Terms of Service

2.1. Accounts

To access and use the LevelPlane Service you must create and register an Account. In registering an Account, you agree to provide and maintain information that is true, accurate, current, and complete. You agree that you will not (a) create an Account using a false identity or information, or (b) create an Account if you have been previously removed, suspended, or banned from use of the LevelPlane Service. LevelPlane reserves the right to limit the number of Accounts that can be created per organisation. You are solely responsible for maintaining the confidentiality and security of your login credentials and for all activity originating from your Account. You agree to notify us immediately at info@levelplane.ai of any unauthorised use of your Account.

2.2. Additional Terms

When using particular features, integrations, or enterprise modules through the LevelPlane Service, additional terms and conditions may apply (“Additional Terms”). You agree to comply with all such Additional Terms. In the event of a conflict between Additional Terms and these Terms, the Additional Terms shall control solely with respect to the relevant subject matter.

2.3. Privacy

Any personally identifiable information or business data provided through your use of the LevelPlane Service shall be used only in accordance with these Terms and LevelPlane’s Privacy Notice. By using the Service, you acknowledge and consent to the use and processing of your information as set forth in the Privacy Notice.

2.4. Your Submissions

(a) Submissions. Subject to the licences you grant us in these Terms, as between LevelPlane and you, you will retain ownership of any technical drawings, CAD files, RFQ packages, pricing data, procurement specifications, messages, documents, and any other content or materials you submit, transmit, or upload in connection with the Service (collectively, “Submissions”). You represent and warrant that: (i) you will not upload Submissions containing sensitive personal information (such as government IDs or financial account credentials) unrelated to procurement activity; (ii) you own or control all rights in and to your Submissions and have the necessary rights to grant the licences set out herein; and (iii) you have obtained all permissions required to transmit Submissions, including any third-party intellectual property embodied in technical drawings or specifications.

(b) Licence to Submissions. By providing Submissions, you grant LevelPlane a worldwide, non-exclusive, royalty-free, fully paid licence to use, host, store, process, and analyse your Submissions solely to provide and improve the Service to you and other users, and as otherwise permitted under these Terms and our Privacy Notice.

(c) Your Responsibility. You are solely responsible for all Submissions you provide, including their legality, accuracy, and appropriateness. LevelPlane is not responsible for verifying the accuracy or completeness of any Submissions.

2.5. Consent to Electronic Notices

You consent to receiving electronic communications from LevelPlane via email and through the web-based user interface of the Service. These communications may include transactional notices, service updates, and other information relating to your use of the LevelPlane Service. You agree that electronic notices sent by LevelPlane will satisfy any legal communication requirements, including any requirement that such communications be in writing.

3.1. Limited Right of Access

Subject to your compliance with these Terms and payment of applicable fees, LevelPlane hereby grants you a non-exclusive, non-transferable, non-sublicensable, revocable, limited right to access and use the Service through the Websites and via LevelPlane’s designated email access channel, solely for your internal business procurement purposes and in accordance with these Terms.

3.2. AI Features

(a) Overview. The Service incorporates artificial intelligence and machine learning capabilities (collectively, “AI Features”), which may include drawing intelligence, GD&T extraction, process routing, complexity scoring, cost estimation, and related autonomous procurement functions. These AI Features may be developed by LevelPlane or by third-party providers. Where the Service integrates third-party AI capabilities, LevelPlane will identify the relevant provider and you agree to review and comply with that provider’s applicable terms of use.

(b) Outputs. LevelPlane retains ownership of any output generated through the AI Features based on your Submissions (“Output”), subject to your rights in and to the underlying Submissions. You are permitted to use Output for your internal business purposes. You acknowledge and agree that: (i) AI and machine learning are rapidly evolving fields; (ii) given the probabilistic nature of machine learning, the AI Features may produce Output that is inaccurate, incomplete, or does not conform to your requirements; (iii) you are solely responsible for independently evaluating the accuracy and suitability of any Output before relying on it for procurement or business decisions, including through human review; and (iv) you are solely responsible for your use of any Output, including its legality, accuracy, and appropriateness. OUTPUTS ARE GENERATED THROUGH MACHINE LEARNING PROCESSES AND ARE NOT TESTED, VERIFIED, ENDORSED, OR GUARANTEED TO BE ACCURATE, COMPLETE, OR CURRENT BY LEVELPLANE.

