These Terms of Service ("Terms") are a legal agreement between PlanVantage LLC ("PlanVantage," "we," "us," or "our") and the individual or entity that accesses or uses the website located at planvantage.ai and any related web applications, dashboards, and services (collectively, the "Site" and the "Services"). By accessing or using the Site or Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, do not use the Site or Services. If you are accepting on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and "you" or "Customer" refers to that entity.
"Customer" means the organization that purchases or enables access to the Services for its personnel. "User" means any individual who accesses or uses the Services. "Authorized User" means an individual associated with a registered account under Customer's control. "Order Form" means an ordering document (including online checkout) specifying the subscribed Services, quantities, subscription term, and pricing. "Customer Data" means data submitted to the Services by or on behalf of Customer or its Authorized Users. "Usage Data" means data related to the operation of the Services and Customer's use thereof in aggregated or de-identified form.
The Site is a website and web application that provides software tools for storing, analyzing and modeling data for employee benefit plans and related business use cases.
Access to paid Services is set out in an Order Form. Subscriptions renew for successive terms unless cancelled prior to the end of the then-current term. Customer will pay all fees specified in the Order Form. Except as expressly stated in these Terms, fees are non-refundable and non-cancelable. Amounts are due upon invoice or at the time of online checkout; unless stated otherwise, invoices are net thirty (30) days. Late amounts may accrue interest at 1.5% per month (or the maximum permitted by law) and we may suspend the Services for non-payment after reasonable notice. Fees are exclusive of taxes; Customer is responsible for all sales, use, VAT, GST, and similar taxes, excluding taxes based on PlanVantage's income.
Subject to these Terms and any Order Form, PlanVantage grants Customer a limited, non-exclusive, non-transferable right for its Authorized Users to access and use the Services for Customer's internal business purposes. Customer is responsible for the activities of its Authorized Users and for maintaining the confidentiality of account credentials, and will promptly notify us of any unauthorized use or security incident. Where Customer has configured Single Sign-On (SSO) through an identity provider, Customer's organization administrator may control authentication policies for domain users, including requiring SSO as the exclusive login method.
Access is limited to the Authorized User associated with each account. Credentials may not be shared, transferred, leased, or sublicensed to any third party (including colleagues, contractors, or consultants). Each user must maintain a separate account. Where password-based authentication is used, each account must have distinct credentials. Where Single Sign-On is enabled, users authenticate through their organization's identity provider and PlanVantage password credentials are not required.
Ownership of an account may be transferred in legitimate business circumstances (for example, employee departure or role change) with PlanVantage's prior approval, either by updating the registered email in settings or by written request with business justification. Transfers intended to circumvent user limits or enable shared access are prohibited. We may require supporting documentation and may approve, deny, suspend, or terminate access at our discretion if transfer privileges are abused.
You will not: (1) use the Services in violation of law; (2) upload malicious code or interfere with the integrity or performance of the Services; (3) attempt to gain unauthorized access to the Services or related systems; (4) use the Services to store or transmit infringing, defamatory, or unlawful material; (5) resell, rent, or provide the Services to third parties not expressly permitted; (6) benchmark or reverse engineer the Services except to the extent such restriction is prohibited by applicable law; or (7) submit, store, or process Protected Health Information (PHI) as defined by HIPAA unless you and PlanVantage have executed a Business Associate Agreement (BAA).
PlanVantage and its licensors own all right, title, and interest in and to the Site, the Services, and all related Content. Subject to your compliance with these Terms, PlanVantage grants a limited, non-exclusive, non-transferable, revocable license to access and use the Services for internal business purposes. You may not: (1) copy, modify, create derivative works of, distribute, sell, or lease any part of the Services; (2) reverse engineer or attempt to extract source code; (3) use the Services in a manner that could damage, disable, overburden, or impair the Services or interfere with others' use; or (4) access the Services by any means other than the interfaces we provide.
PlanVantage does not claim ownership of Customer Data or materials you submit through the Services, including feedback, plan models, or client data ("Submissions"). You grant PlanVantage and its affiliates a limited, non-exclusive license to use, host, store, and process Submissions solely as necessary to provide and improve the Services. This license does not extend to proprietary business data, plan models, client information, or materials marked as confidential, except as required to operate the Services or as expressly authorized by you. For feedback and suggestions, you grant PlanVantage a separate, royalty-free, perpetual, irrevocable license to use such input for any lawful purpose without attribution unless requested.
You consent to our use of anonymized and aggregated data derived from your Submissions for analytics, research, benchmarking, and product improvement, provided such data: (1) cannot reasonably identify you or your clients; (2) is combined with data from multiple users; and (3) does not reveal confidential business information or competitively sensitive data. We may publish or license such anonymized and aggregated data. You may opt out prospectively by contacting us in writing; previously anonymized and aggregated data will not be affected.
Your use of the Services is subject to our Privacy Policy, which explains how we collect, use, and disclose information. The Privacy Policy is incorporated by reference. If processing of personal data is subject to data protection laws (for example, the GDPR), a separate Data Processing Addendum ("DPA") may apply and will form part of your agreement with PlanVantage; a DPA is available upon request. PlanVantage implements commercially reasonable technical and organizational measures designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access.
