Terms of Service‍

‍Acceptance of Terms of Service. By registering for and/or using the Service in any manner, including visiting or browsing the Planning Shepherd Website, you agree to these Terms of Service, and all other operating rules, policies, and procedures that we may publish from time to time through the Service, each of which is incorporated by reference, and each of which may be updated from time to time without notice to you.

‍Arbitration notice and class action waiver: Except for certain types of disputes described in the arbitration section below, you agree that disputes between you and us will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration.

‍Eligibility. You represent and warrant that you are at least 18 years of age. If you are under age 18, you may not, under any circumstances or for any reason, register for an Account (defined below) or use the Service. We may, in our sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Service and your use of the Service (a) are in compliance with all laws, rules and regulations applicable to you and (b) do not violate any other agreement to which you are a party. The right to access the Service is revoked where these Terms of Service or use of the Service is prohibited or to the extent offering, sale or provision of the Service conflicts with any applicable law, rule or regulation. Further, the Service are offered only for your use, and not for the use or benefit of any third party.

‍Registration and User Seats. To sign up yourself or others for the Service, you must register for an account on the Service (an "Account"). You must provide accurate and complete information for your Account. Each Account shall only be used by the individual user that registered such Account. You may never use another person’s user Account without permission from Planning Shepherd or share your Account or access credentials with any other individual or entity. You should never publish, distribute, or post login information for your Account. "User" means an individual (a natural human!) whom you authorize to use the Service. Users may include, for example, your employees, consultants, contractors, and agents, and third parties with which you transact business. A User’s access credentials may not be shared with any other individual or entity for purposes of using the Services. You are responsible for maintaining the security of your Account, password. You shall be responsible for acts, omissions, or breaches hereunder by any of your Users or any other individuals using your Account or credentials for the Services. You must keep your Account information updated, and you must notify us immediately of any change in your eligibility to use the Services or breach of security or unauthorized use of your Account.

‍THE SERVICES‍

‍Services. Subject to these Terms of Service, Wes Young Live will use commercially reasonable efforts to make the Services available to you.

‍Content. "Content" means information, data, assessments, text, videos, audio, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. As between the parties, all Content, except for Customer Data (as defined below), is owned by Planning Shepherd or its licensors. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom.

‍Restrictions on Use of the Services. You will not directly or indirectly:
- sell, license, sublicense, distribute, copy, rent, use or lease the Services, or include the Services in a service bureau, time-share outsourcing offering, or otherwise make the Services available to, or use the Services for the benefit of any third party, on any third party platform, or transfer any of the rights that you receive hereunder and in particular when using one of our assessments or related tools;
- interfere with or disrupt the integrity or performance of the Services or any third-party data contained therein or attempt to gain unauthorized access to the Services or its related systems or networks;
- copy, modify, translate, or create derivative works based on the Services or any underlying software or any part, feature, function, or user interface thereof, including by framing (except as expressly allowed by Planning Shepherd) or mirroring any part of any Services or any Content;
- access or use the Services for benchmarking or similar competitive analysis purposes or in order to build a competitive product or service on learning and development platforms;
- decompile, disassemble, decipher, or reverse engineer the Services, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, (except to the extent such restriction is prohibited by applicable statutory law);
- remove any copyright notices, information, and restrictions contained in the Services or any Content;
- bypass, circumvent, or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services) or take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third-party providers’) infrastructure;
- use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Planning Shepherd Website or Services; or
- otherwise take any action in violation of our guidelines and policies, including these Terms of Service.

‍Availability. We are not and will not be responsible or liable for any failure in the Platform or Services resulting from or attributable to (i) Customer Data or failures to deliver Customer Data to Wes Young Live; (ii) failures in any telecommunications, network or other service or equipment outside of Planning Shepherd facilities; or (iii) any force majeure or other cause beyond Planning Shepherd’s reasonable control. We do not guarantee that the Services or any Content will be available, or that any Content that is available is or will continue to be accurate. We reserve the right, but do not have any obligation, to remove, edit, modify, or block access to any Content in our sole discretion, at any time, without notice to you and for any reason (including upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Service).

‍Limits. We may impose certain limits on the use of the Services, including without limitation the amount of Customer Data that may be stored, features that may be accessed, number of users, or other rate or usage limitations at any time in our sole discretion.

‍Proprietary Rights. As between the parties, all right, title and interest in and to the Services and Content, and all copies, modifications and derivative works thereof is and will remain the sole and exclusive property of Planning Shepherd. Except as expressly set forth herein, no license or other right, title or interest in the Services or Content is granted by Planning Shepherd to you.

Customer Data. "Customer Data" means any and all electronic data, Content, and information uploaded or submitted to the Services by you or by a third party on your behalf. You retain all of your rights to your Customer Data. License to Customer Data. You hereby grant Planning Shepherd a non-exclusive, worldwide, royalty-free, fully paid-up right and license to use, copy, access, process, reproduce, perform, display, modify, distribute, and transmit your Customer Data in connection with the Services. You acknowledge and agree that: (i) the quality of the Services and the Platform depend on the uploading or other provisioning of the Customer Data into the Platform or the Services, as applicable and (ii) Wes Young Live will not assume any responsibility for, or undertake to verify, the accuracy or completeness of the Customer Data entered by you.

