These Meisterplan Software as a Service Terms and Conditions (hereinafter referred to as “Terms”) govern the relationship between Meisterplan USA, Inc., 800 5th Avenue, Suite 101-800, Seattle, WA 98104, USA (“Supplier”) and the company/organization (“Customer”) purchasing a subscription to use the Meisterplan Application (as defined below). Supplier and Customer may be collectively referred to as the “Parties”.
Controlling Terms; Rejection of Conflicting Terms: These Terms and any applicable agreement between the Parties govern the relationship between the Supplier and the Customer exclusively. Any general terms and conditions of the Customer that conflict with, deviate from, or supplement these Terms are hereby expressly rejected and shall not apply, even if the Supplier is aware of such terms and does not separately object to them. The Supplier’s performance under the agreement, including the provision of services, shall not be deemed acceptance of any such conflicting or additional terms. Any acceptance by the Supplier is expressly conditioned upon the Customer’s acceptance of these Terms in their entirety.
1 Definitions
“Application” means the software application known as Meisterplan, made available via the Internet, and more fully described in the material available at https://meisterplan.com/wp-content/uploads/Meisterplan-Product-Description.pdf
“Application Data” means data entered by the Customer into the Application.
“Confidential Information” means information of a Party that is disclosed in writing or orally and is designated as confidential or proprietary at the time of disclosure to the Party receiving Confidential Information (“Recipient”), or that due to the nature of the information the Recipient would clearly understand it to be confidential information. Confidential Information does not include any information that: (i) was or becomes generally known to the public through no fault of the Recipient; (ii) was rightfully in the Recipient’s possession at the time of disclosure without restriction on use or disclosure; (iii) was independently developed by the Recipient without use of the disclosing Party’s Confidential Information; or (iv) was rightfully obtained by the Recipient from a third party not under a duty of confidentiality.
“Environment” is a logical unit on which the Application is operated. This may be a physical or virtual server; which can be accessed with the aid of a browser.
“Indemnified Parties” means a party who is entitled to be indemnified under this Agreement, together with its employees, directors, agents, and representatives
“Resource” means an individual person or material resource that you plan for using the Application. Each resource may also log in as a user of the Application. If Customer uses “placeholder”, “proxy-resources” or roles, one Resource must be licensed for every represented person or material resource.
“Server” means the data processing system or systems from which Supplier makes the Application available.
“Webshop” means the Meisterplan Webshop through which Customer may purchase certain services offered by Supplier by completing an online agreement process.
2 Scope of Agreement
Formation of Agreement: Supplier will provide access to the Application, and provide any other services agreed by the parties, in accordance with the terms set out in one or more signed order forms (each an “Order”), or selected by Customer on the Webshop. The terms agreed by Customer in the Webshop, and/or terms agreed by the parties in an Order, together with these Terms, are collectively referred to herein as the “Agreement.”
Application trial versions: These Terms will apply to any trial versions of the Application provided to Customer. Trial versions may be used solely for trial purposes for a limited period. A trial version may not be used for normal business operations. The Customer agrees not to upload, submit, or otherwise transmit any personal data (including, without limitation, personally identifiable information, personal health information, or other data protected under applicable privacy laws) when accessing or using the trial version. The Customer shall only use test data or data that is publicly available and does not relate to any identified or identifiable individual. The Supplier disclaims all responsibility and liability for any unauthorized transmission of such personal data during the trial period. Any Application Data associated with a trial will be deleted automatically 30 days after the end of the trial.
Updates, Upgrades, and Releases: Supplier may provide the Customer with new versions of the Application developed during the Agreement term (in particular updates, upgrades or releases), which may contain extended functionalities. Customer acknowledges that Supplier’s decision to release new version is solely in its discretion, and Customer has no right to demand new versions or addition of any specific functionality unless explicitly agreed by the Parties.
Functionality Expansion “Meisterplan AI”: Meisterplan AI refers to all features or functions provided by the Supplier that are marked as AI and use artificial intelligence, machine learning, or similar technologies. To use Meisterplan AI, it must first be activated within the Customer’s Meisterplan Application. With Meisterplan AI, recommendations, text generation, and analyses can be generated or made available.
