2.1 SUBSCRIPTION TERMS

MarketPlan may offer a range of subscription plans to its Services (each, a “Plan”). Each Plan includes different levels of access to features of the Services.

You will select your Plan as part of your registration for the Services. Each subscription period for a Plan will be based on the subscription period chosen/sold (e.g. annually, bi-annually, monthly). You may choose to be billed for the Plan annually or in less than annual increments (e.g. monthly or bi-annually), but regardless of your billing cycle, you are responsible for subscription fees (if a “Paid Plan” is chosen) for the entire subscription period chosen/sold.

Some Paid Plans offer “Usage-Based Plans” (i.e. Plans that offer scalable access to the service based on “Usage” [e.g. total number of user seats used in a month]) in addition to the existing service to allow for scalable functionality of the Services based on Usage (e.g. monthly tracked page-views). Usage-Based Plans will be automatically added to these type of Paid Plans and will be invoiced separately for your Usage at the end of each period.

At the end of your current subscription period, your Plan will automatically renew for a subscription period equal to your prior subscription period unless you provide MarketPlan with email notice (sent to support@marketplan.io) of your intent not to renew your plan or by submitting our cancellation form in the Service at least five (5) days prior to the end of the then-current subscription period. A Free Account does not require a notice at least five (5) days prior to the end of the then-current subscription period.

To view the specific details of your Plan, including pricing information and the end date of your subscription period, contact us at support@marketplan.io.

2.2 BILLING POLICIES, REFUNDS, OVERAGES, AND UPGRADE AND DOWNGRADE TERMS

The fees for your Plan are billed in advance of each billing cycle (with the exception of Usage-Based Plans).
In the event you cancel your Plan, no refunds or credits will be provided for partial or unused months of the Services.

For Usage-Based Plans, you will be invoiced for your Usage (e.g. tracked page-views per month) during the current subscription monthly interval at the end of each monthly interval corresponding to the date of the month of when your Paid Plan’s subscription cycle is renewed.

If you exceed your Plan’s limits on any feature in any given month, you will be automatically upgraded to the next level Plan for the remainder of your subscription period.

If you upgrade your Plan level, you will immediately be charged for the increased price of the upgraded Plan, pro-rated to reflect the remaining duration of your subscription period (with the exception of upgrading from a Free Plan to a Paid Plan in which your billing cycle will start new on the day you upgrade where the full fee of the Paid Plan is to be paid), and you will be charged the full amount of the then-current rate for the new Plan, as provided at https://marketplan.io/, beginning with your next billing cycle.

If you desire to downgrade your Plan level prior to the end of your subscription period, please provide written notice to support@marketplan.io. The Plan downgrade will take effect the next billing cycle following your notice to MarketPlan, and you will not receive any refunds for payments made on your current billing cycle. Downgrading your Plan may cause the loss of account content, features, or capacity. MarketPlan disclaims liability for any such loss.

Any discounts applied to a previous subscription may not apply to a renewed subscription, including to any automatic renewals.
Any questions involving upgrades or downgrades to your Plan can be directed to support@marketplan.io.

2.3 CHANGES IN FEES

We may change the fees for the Services at any time or impose additional fees or charges.

Such changes will be effective as of the next billing cycle after notice of our new fees, as provided for in Section 12 herein, provided that if you upgrade or downgrade to a new Plan, whether at your election or exceeding limits according to Section 2.2, you will be charged at the then-current rate for such Plan, as provided at https://marketplan.io/.

2.4 PAYMENT OF FEES

As an express condition of your use of and access to the Services, you agree to pay all fees applicable to your Plan, any other fees for additional services you may purchase, and any applicable taxes in connection with your use of the Services.

We will bill the fees due under your Plan to the credit card you provide to us during registration (or to a different credit card if you change your payment information). You acknowledge that the amount billed for each renewal period may vary due to promotional offers, changes in your Plan, and changes in applicable taxes, and you authorize us to bill you the corresponding amounts.

We reserve the right to deactivate your access to the Services for failure to pay applicable fees as described in this Agreement. Unless otherwise stated, all fees are stated in U.S. Dollars.