The Services are not intended to receive or process PHI subject to HIPAA unless PlanVantage and Customer have executed a BAA. If Customer submits PHI without a BAA, PlanVantage may, at its discretion, suspend access to the affected data, delete such data, and/or require execution of a BAA before further processing.
Data retention: Unless otherwise set out in an Order Form or DPA, PlanVantage retains Customer Data for the duration of the subscription and for up to thirty (30) days thereafter for limited backup, audit, and legal purposes, after which it is deleted or anonymized. Backup copies may persist for an additional period consistent with our standard backup cycles and will be securely destroyed in the ordinary course. Legal requests: PlanVantage may disclose information as required by law, subpoena, or court order, and will provide Customer with notice of any governmental or legal request to the extent legally permitted and practicable.
You may request deletion of your account and associated data at any time through the user interface. Upon a deletion request, your data will be retained for thirty (30) days to allow for recovery in case of error, after which it will be permanently deleted. During the 30-day period, your data is inaccessible through the Services but may be restored upon request. Certain information may be retained as required by law, for fraud prevention, or to resolve disputes, limited to the minimum necessary and excluding your proprietary business data, plan models, and client information.
The Site may contain links to third-party websites or services and may allow you to connect your PlanVantage account to third-party accounts. Linked sites and services are not under PlanVantage's control, and we are not responsible for their content or practices. If you connect your account to a third-party account, you authorize the sharing of information consistent with your settings on those services.
The Services are controlled and operated from the United States. If you access the Services from outside the United States, you are responsible for compliance with local laws. You agree not to access or use the Services in any jurisdiction or in any manner prohibited by applicable laws, restrictions, or regulations.
"Confidential Information" means non-public information disclosed by a party (the "Disclosing Party") to the other (the "Receiving Party") that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including Customer Data, product roadmaps, pricing, and security information. The Receiving Party will use Confidential Information only to perform its obligations or exercise its rights under these Terms, will protect it using at least reasonable care, and will not disclose it to third parties except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective. These obligations do not apply to information that is publicly available, already known without restriction, independently developed, or rightfully received from a third party without duty of confidentiality. The Receiving Party may disclose Confidential Information to the extent required by law with reasonable prior notice (if legally permitted).
You agree to indemnify, defend, and hold harmless PlanVantage and its officers, directors, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (1) your breach of these Terms; (2) your violation of law; (3) your infringement or violation of third-party rights; or (4) your misuse of the Services. We may assume the exclusive defense and control of any matter subject to indemnification by you; you will cooperate with us in asserting any available defenses.
PlanVantage will defend Customer against any third-party claim that the Services, when used by Customer as permitted, infringe a U.S. patent, copyright, or trademark, and will pay damages finally awarded (or settlement amounts approved by PlanVantage). If such a claim arises, PlanVantage may: (1) procure the right for Customer to continue using the Services; (2) replace or modify the Services so they are non-infringing and substantially equivalent; or (3) terminate the affected Services and refund any prepaid, unused fees for the remaining subscription term. This obligation does not apply to claims arising from Customer's data or specifications, use of the Services not in accordance with the documentation, combinations with items not provided by PlanVantage, or modifications not made by PlanVantage. THIS SECTION STATES PLANVANTAGE'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR INTELLECTUAL PROPERTY INFRINGEMENT.
The Site, Services, and Content are provided on an "as is" and "as available" basis. PlanVantage LLC and its suppliers disclaim all warranties, whether express, implied, statutory, or otherwise, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Changes may be made to the Site or Services at any time.
To the maximum extent permitted by law, PlanVantage LLC and its suppliers will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or use, arising out of or related to your use of or inability to use the Site or Services. Except in cases of: (1) PlanVantage's gross negligence or willful misconduct; (2) a data breach caused by PlanVantage's failure to implement commercially reasonable security measures; or (3) a prolonged service outage lasting more than 72 consecutive hours, PlanVantage's total liability for any claim is limited to the amounts you paid for the Services in the twelve (12) months preceding the event giving rise to the claim. Some jurisdictions do not allow the exclusion or limitation of certain damages; some limitations may not apply to you.
For clarity, Customer's sole and exclusive remedy for any Service Outage (as defined below), including any Prolonged Service Outage, is set forth in Section 17.1.
For purposes of these Terms, a "Service Outage" means that the core functionality of the Services is materially unavailable to all Customers due to PlanVantage's systems being unreachable or returning server errors for more than ninety-five percent (95%) of requests, measured over a rolling five-minute period, and excluding: (a) scheduled maintenance with at least twenty-four (24) hours' notice; (b) emergency maintenance; (c) downtime or errors caused by third-party services, networks, or integrations outside PlanVantage's reasonable control; or (d) downtime or errors caused by Customer's systems, networks, or misuse. A "Prolonged Service Outage" means a Service Outage lasting more than seventy-two (72) consecutive hours.