- By activating Meisterplan AI, the Meisterplan data available in the Customer’s Meisterplan instance (including, but not limited to, project field data and change log data) and user actions (“User Input”) are used by Meisterplan AI, and the Customer receives the resulting output (“AI Output”). When using Meisterplan AI, the Customer retains sole ownership of the User Input and AI Output. The Customer bears sole responsibility and liability for their User Input and AI Output, including compliance with applicable laws and the terms of use herein. The Customer guarantees that the User Input and AI Output will not (i) violate applicable law; (ii) contravene the Meisterplan AI terms of use or this Terms; or (iii) infringe upon the Supplier’s or third-party rights.
- The Supplier does not use the Customer’s User Input and/or AI Output to train machine learning models and does not permit third parties to do so. Data processed by Meisterplan AI remains within the same secure data processing context as all other Meisterplan data.
- The Customer may use Meisterplan AI only within the scope of the Term’s purpose. The Customer may not use Meisterplan AI or AI Output to (i) develop foundational models or other large-scale models that compete with Meisterplan or Meisterplan AI, (ii) mislead any person into believing that the output of the service was generated solely by humans, (iii) make automated decisions that could adversely affect individual rights without appropriate human oversight, or in any way that (iv) infringes upon the Supplier’s or third-party rights, or (v) violates technical documentation, usage policies, or parameters. The Customer assumes full responsibility for ensuring that its use of Meisterplan AI complies with all applicable laws and regulations. The Supplier disclaims all liability for any consequences, damages, or regulatory implications resulting from any use of Meisterplan AI that exceeds or violates the scope of this Terms. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY SUCH MISUSE IS ENTIRELY AT ITS OWN RISK, AND NO CLAIMS, DEMANDS, OR LIABILITIES SHALL ARISE AGAINST THE SUPPLIER IN CONNECTION THEREWITH.
- Notwithstanding any other agreements between the Customer and the Supplier, the Supplier is entitled to collect and use data from the Customer in Meisterplan and data about the Customer’s interaction with or use of Meisterplan AI, including the size of User Input and/or AI Output tokens, to (i) improve and further develop Meisterplan AI and (ii) provide the Customer with Meisterplan AI functionality.
- THE SUPPLIER MAKES NO WARRANTIES OR GUARANTEES REGARDING THE RESULTS THAT CAN BE ACHIEVED THROUGH THE USE OF MEISTERPLAN AI, OR THE ACCURACY OR SUITABILITY OF INFORMATION (INCLUDING BUT NOT LIMITED TO DESIGNS, WORKFLOWS/PROCESSES, OR OTHER DATA) OBTAINED VIA MEISTERPLAN AI. THE CUSTOMER UNDERSTANDS AND AGREES THAT RELIANCE ON SUCH INFORMATION OBTAINED THROUGH MEISTERPLAN AI IS AT THE CUSTOMER’S OWN RISK. THE SUPPLIER EXPRESSLY ADVISES THE FOLLOWING: DO NOT RELY ON FACTUAL ASSERTIONS FROM AI OUTPUT WITHOUT INDEPENDENT VERIFICATION OF THE FACTS. DO NOT RELY ON AI OUTPUT WITHOUT INDEPENDENTLY VERIFYING ITS FUNCTIONALITY AND SUITABILITY FOR YOUR NEEDS. SUCH INFORMATION, SUGGESTIONS, OR RESULTS OBTAINED THROUGH MEISTERPLAN AI SHALL NOT GIVE RISE TO ANY LIABILITY OR WARRANTY ON THE PART OF THE SUPPLIER UNLESS EXPRESSLY AGREED TO IN WRITING BY THE SUPPLIER. THE LIABILITY PROVISIONS OF THIS AGREEMENT REMAIN UNAFFECTED.
- Unless explicitly agreed otherwise in writing with the Customer, the Supplier reserves the right to further develop, modify, or deactivate Meisterplan AI for significant reasons. This may affect the functionality of Meisterplan AI and Meisterplan as well as pricing and editions.
- Notwithstanding any other agreements between the Customer and the Supplier, downtime of Meisterplan AI resulting from a third-party service outage shall not be included in the calculation of the availability guarantee under this Agreement (if any).
- With regard to the use of Meisterplan AI, the Customer is additionally referred to the applicable Privacy Policy provisions of the Supplier.
