Terms of Service

Last Updated: May 30, 2026

Welcome to Plan of Day ("POD"). These Terms of Service ("Terms") govern your use of the Plan of Day website and services operated by Wind Load Solutions LLC, doing business as Plan of Day ("we", "us", "our", "POD", or the "Company").

IMPORTANT: By accessing or using our Services, you agree to be bound by these Terms, including the Data Usage and Service Improvement provisions in Section 6. If you disagree with any part of these Terms, you may not access the Services.

1. Description of Service

Plan of Day is an AI-powered platform that transforms field data into executive-ready dashboards and analytics. Users can submit daily field reports, and our system generates professional dashboards, trend analyses, and actionable insights.

The Service includes, but is not limited to: field report processing, AI-powered dashboard generation, analytics and trend analysis, photo and data integration, real-time project visibility, and related features as may be offered from time to time.

2. Account Registration and Electronic Acceptance

2.1 Account Requirements

• You must provide accurate and complete information when creating an account
• You are responsible for maintaining the security of your account credentials
• You must notify us immediately of any unauthorized access to your account
• You must be at least 18 years old to use our Services
• You are responsible for all activities that occur under your account
• One person or entity may not maintain multiple free accounts

2.2 Electronic Acceptance and E-SIGN Consent

By creating an account, clicking "I agree" (or equivalent) on a checkout or signup page, paying a subscription fee, or otherwise using the Services, you affirmatively accept these Terms and consent to receive these Terms, the Privacy Policy, billing invoices, renewal notices, dispute communications, and all other notices and disclosures from POD in electronic form, in lieu of paper, in compliance with the federal Electronic Signatures in Global and National Commerce Act ("E-SIGN Act", 15 U.S.C. §§7001 et seq.) and analogous state law.

Hardware and software requirements. To access electronic records you will need: a current web browser (Chrome, Safari, Firefox, or Edge — last two major versions), a device capable of viewing PDF and HTML documents, an active email address, and an internet connection. POD may update these requirements with notice; if updated requirements would materially limit your access to electronic records, you have the right to withdraw consent under the next paragraph.

Right to withdraw E-SIGN consent. You may withdraw your consent to receive records electronically by emailing legal@planofday.comwith the subject line "E-SIGN Withdrawal." Withdrawal applies prospectively only. Because the Services are delivered entirely electronically, withdrawing E-SIGN consent will require you to terminate your subscription; POD will provide a paper copy of your then-current Terms and any required regulatory disclosures upon written request to legal@planofday.com at no additional charge.

3. Subscriptions and Payment

3.1 Billing

Paid subscriptions are billed in advance on a monthly or annual basis. All payments are processed securely through Stripe. You authorize us to charge your payment method on a recurring basis until you cancel.

3.2 Cancellation

You may cancel your subscription at any time. Upon cancellation, you will retain access until the end of your current billing period.

3.3 Refund Policy

We offer a 30-day money-back guarantee for new subscriptions. If you are not satisfied with the Services within the first 30 days of your initial subscription, you may request a full refund by contacting us at support@planofday.com. After the 30-day period, we do not provide refunds for partial months or unused portions of your subscription. Refunds are processed to the original payment method within 5-10 business days. The 30-day guarantee applies to your initial subscription only and is not available on renewals, plan changes, or repeat subscriptions to the same account.

If we experience a service disruption that materially affects your ability to use the Services for a continuous period exceeding 72 hours, you may be eligible for a pro-rated credit at our discretion.

3.4 Price Changes

We may change subscription prices with 30 days' notice. Price changes will apply to subsequent billing cycles.

3.5 Taxes; No Setoff or Withholding

Prices do not include applicable taxes. You are responsible for all taxes, levies, duties, or similar charges imposed by taxing authorities (other than taxes on POD's net income), including any sales, use, value-added, goods-and-services, withholding, or excise taxes.

All amounts payable to POD shall be paid without setoff, counterclaim, withholding, or deduction. If applicable law requires you to withhold any amount from a payment to POD, you shall gross up the payment so that POD receives the full invoiced amount net of any withholding. You shall promptly provide POD with official tax receipts or other documentation sufficient to establish payment of withheld amounts.

3.6 Invoice and Purchase Order Payment Terms

For customers who pay by invoice, ACH, wire transfer, or purchase order rather than credit card:

• Payment terms: Net thirty (30) days from invoice date, unless a different term is specified on the POD-issued invoice. Customer purchase order payment terms (e.g., "Net 60", "Net 90") do not apply unless POD's Authorized Signatory has expressly accepted them in writing per Section 16.
• Late fees: Past-due amounts accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the original invoice date.
• Suspension: POD may suspend the Services without further notice if any invoice remains unpaid more than fifteen (15) days past due. Suspension does not relieve you of payment obligations.
• Termination for non-payment: POD may terminate the subscription if any invoice remains unpaid more than thirty (30) days past due. Accrued fees through the termination date remain due.
• Collection costs: If POD must engage a collection agency, attorney, or pursue litigation or arbitration to recover unpaid amounts, you shall pay POD's reasonable collection, attorneys', and court costs in addition to the unpaid principal and accrued late fees.
• Annual prepay required for invoice billing: POD may require annual prepayment as a condition of accepting invoice or purchase-order billing. Monthly invoice billing is offered at POD's discretion and may be revoked at any time.

