, and the names Software Planner and AutomatedQA You are entitled to access and use the Software and the Website in accordance with these terms and conditions. Any other use of any materials available on or forming part of the System, is subject to the prior written consent of AutomatedQA.
2. We are entitled to make changes to the System which are necessary to comply with any applicable security or other legislative or regulatory requirements.
3. We reserve the right but do not assume the obligation to inspect the content of the Data and any other material entered by You to ascertain compliance with these terms and conditions and We shall have the right to remove any material, information or Data entered by You We consider to be entered in breach of these terms and conditions.
4. You will own all rights in and to the Data, but We shall have the right to access Your Data for maintenance purposes.

1. We warrant that use of the Software in accordance with these terms and conditions does not infringe any copyright belonging to any third party. We shall indemnify You against any damages that are awarded to be paid to any third party in respect of a claim that the use of the Software in accordance with these terms and conditions infringes the copyright of the third party provided that You give Us immediate and complete control of the claim and do not prejudice Our defense of any claim in any way.
2. We will use Our reasonable efforts to maintain and provide the Services in accordance with these terms and conditions. However, You acknowledge that We are not and cannot be responsible for the networks nor for the Software and/or Services not being transmitted correctly or without interruption and shall not be liable to You for any failure to provide and to transmit all or any part of the Services or if You or any User cannot access the Software.
3. In the event that a License allocated to or purchased by You is not extended or renewed and You are unable to enter further Data and/or access the Service, We shall not be responsible for any disruption, inconvenience or loss or damage caused to You or to Your business.
4. We shall in no circumstances be liable to You or to Your Customer under or in connection with these terms and conditions for any loss or damage suffered by You and/or Your Customer arising or resulting from Your Customer’s use of the Software and the Services.
5. Except as expressly set out in clauses 9.1, 9.2 and 9.6, all warranties, undertakings, conditions and terms, express or implied, whether by common law, statute, custom, trade usage, course of dealings or otherwise (including without limitation as to quality, fitness for purpose, performance or suitability for purpose) in respect of the Services, the Software and the System are hereby excluded to the fullest extent permitted by law.
6. Nothing in these terms and conditions shall exclude Our liability to You for loss and damage arising from fraudulent misrepresentation or for death or personal injury resulting from Our negligence or that of Our employees.
7. Subject to the provisions of clause 9.4 Our liability to You in respect of direct loss shall not exceed US$ 2,000 for any one incident or series of incidents.
8. We shall in no circumstances be liable to You under or in connection with these terms and conditions for any indirect, economic or consequential loss.

1. The SLA applies with respect to services ordered by a Software Planner customer pursuant to a fully executed software subscription that is in good standing and is fully paid.
2. Software Planner’s goal is to maintain availability of the service 99.9% of the time. Unavailability is measured over a calendar month and is based on total outage time incurred by Customer. Unavailability exists when Customer and AutomatedQA office (7935 East Prentice Avenue, Suite 105, Greenwood Village, CO 80111) is unable to access the service. Unavailability is measured from the time a trouble ticket is created for the Customer to the time we confirm that the affected Service is available to transmit and receive data.
3. If Software Planner fails to meet the availability goal and the Customer provides AutomatedQA with a written request within five (5) business days of the last day of the month in which such failure occurred, we will provide a service credit to the Customer’s account equal to one-thirtieth (1/30th) of the Customer’s Monthly Service Charges for the affected Service for each cumulative sixty (60) minute period of unavailability or failure during the applicable month, up to a maximum of the total Monthly Service Charges charged by Software Planner to Customer during the applicable month for the affected Service.
4. Service credits will not be available to Customer in cases where (a) the Services are unavailable as a result of the acts or omissions of Customer or its employees, contractors, agents or end-users; (b) the failure or malfunction of equipment, network, applications or systems not owned or directly controlled by AutomatedQA; (c) circumstances or causes beyond the control of AutomatedQA, included, without limitation, events of force majeure and third-party attacks on the AutomatedQA network (such as ping and denial of service attacks); (d) scheduled maintenance with prior notice posted in the on-line bulletin; or (e) urgent maintenance with notice provided as soon as is commercially practicable under the circumstances.

These terms and conditions commence on the date of Your first use of the Software and the Services under these terms and conditions and shall continue thereafter unless terminated in accordance with the remainder of this clause 10.

1. We shall be entitled forthwith to suspend the Services without notice if Your License expires in accordance with clause 5. 
2. We shall be entitled to terminate these terms and conditions forthwith on written notice if:
   (a) You are or become insolvent or bankrupt or make an arrangement with Your creditors or go into liquidation (other than for the purpose of solvent reconstruction or amalgamation); or
   (b) You commit a material breach of any of these terms and conditions.
3. Either party shall be entitled to terminate the License and these terms and conditions upon 5 days written notice. In the event of termination of these terms and conditions part-way through a month (or quarter) for which a Fee has been paid, You shall NOT be entitled to any refund of the unused part thereof. 
4. Immediately following termination of these terms and conditions for whatever reason, You shall cease to use the Services and You will no longer have access to the Data.
5. The expiration or termination of these terms and conditions shall be without prejudice to any other rights or remedies which either party may be entitled to there under or at law and shall not affect any rights or liabilities which may have already accrued to either of the parties under these terms and conditions.