Environments: Unless otherwise agreed by the Parties, Customer will have access to one (1) environment. No additional environments will be provided for testing or quality assurance purposes.
User Manual: Supplier will provide Customer with an online user manual for the Application.
Data Backup: The Application Data will be backed up on the Server at least once per day, unless agreed otherwise between the Parties. The backup will be held for thirty (30) days before being automatically overwritten.
Business Use Only: All Services are intended solely for use by businesses, governmental entities, and other organizations, and not for individual consumer or personal use. By accessing or using our services, you represent and warrant that you are acting on behalf of a business or other legal entity, and that you have the authority to bind that entity to these Terms. We do not offer or provide services to individuals acting as consumers under applicable consumer protection laws, and we expressly disclaim any liability arising from such unauthorized use. If you are an individual consumer, you are not authorized to use the services.
3 Proprietary Rights
Right to Use the Application: Subject to compliance with this Agreement, including payment of fees, Customer has a limited, non-exclusive right to use the Application during the Term. Customer may not transfer or sublicense this right and will not permit anyone other than its employees or other personnel acting on its behalf to use the Application. Customer shall have no rights other than those explicitly granted herein.
Limitations: Customer’s right to use the Application is limited to the number of resources included in Customer’s subscription. If Customer exceeds the number of Resources, Customer must purchase additional capacity, either via the Webshop or by executing an additional Order Form. If Customer fails to purchase sufficient capacity for the number of Resources used, Supplier may suspend Customer’s access to the Application. Upon renewal, the number of Resources will be increased to reflect the quantity used by Customer in the previous Term.
Ownership: Supplier, its Affiliates, or its licensors own all right, title, and interest in and to any and all copyrights, trademark rights, patent rights, database rights, and other intellectual property or other rights in and to the Application, any improvements, design contributions, or derivative works thereto, and any knowledge or processes related thereto and/or provided hereunder.
4 Fee and Payment, Service Providers
Payment: Customer must pay Supplier all fees set out in the Agreement, plus any required tax (e.g. sales or value added tax) at the statutory rate. Unless otherwise agreed, all fees are due in advance of service, at the times and in the manner set out in the Webshop or Order.
Service Providers: The Supplier is entitled to use subcontractors to process personal and payment data on its behalf in order to provide services. Supplier will notify Customer of the identity of such service providers upon request and will ensure that all service providers are subject to reasonable contractual restrictions regarding the use of data.
Price: Supplier may increase the prices for the contractual services from time to time to reflect increases in staffing costs, energy costs, or other operational expenses. Any such increase shall be reasonable and proportionate to the underlying cost changes. Supplier will notify Customer of any price increase in writing or via email at least four (4) weeks before it takes effect. Price increases will not apply retroactively or to any period for which Customer has already made payment, but will apply only to future billing or renewal periods. The prices may not be increased within 12 months of the effective date of conclusion of the Agreement.
No Right to Withhold Performance: The Customer shall not withhold, offset, or delay any payment or performance under this Agreement based on any counterclaims or defenses, unless such counterclaims have been acknowledged in writing by the Supplier or have been finally adjudicated by a court of competent jurisdiction. All obligations of the Customer shall remain in full force and effect regardless of any alleged claims, unless otherwise agreed in writing.
5 Customer Responsibilities
Customer agrees to the following obligations with respect to its use of the Application:
- not to disclose the use and login credentials assigned to Customer or the users, to prevent them from being accessed by third parties, and not to pass them to unauthorized users;
- to protect the user IDs, passwords and the like through appropriate and customary means; Customer must notify the Supplier immediately if it suspects that the access data and/or passwords may have become known to unauthorized third parties;
- where possible, to create own backup copies of its data and information to enable reconstruction in the event of loss;
- to adhere to these Terms; and in particular:
- not to retrieve or allow retrieval of any information or data without authorization, or to interfere with or allow interference with programs operated by the Supplier, or to infiltrate or promote infiltration into the Supplier’s data networks without authorization;
- to require authorized users to also adhere to the provisions of these Terms that apply to them;
- to check data and information for viruses before sending them to Supplier and to install state-of-the-art antivirus software;
- to immediately notify Supplier of any defects in the Application.