2.5 CREDIT CARD PAYMENTS

All fees for your Plan will be billed to your credit card. You authorize the card issuer to pay any amounts described herein and associated with your Plan and authorize us (or a billing agent acting on our behalf) to continue charging all such amounts to your credit card account until you or we, cancel or terminate your Plan as provided herein or these amounts are paid in full, whichever is later.

You must provide current, complete and accurate billing and credit card information. You must promptly update all billing information (such as billing address, card number and expiration date) to keep your account current, complete and accurate, and you must promptly contact MarketPlan if your credit card is lost or stolen, or if you become aware of a potential breach of account security (such as an unauthorized disclosure or use of your MarketPlan username or password).

You authorize us to obtain or determine updated or replacement expiration dates for your credit card in the event that the credit card you provided us expires. We reserve the right to charge any renewal card issued to you to the same extent as the expired card. If payment is not received from your credit card issuer, you agree to pay all amounts due upon demand. You agree to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance. In certain instances, the issuer of your credit card may charge you a foreign transaction fee or related charges, which you will be responsible to pay. Please check with your bank and credit card issuer for details.

2.6 ACCOUNT CANCELLATION

You may cancel your Plan upon five (5) days notice by sending an email to support@marketplan.io or by our cancellation form available within the Service. A Free Account does not require a notice at least five (5) days prior to the end of the then-current subscription period.

For clarity, if you cancel your plan prior to the conclusion of your current subscription period, you will remain responsible for payment for all subscription fees through the conclusion of your current subscription period.

If you cancel your Plan, you will lose all access, upon the expiration of your current prepaid period, to the Services and any data or information stored in your account (see Section 11 (“Term and Termination”) for additional details).

5.1 CONTENT ON THE WEBSITE

Any opinions expressed by the contributors, authors and moderators who post content to the Website are the personal opinions of the authors, not of MarketPlan, whether or not the authors are employees or contractors of MarketPlan. The Website and all materials published and/or distributed on or through the Website (including, but not limited to news articles, photographs, images, illustrations, audio clips and video clips) are provided for informational and entertainment purposes only and are not meant to be an endorsement or representation by MarketPlan or any other party.

5.2 MARKETPLAN’S EXCLUSIVE RIGHT TO MANAGE MATERIAL

You acknowledge that any Material you post, upload, or submit to the MarketPlan Blog or any public place owned by MarketPlan may be edited, removed, deleted, modified, published, transmitted, and displayed by MarketPlan in its sole discretion and without your permission and you waive any rights you may have in having the material altered or changed in a manner not agreeable to you. You expressly agree that we may remove, disable or restrict access to or the availability of any Material from the MarketPlan Blog or any public place owned by MarketPlan at any time, for any reason or for no reason at all. However, MarketPlan shall not be responsible for controlling or editing any Material and MarketPlan cannot ensure removal of inappropriate or unlawful Material. Under no circumstances will we be held liable for removing, disabling or restricting access to or the availability of Material or for any failure to do so.

5.3 RESERVATIONS

Except for the limited licenses expressly granted herein, MarketPlan expressly reserves all right, title and interest in and to the content on the MarketPlan Website, aggregate data and general trend reports described in sections 3.2 and our Privacy Policy, and all processing, analytics, and other software and technology used by MarketPlan in the analysis of your website and/or the provision of the Services (“MarketPlan Technology and Service”), including, without limitation, any derivatives, improvements, enhancements or extensions of the MarketPlan Technology and Service conceived, reduced to practice or otherwise developed on or on behalf of MarketPlan, all of which are valuable assets of MarketPlan, and any copyright, patent or trademark or other intellectual property right, or federal or state right, pertaining thereto.
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Without limiting the generality of the foregoing, you agree not to (and to not allow any third party to): (a) sublicense, distribute, or use the Service outside of the scope of the License granted herein; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Processing Software or otherwise attempt to discover any source code or trade secrets related to the Service; (c) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Service for any purpose without the express written consent of MarketPlan; (d) register, attempt to register, or assist anyone else to register any trademark, trade name, serve marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with MarketPlan other than in the name of MarketPlan; or (e) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Service.