(c) Restrictions. You agree that you will not, and will not permit any other person to: (i) use the AI Features or any Output to develop, train, or improve any competing AI or ML model; (ii) represent any Output as approved or endorsed by LevelPlane; or (iii) represent any Output as a wholly human-generated work.

3.3. Open Source Components

The Platform may include third-party open source software components (“Open Source Components”) licensed under their respective open source licences, which are available on request from LevelPlane. Your use of each Open Source Component is subject to the applicable licence terms, and you are solely responsible for compliance with those licences.

3.4. Prohibited Uses

You agree that you will not, and will not permit any other person to:

1. (a)use or allow access to the LevelPlane Service in a manner that circumvents contractual usage restrictions or exceeds applicable usage parameters;
2. (b)licence, sub-licence, sell, re-sell, rent, lease, transfer, or distribute any portion of the LevelPlane Service or any Output to third parties except as expressly permitted in these Terms;
3. (c)access or use the LevelPlane Service for the purpose of developing competitive products or services, benchmarking, or monitoring LevelPlane's performance or functionality;
4. (d)reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or trade secrets from the LevelPlane Service;
5. (e)use the LevelPlane Service in a way that violates or infringes any third-party rights, including intellectual property, privacy, or contractual rights;
6. (f)upload, transmit, or distribute any unlawful, defamatory, fraudulent, obscene, or otherwise objectionable content through the LevelPlane Service;
7. (g)remove, alter, or obscure any proprietary rights notices of LevelPlane or its licensors;
8. (h)interfere with or disrupt the integrity, security, or performance of the LevelPlane Service or its underlying infrastructure;
9. (i)impose an unreasonable or disproportionately large load on the LevelPlane Service or its infrastructure;
10. (j)attempt to gain unauthorised access to the LevelPlane Service or its related systems or networks;
11. (k)use robots, spiders, crawlers, or other automated tools to scrape, index, or collect data from the LevelPlane Service without prior written authorisation;
12. (l)use the LevelPlane Service to store or transmit malicious or unsolicited code; or
13. (m)use the LevelPlane Service in any manner that violates any applicable law, rule, regulation, or legal or regulatory requirement, including export laws and regulations.

3.5. Changes to the Service

LevelPlane reserves the right to modify, suspend, or discontinue the LevelPlane Service, or any part thereof, temporarily or permanently, with or without notice. LevelPlane will not be liable to you or any third party for any such modification, suspension, or discontinuance.

3.6. Availability of the Service

The LevelPlane Service is accessible through web browsers and via email. LevelPlane may restrict access to the Service in certain jurisdictions at its sole discretion. It is your responsibility to ensure your use of the LevelPlane Service is lawful in your jurisdiction.

4.1. Our Ownership Rights

LevelPlane or its licensors retain all right, title, and interest in and to (a) the LevelPlane Service, including all materials, interfaces, code, products, and text embodied in or comprising the Service, as well as its design, structure, “look and feel,” and arrangement; (b) all Usage Data (as defined below); (c) LevelPlane’s trademarks, service marks, proprietary logos, and other distinctive brand features; and (d) any modifications, updates, enhancements, or improvements to any of the foregoing (collectively, “LevelPlane Property”). LevelPlane reserves all rights not expressly granted to you in these Terms.

4.2. Usage Data

You acknowledge and agree that LevelPlane has the right to monitor and collect data and information derived from your use of the Service, including statistics, metrics, analytics, and performance data relating to the operation of the LevelPlane Service and the processing of your Submissions (“Usage Data”). LevelPlane may analyse and use Usage Data to improve, test, and maintain the Service, develop additional products and services, train and enhance the AI Features, and for other lawful purposes. LevelPlane will only publicly disclose Usage Data in aggregate, non-personally identifiable form. LevelPlane retains all right, title, and interest in and to Usage Data.