System Requirements: Customer is responsible for ensuring that it has adequate systems to access and use the Application, including internet connection, and browser software. The software environment approved by the Supplier for use of the Application is specified in the Application system requirements and is available for download at https://meisterplan.com/wp-content/uploads/Meisterplan-System-Requirements.pdf
Suspension: If Customer violates these Terms, Supplier may suspend Customer’s access to the Application or the Application Data until such violation is resolved.
6 Data Security, Confidentiality
Data Protection: The Parties shall observe the data protection laws applicable to them. Supplier has implemented and will maintain appropriate technical and organizational measures, including information security policies and safeguards, to preserve the security, integrity, and confidentiality of the Application and Application Data, and to protect against unauthorized or unlawful disclosure or corruption of or access to personal data.
Data Usage: Customer acknowledges that Supplier may collect and process statistical data on the usage of the Application. These data points do not contain any content that was entered by a user. The data may include a generalized description of user-triggered actions, a timestamp, information on the web browser, the internal ID of the respective database, the ID of a cookie created on the website or a non-invertible identifier of the user. The purpose of the processing is the continued provision of the service, the adaptation to the developing needs of the users, the improvement of the user experience in the application, and the optimization of the internal processes of the Supplier. Besides, Customer acknowledges that Supplier processes personal data of the Customer’s contact persons (contact person, address, telephone number, fax, e-mail address) for the performance of the contract, in particular within the scope of the billing. The purpose of the processing is to implement the Agreement with the Customer. Furthermore, Customer acknowledges that Supplier processes data on the usage behavior of the Customer’s users within the framework of server protocols which may contain information such as IP address, time stamp or web inquiry. The purpose is, on the one hand, to search for and rectify errors, to avert threats to security, and to maintain the technical operation of the application.
Confidentiality: During and after the Term, Recipient will: (a) use the Confidential Information of the other Party solely for the purpose for which it is provided; (b) not disclose such Confidential Information to a third party, except on a need-to-know basis to its attorneys, auditors, consultants, and service providers who are under confidentiality obligations at least as restrictive as those contained herein; and (c) protect such Confidential Information from unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature. If Recipient is required by law to disclose Confidential Information of the other Party or the terms of this Agreement, Recipient will give prompt written notice to the other Party before making the disclosure, unless prohibited from doing so by the legal or administrative process and cooperate with the disclosing Party to obtain where reasonably available an order protecting the Confidential Information from public disclosure.
7 Warranty and Disclaimer
Performance Warranty: Supplier warrants that during the term, if used in accordance with these Terms, the Application will perform materially as described in the specifications made available by Supplier. If the Application does not substantially conform to the specifications made available by Supplier, Supplier will remedy the defect within a reasonable period after receipt of a notice from Customer regarding the deficiency. If Supplier fails to correct the deficiency, Customer shall be entitled to reduce the agreed fee by a reasonable amount, reflecting the portion of the Application that is not available due to the defect.
If the defect is such that it renders use of the Application impossible or is seriously restricted, Customer may terminate the Agreement for cause without notice.
Disclaimer: The customer acknowledges that the service may not be free of bugs or errors and may not be available at all times or without interruption and agrees that the existence of any such bugs or errors or the occurrence of any such interruptions in availability will not constitute a breach of these Terms. Except for the express representations and warranties stated herein, Supplier: (a) makes no additional representation or warranty of any kind — whether express, implied in fact or by operation of law, or statutory — as to any matter whatsoever; (b) disclaims all implied warranties, including but not limited to merchantability, fitness for a particular purpose, and title; and (c) does not warrant that the Application will be error-free or meet Customer’s requirements. Customer has no right to make or pass on any representation or warranty on behalf of Supplier to any third party.
8 Liability
Exclusions: Each party’s liability in connection with this Agreement will be unlimited with respect to losses:
- involving loss of life, personal injury or impairment to health, which are the result of an intentional or negligent act on the part of such Party or its agents or employees;
- resulting from an intentional or grossly negligent breach of duty or other intentional or grossly negligent behavior on the part of such Party or its agents or employees;
- for which such Party is responsible under the provisions of this Agreement related to indemnification
Limitations: EXCEPT AS SET FORTH ABOVE, UNDER NO CIRCUMSTANCES, AND REGARDLESS OF THE NATURE OF THE CLAIM, SHALL EITHER PARTY (OR THEIR RESPECTIVE AFFILIATES) BE LIABLE TO THE OTHER PARTY FOR LOSS OF PROFITS, SALES OR BUSINESS, LOSS OF ANTICIPATED SAVINGS, LOSS OF USE OR CORRUPTION OF SOFTWARE, DATA OR INFORMATION, WORK STOPPAGE OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH LOSSES.
