Terms and Conditions
Planck Resolution Ltd. and its affiliate, Planck Re, Inc., (collectively, “Planck“, “us“, “our“, or “we“) have developed: (i) an informational website that provides information about our company as well as articles, videos, and other forms of content, which we’ll refer to as the “Site“; (ii) a platform that provides data insights for the insurance industry, which is available through the Planck Web App, which we’ll refer to as “PWA” and which includes different modules that provide a variety of supplementary services, which we’ll refer to as the “Modules“. These Terms of Service (“Terms“) govern your access to and use of the Site, PWA and/or the Modules, as applicable and services and Content (defined below) available thereon, if and as available from time to time (the Site, PWA, and/or the additional Modules as applicable, are collectively referred to as “Services“). Our Privacy Notice (“Privacy Notice“) governs our collection, processing and transfer of any Personal Data (as such term is defined in the Privacy Notice). “You” means any visitor of the Site or any user of the PWA and/or the additional Modules.
Please read these Terms carefully. By clicking on the button marked “I agree” before registering for the PWA or the additional Modules, you signify your assent to these Terms.
You may also choose to register an account on behalf of any entity or company that you represent (“Company“). If you register an account on behalf of a Company, you represent that you are authorized to enter into and bind the Company to these Terms and register for the Services and you shall be solely responsible for ensuring that these Terms are in compliance with all laws, rules, and regulations applicable to you and the Company.
You may be provided with access to (part of) the Services pursuant to an agreement we have executed separately with a Company with which you are affiliated, including a statement of work or a proof of concept agreement, (“Services Agreement“). In the event of a conflict between these Terms and the Services Agreement, the provisions of such Services Agreement, as applicable, shall prevail.
The right to access the Services is revoked where these Terms or use of the Services is prohibited.
1. Use of Services
1.1. Subject to these Terms and the Services Agreement, Planck allows you to access and use the Services on a non-exclusive basis for your own or the Company’s internal business purposes or as part of a solution you or the Company may provide to third parties, as more fully detailed in Section 1.4 below.
1.2. Use of and access to the Services is void where prohibited by law. You represent and warrant that (a) any and all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older and have the ability to form a binding contract; (d) your use of the Services does not violate any applicable law, regulation, or obligation you may have to a third party; and (e) you shall comply with applicable laws, regulations, guidelines, and these Terms throughout your use of the Services.
1.3. You may be provided with access to the Services on a trial basis, in the context of proof of concept project (“Evaluation“) for a period of time to be decided by us, beginning as of your acceptance of these Terms (“Evaluation Term“).
1.3.1. We grant you a limited, non-exclusive, non-transferable right to access and use the Services during the course of the Evaluation and solely for the limited purpose of carrying out the Evaluation, provided that you may use the Services only for your internal business and commercial purposes and further provided that the permitted uses of Content under Section 1.4 shall not apply.
1.3.2. Upon receiving the insights, you will provide Planck with all relevant feedback, including a cooperative analysis of the insights as well as the results of your Evaluation. Planck can also provide an analysis of the insights or provide support in measuring them.
1.3.3. It is clarified that if you are participating in an Evaluation, you will not be entitled to receive any software (including any other executable or source code) from Planck.
1.4. In no event may you resell or transfer any Content that is provided as part of the Services directly to third parties, without Planck’s prior written consent in each instance. You may, however, include Content as part of a solution or services that you provide to third parties, provided that your solution does not compete with Planck, as determined by Planck at its sole discretion. You may also use the Content to create derivative data sets, provided that such derivative data sets include multiple sources of data and further provided that it shall not be possible to trace data back to Planck’s raw data. To the extent that Planck determines that Content is not being used in accordance with these Terms or the intended purpose, Planck may suspend your access to certain Services or may terminate the Services Agreement (where applicable) or these Terms in accordance with Section 3 below.
2. Account Registration
2.1. As stated above, you can access the PWA and certain limited Services without registration. To access or use additional features or Services, you will need to have a registered account. To complete the registration process, you must provide all registration information as requested by us, some of which may be optional.
2.2. If your account is associated with a Company account, different users may be granted different permissions.
2.3. Planck may refuse to open an account for any individual or entity at its sole discretion and/or limit the number of users that may be associated with a Company, at its sole discretion, all subject to applicable law.
2.4. Modules – Depending on the plan you have selected, you may have access to certain Modules. The registration process for each Module shall be detailed on the Site.
2.5. You agree to notify us immediately of any unauthorized use of your account(s) or password. You are fully and solely responsible for the security of your computer system and/or mobile device and all activity on your account(s), even if such activities were not committed by you. To the fullest extent permitted by applicable law, Planck will not be liable for any losses or damage arising from unauthorized use of your account(s) or password(s). We do not police for and cannot guarantee that we will learn of or prevent, any inappropriate use of the Services.