5.4 RESTRICTIONS ON USE AND COMPLIANCE

YOU SHALL NOT:

1. Use, or allow the use of, the MarketPlan Technology and Service, except pursuant to the limited rights expressly granted in this Agreement;
2. Use the MarketPlan Technology and Service in any manner that is inconsistent with user documentation, if any, supplied to you by MarketPlan or inconsistent with MarketPlan’s standard security procedures, if any, accessible through your user interface;
3. Attempt to reverse engineer, hack into, or compromise any aspect of the MarketPlan Technology and Service, or attempt to access data or account information of any other customer of MarketPlan;
4. Remove, obscure or alter any legal notices, including notices of intellectual property rights appearing in or on any materials delivered to you by MarketPlan;
5. Use, post, transmit or introduce any device, software or routine that interferes or attempts to interfere with the operation of the MarketPlan Technology and Service;
6. Post or transmit any libelous, defamatory, indecent, obscene, abusive or pornographic message, data, image or program;
   post or transmit any message, data, image or program that would violate any property rights of others using the Services or on the MarketPlan Blog or public place owned by MarketPlan;
7. Upload or download files that contain software or other material protected by intellectual property laws, rights of privacy or publicity, or any other applicable law unless you own or control the rights to such files or have received all necessary consents;
8. Use the Services to threaten, harass, or otherwise violate the legal rights (including rights of privacy and publicity) of others.
9. Run any processes that run or are activated while you are not logged on to the Website, or that otherwise interfere with the proper working of or place an unreasonable load on the Services’ infrastructure. Further, the use of manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Website is strictly prohibited.

You will not use the Services in any way or for any purpose that would violate, or would have the effect of violating, any applicable laws, rules or regulations or any rights of any third parties, including without limitation, any law or right regarding any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights.

You agree to indemnify, hold harmless and (only if requested by MarketPlan) defend MarketPlan, at your expense, against any and all third-party claims, actions, proceedings, and suits asserted against MarketPlan or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees) incurred by MarketPlan or any of its officers, directors, employees, agents or affiliates, arising out of or relating to your breach of any term or condition of this Agreement and/or your use of the Services. In such instances, MarketPlan will provide you with electronic and written notice of such third-party claim, action, proceeding, or suit to the last e-mail address and mailing address furnished to MarketPlan within 30 days of learning of such claim. You shall cooperate as fully as reasonably required in the defense of any claim. MarketPlan reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

MarketPlan does not represent or warrant that (a) the Services will be error-free or accessible at particular times, (b) defects will be corrected, (c) the Services, or the server(s) that makes it available, are free of viruses or other harmful components, or (d) the use or the results of the use of the Services or the materials made available as part of the Services will be correct, accurate, timely, or otherwise reliable.

You specifically agree that MarketPlan shall not be responsible for unauthorized access to or alteration of the Customer Data. MarketPlan does not guarantee storage of Customer Data. Storage space allocated to you is subject to agreement with MarketPlan or the amount of available space.

MarketPlan does not guarantee, and shall have no liability for, any Services downtime, including, without limitation, any downtime (a) caused by failures of or previously scheduled maintenance to MarketPlan’s equipment or servers, (b) caused by outages to any public Internet backbones, networks or servers; (c) caused by any failures of your equipment, systems or local access services; or (d) relating to events beyond MarketPlan’s control, such as strikes, riots, insurrections, fires, floods, explosions, war, governmental actions, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where MarketPlan or your servers are located or co-located.

MarketPlan reserves the right at any time and from time to time to update, modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. MarketPlan shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

Our employees are not authorized to vary the terms of this Agreement. This Agreement may be modified only (a) by obtaining our written consent in an agreement signed by an officer of MarketPlan; or (b) as set forth below in the immediately following paragraph.

You agree that MarketPlan may modify the terms of this Agreement or any policy governing the Services from time to time, and that your right to access the Services is conditioned on an ongoing basis with your compliance with the then-current version of this Agreement. We will notify you of any material revisions or modifications to the Agreement by (x) posting a notice on the MarketPlan Website the first time that you visit the Website following such revisions or modifications, (y) providing direct notice of such changes in a communication via email to the most recent email address we have on file, or (z) by other reasonable means. By continuing to use the Services, you consent to the revised or modified terms of this Agreement.