TO THE EXTENT PERMITTED BY LAW, AND EXCEPT AS SET FORTH ABOVE, THE TOTAL, CUMULATIVE LIABILITY OF EACH PARTY (OR THEIR RESPECTIVE AFFILIATES) ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, BREACH OF STATUTORY DUTY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS CUMULATIVE LIMIT.
9 Proprietary Rights of Third Parties
Indemnification by Supplier: Supplier will indemnify, defend, and hold harmless the Customer Indemnified Parties against any actual or threatened: (a) third-party claim; (b) third-party legal action; or (c) administrative agency action or proceeding (“Claim”) to the extent arising from or related to any alleged infringement of any third-party intellectual property rights by the Application, provided, however, that Supplier will not be responsible for alleged infringement that is due to misuse of the Application, or the combination of the Application with goods or services provided by third parties.
Indemnification by Customer: Customer will indemnify, defend, and hold harmless the Supplier Indemnified Parties against, any Claim to the extent arising from or related to use of the Application by Customer in violation of this Agreement or applicable law.
Indemnification Procedures: The Parties’ indemnification obligations above are conditioned on: (a) the Indemnified Parties giving the Indemnifying Party prompt written notice of the Claim; (b) the Indemnifying Party being given full control over the defense and settlement of the Claim (as long as the settlement does not impose any liabilities on the Indemnified Parties); and (c) the Indemnified Parties providing reasonable assistance in connection with the defense and settlement of the Claim.
Infringement Remedy: If a third party asserts claims against Customer owing to the infringement of intellectual property rights by the Application, or Supplier determines that such claims are likely to arise, Supplier will, at its own discretion and expense, either (a) obtain a right to use the Application or the relevant part of the Application, or (b) change the Application in such a way that the proprietary right is not infringed, but performance of the Application is not materially diminished. If it is not possible for the Supplier to do the foregoing under reasonable conditions, then Supplier may cease providing the infringing portion of the Application and provide Customer with a pro-rata refund of any fees paid in advance for such portion.
10 Term and Termination
Term: The term will be the period set forth in an Order, or agreed via the Webshop, and any renewal periods thereafter (the “Term”). Unless otherwise agreed by the Parties, each Order or purchase will renew automatically for periods of one (1) year, unless terminated by either party at the end of the current annual period.
Termination: If either Party commits a material breach in the performance of any of its obligations under this Agreement, then the other Party may terminate this Agreement in its entirety by giving the defaulting Party written notice of termination, unless the breach is cured within thirty (30) days after the defaulting Party receives notice thereof. Either Party may terminate this Agreement in its entirety upon written notice if the other Party becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership or liquidation, in any jurisdiction, that is not dismissed within sixty (60) days of its commencement, or an assignment for the benefit of creditors. In addition to the foregoing, Supplier shall have the right to terminate this Agreement at its discretion if it determines that Customer or its use of the Service is not appropriate, in which case it will promptly refund any fees paid by Customer in advance.
Post-Termination Obligations: If this Agreement expires or is terminated for any reason: (a) Customer will pay Supplier any amounts that have accrued before, and remain unpaid as of, the effective date of the expiration or termination; (b) licenses and use rights granted to Customer with respect to the Application will immediately terminate; and (c) the Parties’ rights and obligations that, by their nature, are designed to extend past the termination or expiration of the Agreement will survive.
11 Exclusion of Services in Case of Sanctions
Sanctions: The Customer represents and warrants that neither it nor any of its beneficial owners, officers, directors, or affiliates is: (i) a person or entity listed on any U.S. government sanctions list, including, without limitation, the Specially Designated Nationals and Blocked Persons List (SDN List) maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC); (ii) organized under the laws of, located in, or ordinarily resident in a country or territory subject to comprehensive U.S. trade sanctions or embargoes; or (iii) otherwise the subject of any sanctions imposed by the United States.