3. Termination of Account
3.1. Other than in the case of an Evaluation, you acknowledge and agree that Planck may suspend or terminate your account(s) at any time by providing three (3) days prior notice.
3.2. You may request termination of your Planck account(s) or the Evaluation, as applicable, at any time and for any reason by sending an email to info@planckdata.com. Following such request, Planck shall close your account(s) as soon as reasonably practicable. Any suspension or termination of your account(s) shall not affect your obligations under these Terms (including but not limited to ownership, indemnification, any representations and warranties made by you, limitation of liability, and payment obligations), which by their sense and context are intended to survive such suspension or termination.
3.3. In addition, upon occurrence of any of the following events, Planck may suspend or terminate your account(s) with immediate effect and may take any other corrective action it deems appropriate: (i) termination, suspension or expiration of the Services Agreement for any reason (ii) violation of the letter or spirit of these Terms, (iii) fraudulent, harassing or abusive behavior, (iv) behavior that is illegal or harmful to other users, third parties, or the business interests of Planck, or (v) failure to make payment in accordance with the terms specified herein or in the Services Agreement, as applicable, including chargebacks. If any of your accounts are terminated, you may not rejoin Planck again without express permission. Planck may modify or discontinue the Services for all users at any time, provided, however, that to the extent such material changes are made to the core features of the Services, you will be notified of such changes and offered the opportunity to terminate your outstanding subscription. Upon termination of your account(s), you shall not have any further access to any Content that may be available through such account.
3.4. We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior through the Services. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity, behavior or User Content (as defined below) of anyone believed to have violated these Terms or to have engaged in illegal behavior in connection with the Services.
4. Fees and Payment
4.1. To the extent you have registered through our website, and provided that your use is not subject to a Services Agreement, you agree to pay Planck the fees as specified on the website in accordance with the plan for which you have registered. In certain cases, for trial purposes, as agreed with Planck, access may be granted to the Services without any requirement for payment. Payments are to be made on a monthly basis, in advance of the applicable month. It is clarified that you will not be eligible for a refund in respect of any month paid in advance. You will be asked to provide customary billing information such as name, billing address and credit card information either to Planck or its third-party payment processor(s). You hereby authorize the collection of such amounts by charging the credit card provided, either directly by Planck or indirectly, via a third-party online payment processor or by one of the payment methods described in the Services. If you are directed to a third-party payment processor, you may be subject to terms and conditions governing use of that third party’s service and that third party’s Personal Data collection practices. Please review such terms and conditions and privacy policy before using such services.
4.2. Where applicable, taxes may also be charged. Except as expressly provided in these Terms, fees are non-refundable.
4.3. Please note that Planck may impose or deduct foreign currency processing costs on or from any payments or payouts. When converting currency, prices may be rounded up to the nearest whole number.
5. Content
5.1. Certain types of content may be made available through the Services. “Content” as used in these Terms means, collectively, all content on or made available through the Services, including (i) any information, reports, repositories, and insights provided about businesses, (ii) blog posts, case studies, white papers, and videos, and any modifications or derivatives of the foregoing.
5.2. Throughout your use of the Services, you will be provided with an opportunity to provide feedback and information to us, such as information regarding the accuracy of certain insights or other Content (“User Content“). We collect this User Content in several ways, including through our dedicated feedback API, based on your actions through our dashboard (e.g. accepting/rejecting of insights) as well as in written and verbal communications with you.
5.3. Content comes from a variety of sources including other users of the Services. You understand that Planck is not responsible for the accuracy, usefulness, safety, appropriateness, or infringement of any intellectual property rights of or relating to the Content (including but not limited to Content that is based on User Content). Although users must agree to these Terms, it is possible that other users (including unauthorized users) may provide or transmit offensive or obscene materials and that you may be involuntarily exposed to such offensive or obscene materials. You hereby waive any legal or equitable rights or remedies you have or may have against us with respect thereto.
5.4. PLANCK DOES NOT ENDORSE ANY CONTENT OR ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED IN ANY CONTENT AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH THE CONTENT. PLANCK DISCLAIMS ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF ANY AND ALL USERS (INCLUDING UNAUTHORIZED USERS) THAT ARE NOT SOLELY DUE TO PLANCK’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE SERVICES OR OTHERWISE.