Sole remedy: If a Prolonged Service Outage occurs, Customer's sole and exclusive remedy is a pro-rated refund of prepaid, unused fees for the affected period. PlanVantage will not be liable for other damages arising from a Service Outage, except as expressly set forth in these Terms.
For disputes involving claims under $75,000, you may choose to resolve the matter through binding arbitration or in small claims court. For larger disputes, if the parties cannot resolve a dispute arising out of or relating to these Terms within 60 days of good-faith negotiations, the dispute shall be resolved by final and binding arbitration pursuant to the Federal Arbitration Act and administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and, where applicable, the Supplementary Procedures for Consumer-Related Disputes, or by JAMS under its Comprehensive Arbitration Rules (the "Rules"). The arbitration will be conducted by a single neutral arbitrator. The location will be a mutually agreed venue, or, absent agreement, by video conference or in the county of Customer's principal place of business. The arbitrator shall have the authority to award all remedies available at law or in equity that are consistent with these Terms, and any statutory rights that cannot be waived remain unaffected. AAA or JAMS filing, administrative, and arbitrator fees will be allocated in accordance with the Rules and applicable law; the arbitrator may award fees and costs to the prevailing party as permitted by law. The arbitrator's award shall be final and may be entered in any court with jurisdiction. This provision survives termination.
Any arbitration will be conducted on an individual basis only. Class arbitrations and class, representative, or collective actions are not permitted. Unless both you and PlanVantage agree otherwise, the arbitrator may not consolidate claims of more than one person or preside over any form of a representative or class proceeding. This provision survives termination.
PlanVantage may identify Customer as a customer and use Customer's name and logo in accordance with Customer's brand guidelines for marketing purposes, unless Customer opts out by notifying us in writing.
You will comply with all applicable export control and economic sanctions laws and regulations, including those of the United States. You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions, and are not a denied or restricted party.
The Services and related documentation are "Commercial Items" as defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation." If acquired by or on behalf of the U.S. Government, use is subject to these Terms as required by 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable.
We may suspend or terminate your access to the Services if: (1) you materially breach these Terms; (2) you engage in illegal activity; or (3) you fail to pay fees when due. For non-payment, we will provide at least 30 days' written notice before termination. For other violations, we will provide 7 days' notice and a reasonable opportunity to cure, unless the violation cannot be remedied. We may terminate immediately in cases involving illegal activity, data security threats, or actions that could harm other users or our systems. Upon termination, you will have 30 days to export your data, after which it may be permanently deleted.
Refunds upon termination: If PlanVantage terminates the Services for convenience or discontinues the Services in their entirety, we will provide a pro-rated refund of any prepaid, unused fees for the remaining subscription term. No refunds are due if termination is for Customer's breach or non-payment. Any statutory refund rights that cannot be waived remain unaffected.
We may modify these Terms at any time. Material updates (for example, changes to pricing, data usage rights, liability provisions, or dispute resolution) will be communicated via email or in-app notification at least 30 days before taking effect. Minor or administrative updates may be made by posting the revised Terms on the Site. If you do not agree to a material change, you may terminate your account before the effective date and receive a pro-rated refund for any prepaid, unused subscription period. Your continued use of the Services after the effective date constitutes acceptance of the updated Terms. The most current version supersedes prior versions.
These Terms are governed by the laws of the State of Georgia, without regard to its conflict of law principles. You agree to the exclusive jurisdiction and venue of the state and federal courts located in Georgia for any dispute arising out of or relating to these Terms or the Site that is not subject to arbitration. Use of the Site is unauthorized in any jurisdiction that does not give full effect to all provisions of these Terms.
If there is a conflict between these Terms and an Order Form, BAA, or DPA executed by the parties, the Order Form, and then the BAA and DPA (with respect to their subject matter), will control unless the Order Form expressly states otherwise.
By visiting the Site or sending emails to PlanVantage, you are communicating with us electronically. You consent to receive communications from us electronically, including by email, in-app messages, and postings on the Site. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Notices to you will be deemed given when sent to the email address associated with your account, when posted in-app, or when posted on the Site. You are responsible for keeping your account contact information current. Notices to PlanVantage must be sent to the address listed in the "Contact Us" section below.
These Terms, together with any policies referenced herein (including the Privacy Policy) and any applicable Order Form and DPA, constitute the entire agreement between you and PlanVantage regarding the Services and supersede all prior or contemporaneous communications. If any provision is held unenforceable, it will be replaced with a valid provision that most closely reflects the parties' intent, and the remaining provisions will remain in full force. No waiver is effective unless in writing. You may not assign these Terms without our prior written consent; we may assign these Terms in connection with a merger, acquisition, or sale of assets. A printed version of these Terms and any notices given in electronic form is admissible to the same extent as other business documents originally generated and maintained in printed form. The English version of these Terms controls.
PlanVantage LLC 3500 Lenox Rd NE, STE 1500-2490 Atlanta, Georgia 30326 Email: contact@planvantage.ai Telephone: (404) 490-0539