‍Aggregate Data. Notwithstanding anything to the contrary set forth herein, Planning Shepherd may collect and use data regarding the use and performance of the Service in anonymized and aggregated form, to analyze and improve the Service and for distribution in general benchmarking data and industry reports, provided that any reported user data is aggregated and anonymized such that no personally identifying information of Customer or its users is revealed.

‍Representations and Warranties. You represent, warrant, and covenant that (i) all Customer Data is accurate and compliant with all applicable laws, rules, and regulations; (ii) you own all rights, title, and interest in and to the Customer Data, or have otherwise secured all necessary rights in the Customer Data as may be necessary to permit the access, use, and distribution thereof as contemplated by these Terms of Service; (iii) you shall only use the Services in accordance with all applicable laws, rules, and regulations, these Terms of Service and any relevant documentation provided by Planning Shepherd and (iv) you will not, and will not permit any third party to upload, download, post, submit, provide, transmit, distribute, or otherwise make available to or through the Services any Customer Data that(A) is unlawful, infringing, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, or that otherwise violates any other right of any third party, including any intellectual property, proprietary, or privacy rights, or that is otherwise inappropriate, as determined by us in our sole discretion; (B) contains any viruses, code, files, or programs designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or that is or can be otherwise malicious or disruptive; (C) constitutes unauthorized or unsolicited advertising, junk, or bulk email ("spamming") or otherwise violates federal CAN-SPAM regulation; or (D) contains any personally identifying information subject to specialized security regimes including without limitation the Health Insurance Portability and Accountability Act ("HIPAA"), and the standards promulgated by the PCI Security Standards Council ("PCI"). You acknowledge and agree that Planning Shepherd is not a "Business Associate" under HIPAA, and you will not provide any protected health information to Planning Shepherd. You will not provide Planning Shepherd with any personally identifying information except for User information as necessary to allow Users to access the Services as set forth in these Terms of Service. You are responsible for complying with CAN-SPAM, including without limitation for supplying an "Unsubscribe" link in any emails required to include such link.

‍Third-Party Services. The Services may permit you to link to other websites, services, or resources on the Internet, and other websites, services, or resources may contain links to the Services. For more information about third-party advertising, cookies, and opt-outs, please visit Planning Shepherd privacy policy at https://www.PlanningShepherd.com/privacy. When you access third-party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly, or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource. Wes Young Live will also not be responsible or liable for any failure in the Services attributable to your or any third party’s products, services, negligence, willful misconduct, breach of these Terms of Service, or other unauthorized access or use.

‍Payments and Billing

‍Please note that any payment terms presented to you in the process of using or signing up for a Service are deemed part of these Terms of Services. All amounts are stated in, and shall be paid in, U.S. dollars. If you have any questions, contact: sales@planningshepherd.com. We may revise the rates for Services at any time or impose additional fees or charges.

‍Billing. We use a third-party payment processor (the "Payment Processor") to bill you through a payment account linked to your Account on the Services (your "Billing Account") for use of the Services. The processing of payments will be subject to the terms, conditions, and privacy policies of the Payment Processor in addition to these Terms of Service. We are not responsible for error by the Payment Processor. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if the Payment Processor has already requested or received payment. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer, or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

‍Chargeback Policy; Disputes. If you have a question about charges made to your Account, please contact us immediately. If the charges were made in error, we will credit your Billing Account or Payment Method for the appropriate amount.

‍Free Trials and Other Promotions. Any free trial or other promotion that provides access to a Service must be used within the specified time of the trial.

‍Feedback. At all times Planning Shepherd will have the unrestricted right to use and act upon any suggestions, ideas, enhancement requests, feedback, and recommendations you provide specifically relating to the features, functionality and performance of the Services.

‍Copyright Policy. We have adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (http://lcweb.loc.gov/copyright/legislation/dmca.pdf ). The address of the Designated Agent to Receive Notification of Claimed Infringement ("Designated Agent") is listed at the end of this policy.

‍Procedure for Reporting Copyright Infringement:

‍If you believe that material or content residing on or accessible through our websites, application, or services infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:
- A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
- Identification of works or materials being infringed;
- Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that we are capable of finding and verifying its existence;
- Contact information about the notifier including address, telephone number and, if available, email address;
- A statement that the notifier has a good faith belief that the material is not authorized by the copyright owner, its agent, or the law; and
- A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.
Please contact the Designated Agent to Receive Notification of Claimed Infringement for Planning Shepherd at: sales@planningshepherd.com.

‍Confidentiality. “Confidential Information” means all information disclosed by Planning Shepherd to you, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Planning Shepherd’s Confidential Information includes the Services and Content, as well as business and marketing plans, technology and technical information, product plans and designs, source code and business processes disclosed by Planning Shepherd. You will use a reasonable degree of care to protect the Confidential Information. You will not use any Confidential Information for any purpose outside the scope of these Terms of Service or disclose Confidential Information to any third party. You may disclose Confidential Information to the extent compelled by law, provided you give Planning Shepherd prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at Planning Shepherd cost, if Planning Shepherd wishes to contest the disclosure.