6. User Content Restrictions
6.1. Planck has no obligation to accept, display, or maintain any User Content. Moreover, Planck reserves the right to remove and permanently delete any User Content provided by you. You are and shall remain at all times fully and solely responsible for any User Content that you provide. You represent and warrant that any User Content that you provide (i) complies with applicable law; (ii) does not infringe or violate any third-party intellectual property rights, privacy or publicity rights, or moral or other rights; and that (iii) you have all necessary rights, licenses, consents, and authorities required under applicable law to submit such User Content and to allow us to use such User Content as completed hereunder. Any User Content submitted through the Services shall not be considered confidential and you grant Planck a non-exclusive, royalty free rights and license to use, modify and create derivative works of the User Content in order to enrich and improve the Content and Services that Planck provides to other users of the Services, to provide better customer support and success, to create new products and services, and to understand the types of products and markets that would be of interest to our users. You agree that Planck may use the User Content as described and that it may be disseminated by Planck without restriction and without compensation to you and that you shall have no claims against Planck with respect to its use of User Content.
6.2. Without limiting the foregoing, you agree that you will not transmit, submit or upload any User Content or act in any way that:
6.2.1. violates the legal rights of others, including defaming, abuse, stalking or threatening users or individuals;
6.2.2. infringes (or results in the infringement of) the intellectual property, moral, publicity, privacy, or other rights of any third party;
6.2.3. is (or you reasonably believe or should reasonably believe to be) in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; and/or
6.2.4. does not comply with all applicable laws, rules and regulations.
7. Use Restrictions. You may not do or attempt to do or facilitate a third party in doing any of the following: (1) decipher, decompile, disassemble, or reverse-engineer any of the software and/or code, if and as applicable, used to provide the Services without our prior written authorization, including framing or mirroring any part of the Services; (2) circumvent, disable, or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content; (3) use the Services or content thereon in connection with any commercial endeavors in any manner, except as specifically permitted in these Terms; (4) use any robot, spider, site search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Services; (5) use or access another user’s account or password without permission; and/or (6) use the Services or content thereon in any manner not permitted by these Terms or applicable law.
8. Intellectual Property. Planck or its licensors, as the case may be, have all right, title and interest in the Services and any Content thereon, including their overall appearance, text, graphics, graphics design, videos, demos, interfaces, and underlying source files, and all worldwide intellectual property rights, the trademarks, service marks, and logos contained therein, whether registered or unregistered. Except as expressly permitted herein, you may not copy, further develop, reproduce, republish, modify, alter download, post, broadcast, transmit or otherwise use the Content of the Services for any purpose. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Services, if any. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in these Terms should be construed as granting you any right to use any trademark, service mark, logo, or trade name of Planck or any third party.
9. Confidentiality.
9.1. Confidential Information. Each of you and Planck (each, a “Recipient“) may have access to certain non-public or proprietary information of the other party (each, a “Disclosing Party“) including any technical or non-technical information related to the other party’s business and current, future and proposed products, services, and customers in each case whether or not specifically designated as “confidential” or “proprietary” (“Confidential Information“). The Services, and any functionality therein, as well as the terms of the Services Agreement (if relevant) shall be considered the Confidential Information of Planck. Any feedback you may provide Planck shall be considered the Confidential Information of Planck.
9.2. Nondisclosure Obligations. Except as permitted herein, Recipient may not use, disseminate, or in any way disclose the Confidential Information except for purposes of providing or receiving the Services or in furtherance of the relationship of the parties hereunder. Recipient may use the Confidential Information solely for the purposes set out in these Terms. Recipient shall treat all Confidential Information with the same degree of care as it accords to its own Confidential Information but in any event with a high degree of care. Recipient shall disclose Confidential Information only to those of its employees or representatives who have a need to know the information in order for Recipient to perform its obligations under these Terms and which are bound by non-disclosure and non-use obligations no less restrictive than those set out herein. Without derogating from the aforesaid, Recipient shall bear full responsibility for any harm caused to Disclosing Party by disclosure to its employees or representatives. The obligations set forth in this section shall survive termination of these Terms for any reason.
9.3. Exclusions. Recipient’s obligations hereunder do not apply to any Confidential Information that Recipient can demonstrate by written records (a) was in the public domain at or subsequent to the time the Confidential Information and was received by Recipient through no act or omission of Recipient; (b) was rightfully in Recipient’s possession free of any obligation of confidence at or subsequent to the time the Confidential Information was communicated to Recipient by Disclosing Party; or (c) was independently developed by Recipient without use of, or reference to, any Confidential Information. A disclosure of any Confidential Information by Recipient in response to a law, regulation, or governmental or judicial order (“Order“) will not be considered to be a breach of these Terms or a waiver of confidentiality for other purposes; provided, however, that Recipient, to the extent permitted by such Order (a) provides prompt prior written notice thereof to Disclosing Party of such Order; (b) reasonably cooperates with Disclosing Party in opposing such disclosure, (c) only discloses to extent required by such Order.