14.1 EXCUSE

MarketPlan shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control.

14.2 SEVERABILITY AND WAIVER

If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to reflect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.

If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to reflect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.

14.3 ENTIRE AGREEMENT

This Agreement (including any amendment thereto), together with the Privacy Policy, represents the complete agreement between us concerning its subject matter, and supersedes all prior agreements and representations between the parties.

14.4 AGREEMENT TO ARBITRATE

Certain portions of this Section 14.4 are deemed to be a “written agreement for arbitration” pursuant to the Federal Arbitration Act. You and MarketPlan agree that we intend that this Section 14.4 satisfies the “writing” requirement of the Federal Arbitration Act.

If any controversy, allegation, or claim arises out of or relates to the Services, the Website, your Plan, or this Agreement, including but not limited to claims for indemnification, contribution, or cross-claims in a pending action involving one or more third parties (collectively, a “Dispute”), then either you or MarketPlan may elect to submit the Dispute to be finally and exclusively resolved by binding arbitration before a sole arbitrator in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. If an in-person arbitration hearing is required, then it will be conducted in Jacksonville, Florida; but if the applicable arbitration rules or laws require the arbitration to be conducted in the “metropolitan statistical area” (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration, MarketPlan shall have the right to elect to proceed to arbitration in such location. All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. You and MarketPlan will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require MarketPlan to pay a greater portion or all of such fees and costs in order for this Section 14.4 to be enforceable, then MarketPlan will have the right to elect to pay the fees and costs and proceed to arbitration.

In arbitration, as with a court, the arbitrator must honor the terms of this Agreement and can award the prevailing party damages and other relief (including attorneys’ fees). However, WITH ARBITRATION (a) THERE IS NO JUDGE OR JURY, (b) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES, AND (c) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES OR IT WILL BE FOREVER BARRED.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT NO ARBITRATION SHALL BE JOINED WITH ANY OTHER; THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A REPRESENTATIVE OR CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; AND THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS.

14.5 INJUNCTIVE RELIEF

The foregoing provisions of this Section 14.4 will not apply to any (a) legal action taken by you or MarketPlan to seek an injunction or other equitable relief or (b) controversy, allegation or claim that arises out of relates to your or MarketPlan’s actual or alleged intellectual property rights.

14.6 CHOICE OF LAW AND FORUM

This Agreement shall be governed by and construed under the laws of the state of Florida without reference to its conflict of law principles. In the event of any conflicts between foreign law, rules, and regulations, and Florida law, rules, and regulations, Florida law, rules and regulations shall prevail and govern. Except to the extent that arbitration is elected in accordance with Section 14.4 above, any action or proceeding relating to a Dispute may only be instituted in state or federal court in Duval County, Florida. Accordingly, each party agrees to submit to the exclusive and personal jurisdiction of the courts located in Duval County, Florida. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement. The MarketPlan Technology and Service are controlled by U.S. Export Regulations, and may not be exported to or used by embargoed countries or individuals.

14.7 NOTICES

MarketPlan may deliver notice to you under this Agreement by (a) means of electronic mail, (b) posting a notice on the MarketPlan Website, (c) a communication to your MarketPlan account, or by (d) written communication delivered by first class U.S. mail to your address on record if one exists.

Unless otherwise specified, any notices to MarketPlan must be sent to:

ConversionFly, LLC

224 Datura Street,
West Palm Beach, FL ​33401

support@marketplan.io

via email or first class, air mail, or overnight courier, and are deemed given upon receipt.

14.8 TRANSFER OR RIGHTS

You may not assign or otherwise transfer any of your rights hereunder without MarketPlan’s prior written consent, and any such attempt is void. The relationship between MarketPlan and you is not one of a legal partnership relationship, but is one of independent contractors. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.

14.9 HEADINGS

The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to control of affect the meaning or construction of any provision of this Agreement.

This Terms of Use is effective the Effective Date set forth at the top of this document.