International Sanctions: In addition, the Supplier may, at its sole discretion, restrict or refuse service to any Customer (or country of residence) listed on sanctions lists maintained by jurisdictions outside the United States, if providing the Service could expose the Supplier to legal, regulatory, or financial risk under the laws of those jurisdictions.
Termination: The Supplier reserves the right to suspend or terminate access to the service immediately and without notice if it reasonably believes that the Customer has violated, or is at risk of violating, applicable sanctions laws or regulations.
Liability: IN THE EVENT OF SUSPENSION OR TERMINATION OF THE CUSTOMER’S ACCESS TO THE SERVICE DUE TO APPLICABLE SANCTIONS LAWS OR REGULATIONS, OR THE SUPPLIER’S REASONABLE BELIEF THAT THE CUSTOMER IS SUBJECT TO SUCH SANCTIONS, THE SUPPLIER SHALL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, LIABILITIES, OR COSTS INCURRED BY THE CUSTOMER. THE CUSTOMER EXPRESSLY WAIVES ANY CLAIMS AGAINST THE SUPPLIER ARISING FROM OR RELATED TO SUCH SUSPENSION OR TERMINATION, AND ACKNOWLEDGES THAT COMPLIANCE WITH SANCTIONS LAWS IS A LEGAL OBLIGATION THAT OVERRIDES ANY CONTRACTUAL RIGHTS.
12 Miscellaneous
Updates to Terms: Supplier may update these Terms from time to time by posting modified terms at https://meisterplan.com/terms-of-service/us. Customer acknowledges that it is responsible for monitoring this site for changes, and that continued use of the Application following the posting of revised Terms will constitute acceptance of any revisions. All material changes apply prospectively only, and any changes to pricing will apply only in the next renewal period for Customer’s subscription. If Customer objects to any change, it must notify Supplier of its objection within 30 days of the revision, and the parties will work in good faith to resolve the objection. If Customer’s objection cannot be resolved, its sole remedy will be to terminate this Agreement and receive a pro-rata refund of fees paid in advance.
Force Majeure: Supplier will not be liable for delays in performance due to force majeure events, which shall include events that make it significantly more difficult or impossible for the Supplier to perform the services under the Agreement, including in particular strike, lockout, official orders, failure of, or problems associated with, communication networks and gateways of other operators, provided that Supplier was not responsible for such events.
Publicity: If entering into a paid Agreement (thus the exception of trial versions), the Customer hereby grants to the Supplier the right to use the Customer’s company logo in marketing materials such as the Supplier’s website solely to identify the Customer as a Meisterplan customer. This permission may be revoked informally by sending an e-mail to mail@meisterplan.com. The Supplier shall not use the Customer’s logo without prior written permission in any other manner.
Severability: If a provision of the Agreement and/or of these Terms should be or become ineffective or should be incomplete, this shall not affect the remainder of the Agreement; the remaining provisions shall remain effective. In such a case, the Parties shall agree on a provision that best fulfils the intent and purpose of the Agreement and that reflects those of the invalid provision as closely as possible.
Law and Jurisdiction: The Agreement and these Terms shall be governed by the law of the state of Washington, USA, without regard to its conflict of law principles. The Parties hereby irrevocably consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in King County, Washington, USA, for the purposes of adjudicating any dispute arising out of this Agreement.
Relationship: The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. Except as set forth in this Agreement, nothing in this Agreement, expressed or implied is intended to give rise to any third-party beneficiary.
Assignability: Neither Party may assign its rights or obligations under this Agreement without the other Party’s prior written consent. Notwithstanding the foregoing, either Party may assign its rights and obligations under this Agreement to an Affiliate as part of a reorganization, or to a purchaser of its business entity or substantially all of its assets or business to which rights and obligations pertain without the other Party’s consent, provided that: (a) the purchaser is not insolvent or otherwise unable to pay its debts as they become due; and (b) any assignee is bound hereby. Other than the foregoing, any attempt by either Party to transfer its rights or obligations under this Agreement will be void.
Competition: If you are a Competitor, defined as an individual or an entity engaged in a business that provides products or services substantially similar to Meisterplan’s offerings, including agents, employees, or representatives, you are expressly forbidden from accessing or using the Application. This prohibition extends to signing up for free trials. Additionally, you may not access the Application for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes. Violation of this clause may result in immediate termination of your access to the Application and may subject you to legal action.