10. Disclaimers and Disclaimer of Warranty
10.1. All information and Content available through the Services is for informational purposes only and Planck provides no guarantees with respect thereto. Your use of the Services is at your sole discretion and risk. The Services, and Content thereon, are provided on an AS IS and AS AVAILABLE basis without warranties of any kind. We do not represent or warrant that the Services will be of good quality or useful for your needs.
10.2. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SERVICES OR ANY CONTENT THEREON OR OTHERWISE PROVIDED BY US, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE. WE DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SERVICES; (II) THAT THE SERVICES WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; (III) REGARDING THE ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY CONTENT OR INFORMATION PROVIDED ON THE SERVICES.
10.3. No advice or information, whether oral or written, obtained by you from us or in connection with the Services, shall create any warranty that is not expressly stated in these Terms. If you choose to rely on such information, you do so solely at your own risk. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.
10.4. Subject to your written request prior to entering into any engagement with us, we are prepared to reasonably negotiate in good faith these Terms.
11. Limitation of Liability
11.1. Without derogating from any of the foregoing, we assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any Content or Services. We are not responsible for any problems or technical malfunction or failure of any telephone network or lines, computer online systems or equipment, servers or providers, software, failure due to technical problems or traffic congestion on the internet or on the Services. Under no circumstances shall we be responsible for any loss or damage, including personal injury or death and any injury or damage to any person’s property, including mobile device or computer, resulting from the conduct of any users of the Services, whether online or offline. In addition, we assume no responsibility for any incorrect data and/or User Content, including Personal Data provided by you or on your behalf and you hereby represent and warrant that you are solely responsible for any and all data and/or User Content provided to Planck, including any incorrect data and you shall assume any and all liability for any consequences of provision of such incorrect data and/or User Content to us.
11.2. IN NO EVENT SHALL PLANCK, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ASSIGNEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO THE QUALITY, ACCURACY, OR UTILITY OF THE INFORMATION PROVIDED AS PART OF OR THROUGH THE SERVICES, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT PLANCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.IN NO EVENT SHALL OUR MAXIMUM CUMULATIVE LIABILITY TO YOU AND/OR THE COMPANY EXCEED THE GREATER OF (I) $50 OR (II) THE AMOUNT YOU AND /OR THE COMPANY, AS APPLICABLE, HAVE PAID US IN THE SIX MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM OR CAUSE OF ACTION AROSE.
12. Indemnification. You agree to indemnify, defend, and hold harmless Planck, its affiliates, and their respective employees, directors, officers, subcontractors and agents, against any and all claims, damages, or costs, losses, liabilities or expenses (including reasonable court costs and attorneys’ fees) that arise directly or indirectly from: (a) breach of these Terms by you or anyone using your account and/or device and/or password (whether authorized or unauthorized); (b) any claim, loss or damage experienced from your use or attempted use of (or inability to use) the Services; (c) your violation of any law or regulation or any of your obligations, representations, or warranties hereunder including but not limited to breach of any privacy and/or data protection laws and regulations to which you are subject; (d) your infringement of any right of any third party. You may not settle or compromise such suit without our prior written consent. We may be represented in any such suit by counsel of our own choosing at our own expense.
13. Publicity. You may not make any public announcement regarding this engagement without our prior written consent. You may only use the name, logo and other identifying marketing materials of Planck with Planck’s prior written approval.
14. Non-exclusive. It is clarified that Planck shall be free at all times to enter into, explore and promote collaborations or engagement of a similar nature to those hereunder with any third party, without any requirement to advise you of the same.
15. Notices. Any required notices pursuant to these Terms may be sent by registered mail or email transmission (with electronic confirmation of delivery) to the addresses of the parties set out herein or provided upon registration, as applicable, and any such notice shall be deemed to have been received one (1) business day after delivery by courier, four (4) business days after delivery by registered mail and one (1) business day after email transmission and written confirmation receipt of such transmission.
15. Miscellaneous. These Terms shall be governed solely by the laws of the State of Israel and the competent courts in the State of Israel shall have exclusive jurisdiction to hear any disputes arising hereunder. Notwithstanding the foregoing, if the relevant Company is registered in the United States, these Terms shall be governed by the laws of New York State, and the competent courts in the city of New York shall have exclusive jurisdiction to hear any disputes arising hereunder. The governing law in either case shall be interpreted without regard to the United Nations Convention on the International Sales of Goods. In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining provisions of these Terms shall continue in full force and effect. Nothing in these Terms creates any agency, employment, joint venture, or partnership relationship between you and Planck or enables you to act on behalf of Planck. Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between us and you pertaining to the subject matter hereof, and any and all other agreements existing between us and you relating thereto are hereby canceled. We may assign and/or transfer our rights and obligations hereunder to any third party without prior notice. You shall not assign and/or transfer any of your rights or obligations hereunder, and any assignment in violation of the foregoing shall be void. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
Last updated: July 2022