4.3. Feedback and Ideas

Any ideas, suggestions, or feedback you provide regarding the LevelPlane Service (“Feedback”) may be used by LevelPlane without compensation or attribution. You hereby grant LevelPlane a worldwide, irrevocable, royalty-free, non-exclusive, sublicensable, and transferable licence under all your intellectual property rights in and to such Feedback for LevelPlane to use and exploit for any purpose.

9.1. No Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (a) THE LEVELPLANE SERVICE, THE AI FEATURES (INCLUDING ANY OUTPUT), AND ANY OTHER MATERIALS OR SERVICES PROVIDED BY LEVELPLANE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND WITHOUT ANY WARRANTY OF ANY KIND. (b) LEVELPLANE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, GUARANTEES, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF ACCURACY, RELIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. (c) LEVELPLANE DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, OR CURRENT.

9.2. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LEVELPLANE BE LIABLE, WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY: (A) IN THE AGGREGATE, FOR ANY AMOUNTS IN EXCESS OF THE FEES PAID BY YOU TO LEVELPLANE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; (B) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, OR SERVICES; (C) FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; (D) FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA; OR (E) FOR ANY MATTER BEYOND LEVELPLANE’S REASONABLE CONTROL. THESE LIMITATIONS SHALL APPLY EVEN IF LEVELPLANE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

9.3. Application to Consumers

Certain jurisdictions do not permit the exclusion of implied warranties or limitation of liability for incidental or consequential damages. The exclusions and limitations in this Section 9 apply to you only to the extent permitted by the laws of your jurisdiction.

9.4. Basis of the Bargain

The warranty disclaimer and limitation of liability set out in this Section 9 are fundamental elements of the basis of the agreement between LevelPlane and you. LevelPlane would not be able to provide the LevelPlane Service on an economic basis without such limitations.

10.1. Modification to These Terms

LevelPlane reserves the right to change, modify, or update these Terms at any time. If we revise these Terms, we will post the revised Terms on our Website, available at levelplane.com/terms, and update the “Effective” date at the top. For material changes, we will provide reasonable prior notice by posting a prominent notice on our Website and/or by email to the address associated with your Account. Material changes will become effective on the date set out in the notice. Your continued use of the LevelPlane Service after the effective date of any revised Terms constitutes your acceptance of the revised Terms.

10.2. Governing Law; Venue

These Terms shall be governed by and construed in accordance with the laws of the State of California, without reference to its conflict-of-law rules. Any judicial proceedings arising out of or relating to these Terms shall be brought exclusively in the federal or state courts located in Santa Clara County, California, United States of America, and the parties consent to the personal jurisdiction and venue of such courts. Notwithstanding the foregoing, LevelPlane may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

10.3. Government Rights

The Platform and its underlying software are commercial computer software programs developed solely at private expense, as defined under applicable U.S. Federal Acquisition Regulations. Any use, modification, or disclosure by the U.S. government shall be governed solely by the terms of these Terms.

10.4. Severability; Waiver

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will continue in full force. The failure of either party to enforce any provision of these Terms will not constitute a waiver of that party’s right to enforce such provision in the future.

10.5. Assignment

You may not assign your rights or obligations under these Terms without LevelPlane’s prior written consent. Any attempted assignment in contravention of the foregoing shall be null and void. LevelPlane may freely assign these Terms or any of its rights or obligations hereunder to its affiliates, successors, or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

10.6. Third-Party Rights

These Terms are not intended to grant rights to anyone other than you and LevelPlane, and shall not create any third-party beneficiary rights except as expressly set forth herein.

10.7. Entire Agreement; Construction

These Terms, together with LevelPlane’s Privacy Notice and any applicable Additional Terms, constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all prior or contemporaneous representations, understandings, agreements, or communications between the parties relating to such subject matter. Section headings are for reference only. The term “including” means “including without limitation.” The official text of these Terms is in English, and in the event of any dispute regarding construction or meaning, reference shall be made only to the English language version.