‍Data Security. Planning Shepherd shall maintain appropriate administrative, physical, and technical safeguards designed to protect the security of the Services and Customer Data.

‍Termination.‍

‍Termination by Either Party. You have the option of canceling your Account at any time by contacting us at sales@planningshepherd.com. We reserve the right to terminate your Account or access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately. All provisions of these Terms of Service which by their nature should survive termination or expiration shall survive termination, including provisions regarding ownership, aggregate data use, payment (to the extent any payment obligations remain outstanding), warranty disclaimers, indemnity, and limitations of liability.

‍Customer Data After Termination. Termination or cancellation of your Account by either party may result in the forfeiture and destruction of all information and data, including Customer Data, associated with your Account. Termination, cancellation, or expiration of your Account will result in a loss of your Customer Data; we may delete or destroy all copies of your Customer Data in our systems or otherwise in our possession or control, unless legally prohibited. We reserve the right, including after termination, to access, read, preserve, and disclose any information, including without limitation Customer Data, as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms of Service, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests or (v) protect the rights, property or safety of us, our users and the public.

‍Warranty Disclaimer. You release us from all liability for you having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Services.

‍THE SERVICES AND CONTENT ARE PROVIDED "AS IS", "AS AVAILABLE" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.

‍You shall and hereby do waive California Civil Code Section 1542 or any other similar law of any jurisdiction, which says in substance: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor". Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You may have other rights which vary from jurisdiction to jurisdiction.

‍Indemnification. You are solely responsible for your conduct and your data related to the Service. You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Services, Content, or otherwise from your Customer Data, violation of these Terms of Service, or infringement by you, or any third party using your Account or identity in the Services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

‍Limitation of Liability. IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (A) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING); (B) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); OR (C) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE GREATER OF (I) FEES PAID TO US FOR THE PARTICULAR SERVICES DURING THE IMMEDIATELY PREVIOUS THREE (3) MONTH PERIOD OR (II) $500.00.‍

‍Governing Law and Jurisdiction. These Terms of Service shall be governed by and construed in accordance with the laws of the State of Texas, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be resolved in Tarrant County, Texas.

‍Modification. We reserve the right, in our sole discretion, to modify or replace any of these Terms of Service, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content), with or without notice. If we make material changes to these Terms of Service that negatively affect you, or materially reduce the Services, we will notify you by posting a notice or new version of these Terms of Service on the Site or Service, or by sending you notice through the Services, via email or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will timely provide notice of material modifications, it is also your responsibility to check these Terms of Service periodically for changes. Your continued use of the Services following notification of any changes to these Terms of Service constitutes acceptance of those changes, which will apply to your continued use of the Services going forward. Your use of the Services is subject to the Terms of Service in effect at the time of such use.

‍Miscellaneous

‍‍Entire Agreement and Severability. These Terms of Service are the entire agreement between you and us with respect to the Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of Planning Shepherd to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

‍Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

‍Subcontractors. We use subcontractors to provide certain aspects of the Services and in some cases permit them to access Customer Data subject to appropriate obligations of security, confidentiality, and compliance with applicable laws. We remain responsible for our subcontractors’ compliance with these Terms of Service with respect to their services provided hereunder.

‍Assignment. These Terms of Service are personal to you, and are not assignable, transferable, or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.

‍Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect.

‍Notices. Unless otherwise specified in these Term of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to sales@planningshepherd.com. You acknowledge and agree that Planning Shepherd may occasionally send you communications regarding your account or the Services via email or by posting on the Services. You acknowledge and agrees that Planning Shepherd may occasionally send notices to you regarding your Account or the Services via email or via the Services.

‍No Waiver. Our failure to enforce any part of these Terms of Service shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Service. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Service to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.

‍Open Source. The Service may contain or be distributed with open source software or other third-party software which may be covered by a different license. Notwithstanding anything to the contrary, the obligations of Wes Young Live set forth in these Terms of Service do not extend to any open source software or such other third-party software which may be made available by Wes Young Live, or otherwise obtained or used by you. You agree that all open source software or such other third-party software shall be and shall remain subject to the terms and conditions under which it is provided, and you shall be responsible for compliance with such terms. To the fullest extent possible, Planning Shepherd disclaims all warranties and liability regarding such open source and third-party software in accordance with the terms of these Terms of Service.

‍Headings; Interpretation. The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation. Any use of "including" "for example" or "such as" in these Terms of Service shall be read as being followed by "without limitation" where appropriate.

Any claim related to these Terms of Service, the Site(s) or the Service must be brought within one year. The one-year period begins on the date when the claim first could be filed. If it is not filed, then that claim is permanently barred. This applies to you and your successors. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to these Terms of Service.

Contact

You may contact us at the following address: Planning Shepherd at sales@planningshepherd.com.

Planning Shepherd, LLC
PO Box 122594
Ft Worth, TX 76121