Terms of Service

Effective Date: [Insert effective date for new customers; existing customers on next renewal or as noticed]

These Terms of Service (“Terms”) govern access to and use of the PlanTools platform and related services (the “Services”) provided by PlanTools, LLC (“PlanTools,” “we,” “us,” or “our”). By creating an account, executing an Order, clicking to accept, or using the Services, you (“Customer,” “you,” or “your”) agree to these Terms. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization.

These Terms, together with any Order, our Privacy Policy, Acceptable Use Policy, AI Governance Policy, and any Data Processing Addendum (collectively, the “Agreement”), form the entire agreement between the parties.

1. Services and Subscription

PlanTools provides a cloud-based SaaS platform for retirement plan professionals, including investment monitoring, fiduciary reporting, scorecards, benchmarking, and related tools. Access is provided on a subscription basis for the term specified in your Order (“Subscription Term”).

License Grant. Subject to payment and compliance with this Agreement, PlanTools grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for Customer’s internal business purposes and in accordance with the Documentation and any usage limits in the Order.

Users. Access is limited to authorized users who are Customer’s employees, contractors, or affiliates under Customer’s control. Customer is responsible for all activity under its account.

Modifications. PlanTools may update the Services from time to time. Material adverse changes will be communicated with reasonable notice where practicable.

Beta / Preview Features. Optional beta features are provided “as is” and may be discontinued at any time.

2. Orders, Fees, and Payment

• Fees are as stated in the applicable Order. Unless otherwise specified, fees are quoted in U.S. dollars and are non-refundable except as expressly stated.
• Subscriptions renew automatically for successive periods equal to the initial term unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term (or as specified in the Order).
• Customer is responsible for all applicable taxes (excluding taxes on PlanTools’ net income).
• Late payments may accrue interest at 1.5% per month or the maximum permitted by law, and PlanTools may suspend access for non-payment after notice.
• PlanTools may change fees for renewal terms with at least 30 days’ prior notice.

3. Customer Data and Ownership

Customer Data. Customer retains all rights in data, content, and materials it submits to the Services (“Customer Data”), including Recordkeeper feeds, Participant data, and advisor materials. Customer grants PlanTools a limited, non-exclusive license to host, process, and use Customer Data solely to provide, secure, and improve the Services for Customer, and to generate aggregated, de-identified insights that do not identify Customer or any individual.

No Training on Customer Data. PlanTools will not use Customer Data (including Participant data) to train or improve foundation AI models. Third-party AI providers are contractually prohibited from training on Customer Data.

PlanTools IP. PlanTools and its licensors own the Services, software, Documentation, aggregated analytics, and all related intellectual property. Customer receives only the rights expressly granted.

Feedback. Feedback provided by Customer may be used by PlanTools without restriction or compensation.

Third-Party Data. Morningstar, Index Provider, and other third-party data is subject to the applicable provider’s terms and is provided “as is.”

4. Acceptable Use and AI

Customer will not (and will not permit others to): reverse engineer the Services; use the Services to build a competing product; scrape or data-mine; share credentials; upload unlawful content; or use the Services in violation of law (including ERISA, securities laws, or privacy laws).

AI features, if enabled, are subject to PlanTools’ AI Governance Policy. AI outputs are assistive only, require human review for any client-facing or report use, and are not fiduciary, investment, legal, or tax advice. Customer remains solely responsible for all decisions and outputs delivered to its clients.

5. Term, Suspension, and Termination

• Either party may terminate for material breach if the breach is not cured within 30 days of written notice (or immediately if incurable or for non-payment).
• PlanTools may suspend access for security risks, legal requirements, or material breach.
• Upon termination or expiration: access ends, licenses terminate, and Customer must cease use. PlanTools will delete or return Customer Data within 30–60 days upon request, subject to legal retention obligations. Certain provisions (ownership, confidentiality, liability, indemnification) survive.

6. Confidentiality

Each party will protect the other’s confidential information with reasonable care and use it only to perform under the Agreement. Standard exceptions apply (public information, independently developed, required by law).

7. Warranties and Disclaimers

PlanTools warrants that it will provide the Services in a professional manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS.” PLANTOOLS DISCLAIMS ALL OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PLANTOOLS IS NOT AN INVESTMENT ADVISOR, FIDUCIARY, OR PROVIDER OF LEGAL/TAX ADVICE. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS FIDUCIARY PROCESSES, COMPLIANCE, AND CLIENT DELIVERABLES.

8. Limitation of Liability

EXCEPT FOR LIABILITY THAT CANNOT BE LIMITED BY LAW, INDEMNIFICATION OBLIGATIONS, OR BREACH OF CONFIDENTIALITY/DATA PROTECTION:

• NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS OR DATA).
• EACH PARTY’S TOTAL LIABILITY IS LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER TO PLANTOOLS IN THE 12 MONTHS PRECEDING THE CLAIM.

9. Indemnification

• PlanTools will defend Customer against third-party claims that the Services infringe a U.S. patent, copyright, or trademark, subject to standard exclusions (Customer modifications, combinations, or misuse).
• Customer will defend PlanTools against claims arising from Customer Data, Customer’s use of the Services, or Customer’s breach of the Agreement.
• Standard notice and cooperation procedures apply. The indemnifying party controls the defense.

10. Privacy, Security, and Compliance

PlanTools maintains SOC 2 Type II controls and reasonable administrative, technical, and physical safeguards. Customer Data is processed in accordance with the Privacy Policy and any applicable Data Processing Addendum. Customer is responsible for obtaining any necessary consents for data it provides (including Participant data).

11. Miscellaneous

Governing Law & Dispute Resolution. South Carolina law (excluding conflict rules). Disputes resolved by binding arbitration under AAA Commercial Rules in South Carolina, except either party may seek injunctive relief in court for IP or confidentiality breaches.

Assignment. Customer may not assign without consent (not to be unreasonably withheld). PlanTools may assign in connection with a merger or sale.

Force Majeure. Neither party is liable for delays beyond its reasonable control.

Entire Agreement; Amendments. This Agreement supersedes prior agreements. PlanTools may update these Terms with notice; continued use after the effective date constitutes acceptance. Material adverse changes provide a right to terminate with pro-rata refund of prepaid fees.

Notices. Written notices to the addresses in the Order or as updated.

Export & Compliance. Customer complies with applicable export and sanctions laws.

Contact: legal@plantools.com or the address on the Order.