This document includes the specific terms and conditions (“Ts&Cs”) applicable to the Business Plan Review Service (the “Service”) offered by Palo Alto Software (the “Company”). By using the Service, you are agreeing to be bound by these Ts&Cs in addition to the LivePlan Terms of Service, as they may be amended or modified from time to time (the “Terms of Service”). Likewise, the Company is agreeing to be bound by these Ts&Cs and the Terms of Service. If any provision of these Ts&Cs is inconsistent with any provision of the Terms of Service, the inconsistent provision of the Ts&Cs shall be controlling.

1. SCOPE OF SERVICES.

Upon the timely receipt from you of payment obligations, as described in Section 3 below, Company will engage a business plan consultant to work directly with you to deliver a finalized review of the business plan you created in LivePlan.

You hereby represent that you have the authority to enter into this contractual arrangement and bind the business that is the subject of the business plan.

2. REQUIRED INFORMATION FROM USER.

Upon the Company’s receipt of the payment under Section 3 below (the “Payment”), the Company will introduce you to the business plan consultant assigned to your project.

You understand and acknowledge that neither the Company nor the Writer is undertaking any obligation to verify the truth or accuracy of the information you provide to the Writer. Therefore, you are hereby representing and warranting to the Company that all information that you provide to the Writer will be true and accurate in all material respects and that you have the legal right to use all of the information you provide to the Writer (i.e. not the proprietary information of any other person or entity).

3. PAYMENT OBLIGATIONS.

The price for the business plan review provided by this Service is provided in your custom quote (the “List Price”). Company may change the List Price, but the price listed on the LivePlan website at the time you deliver your Payment will be a firm price for your business plan review. Upon receipt of the Payment, the Company will commence work on the Service.

4. PROCESS.

After the Company’s receipt of the Payment, you and the Writer will agree on the deadlines related to the completion and delivery timing. At his/her sole discretion, the Writer will conduct a phone interview with you at the scheduled date and time as a means to (i) following up on the information you provided and (ii) obtaining further information as the Writer deems appropriate.

All final comments and suggestions will be entered by the Writer directly into your LivePlan account, using LivePlan’s Comment Feature. All feedback will be intended to help meet your planning goals, and thus will vary per engagement. In all cases, the Writer shall not endeavor to rewrite or significantly edit portions of your writing, but rather focus on delivering actionable feedback for you to pursue in an effort to improve your plan.

5. CANCELLATION.

You may cancel the Plan Review during the time period between Payment and the start of the actual Plan Review work. This time varies, but you will be alerted by email once this work begins, after which time the cancellation no longer qualifies for a refund.

6. TERMINATION FOR CAUSE.

The Writer maintains the right to decline a Plan Review for any reason, at which time their feedback will be delivered in a timely manner and all Payments related to this engagement will be refunded.

7. DISCLAIMERS.

Company is not making any expressed or implied warranty that you will successfully achieve your objective of obtaining financing (investor and/or bank) with the Final Business Plan or that your implementation of Final Business Plan will result in the business that is the subject of the Final Business Plan becoming financially successful.

Neither the Company nor the Writer is an attorney and by providing you with the Service the Company is not providing you with legal advice. Company recommends that you consult with an attorney before using the Final Business Plan for the purpose of soliciting and/or accepting investments from investors. Federal and State securities laws apply to such solicitations and investments, and your failure to comply with such laws may result in significant adverse consequences to you and the business that is soliciting or accepting investments from investors.

8. LIMITATION ON LIABILITY.

Notwithstanding anything in these Ts&Cs or the Terms of Service to the contrary, in no event shall the Company or the Writer be liable to you for damages, including without limitation attorney’s fee and cost, in an amount exceeding the amount paid by you for the Service.

9. INDEMNIFICATION.

You hereby agree to indemnify and hold harmless the Company, its officers, directors, shareholders and agents and the Writer (collectively, the “Indemnified Parties”) from and against and in respect of any loss, cost, claim, demand, assessment, judgment, liability, damage or expense (including interest, penalties and reasonable attorneys' fees and cost) incurred by any of the Indemnified Parties, arising out of or resulting from your use of Service, the Final Business Plan, LivePlan and/or any breach by you of any of the representations, warranties or covenants contained in these Ts&Cs or the Terms of Service.

10. GOVERNING LAW.

These Ts&Cs shall be governed by and construed in accordance with the laws of the State of Oregon.

11. SURVIVAL.

In the event of any cancellation or termination of the parties’ obligations under these Ts&Cs, the following Sections shall survive such cancellation or termination: Sections 5, 6, 7, 8, 9, 10, 11 and 12.

12. ENTIRE AGREEMENT/NO AMENDMENT.

These Ts&Cs and the Terms of Service constitute the entire agreement and understanding of the parties with respect to the subject matter of this agreement and supersede all prior understandings and agreements, whether written or oral, among the parties with respect to such subject matter. No amendment to any provision of these Ts&Cs shall be effective unless you and the Company entered into a specific written agreement to amend such provision.