3.7 ACH and Wire Payment Reversals

If a payment made by ACH, wire transfer, or other bank transfer is returned, reversed, charged back, or otherwise unwound — including, without limitation, NACHA return, bank error, insufficient funds, fraud claim, or unauthorized-debit assertion — the original invoice becomes immediately due and payable by alternate means, and POD may suspend the Services pending receipt of cleared funds. POD may recover any bank fees, return charges, and reversal-related costs.

Consumer dispute rights preserved. Nothing in this Section limits or shortens the dispute or unauthorized-debit rights you have under NACHA Operating Rules, Regulation E (12 CFR Part 1005), or other applicable banking law, including the sixty (60) day window for unauthorized consumer ACH debits. Business Customers(Section 3.9): you agree to raise any dispute regarding an ACH or wire payment within thirty (30) days of the payment date; after that period, the payment is deemed accepted as between you and POD for purposes of this contract — without prejudice to any rights you retain under NACHA, Reg E, or your bank's rules.

3.8 Resolving Billing Disputes

POD wants to resolve every billing question quickly and fairly. If you have a question or dispute about any charge, we request that you contact POD first at billing@planofday.com so POD can investigate and offer a refund, credit, or correction. POD will respond within seven (7) business days. Most disputes are resolved without further action.

Your card-network and bank rights are not limited by this Section.Nothing in these Terms restricts, waives, or shortens any dispute, chargeback, or unauthorized-charge rights you have under your card network's rules (Visa, Mastercard, American Express, Discover), Regulation Z (12 CFR Part 1026), Regulation E, or NACHA Operating Rules. POD does, however, reserve the right to recover from you any chargeback that is later determined to be invalid or made without good-faith effort to first contact POD, together with reasonable processing fees imposed on POD by its payment processor — only to the extent permitted by applicable law and your card network's rules.

3.9 Business Customers

If you are using the Services on behalf of a business, organization, or other legal entity (a "Business Customer"), you represent and warrant that: (a) you are authorized to bind that entity to these Terms; (b) the entity — not you personally — is the contracting party; and (c) the Services are being acquired for business, commercial, or professional purposes and not for personal, family, or household purposes. The parties acknowledge that consumer-protection statutes designed to protect natural persons in personal, family, or household transactions may, by their own terms, not apply to commercial transactions of this kind. Nothing in this Section waives, limits, or attempts to waive any consumer-protection or unfair-and-deceptive-practices right that applies by its own terms regardless of contractual language, including (without limitation) Massachusetts General Laws Chapter 93A, the California Consumers Legal Remedies Act, New York General Business Law §§349-350, or the equivalent laws of any other US state or Canadian province where you reside or transact.

3.10 Usage Allowances and Fair Use

Each paid plan includes a monthly allowance of AI-powered processing — including file ingestion, document parsing and analysis, dashboard and report generation, and Ask POD questions — sized to support normal, good-faith use of the Services for the plan's included seats. POD meters AI usage on a per-billing-period basis, and the allowance resets at the start of each billing period.

If you reach your allowance.If your AI usage in a billing period reaches your plan's allowance, POD may pause AI-poweredprocessing for the remainder of that period. You may restore AI processing immediately by purchasing additional usage ("Usage Top-Ups"), where available, or by upgrading your plan; otherwise AI processing resumes automatically at the start of your next billing period. Reaching the allowance does not suspend your account or your access to previously generated dashboards, reports, and data, which remain available to view and export.

Bring Your Own Claude (BYOC). If your organization connects its own AI-provider key, AI processing is billed by you directly to that provider and is not subject to the POD usage allowance described in this Section.

Enterprise and custom plans. Allowances, metering, and overage terms for Enterprise or custom plans are governed by the applicable order form or master agreement. POD may adjust plan allowance levels on a prospective basis; any change that materially reduces your allowance is subject to the notice and re-acceptance provisions of Section 17 (Changes to Terms), and POD may, in its discretion, continue prior allowance levels for existing subscribers.

4. Acceptable Use

You agree NOT to use our Services to:

• Upload malicious files, viruses, or harmful content
• Violate any applicable laws, regulations, or third-party rights
• Infringe on intellectual property rights of others
• Attempt to reverse engineer, decompile, or exploit our systems
• Share account credentials with unauthorized users
• Upload sensitive personal data of third parties without proper consent and legal basis
• Use automated scripts, bots, or scrapers to access the service excessively
• Interfere with or disrupt the integrity or performance of the Services
• Attempt to gain unauthorized access to any systems or networks
• Use the Services for any illegal, fraudulent, or harmful purpose

5. Intellectual Property

5.1 Our Property

Plan of Day, including its design, features, software, algorithms, templates, documentation, and all content created by us, is owned by Wind Load Solutions LLC (DBA Plan of Day) and protected by copyright, trademark, patent, and other intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of our Services without express written permission.

5.2 Your Content

You retain full ownership of the original data you upload ("Your Content") and the specific dashboards and reports generated for your account ("Your Output"). We do not claim ownership of Your Content or Your Output.

5.3 License Grant to POD

By using our Services, you grant Plan of Day a worldwide, non-exclusive, royalty-free, sublicensable license to use, process, store, and analyze Your Content and Your Output solely for the purposes described in Section 6 (Data Usage and Service Improvement). This license continues even after you terminate your account, but only for data that has already been processed and anonymized as described in Section 6.

6. Data Usage and Service Improvement

6.1 Our Commitment to You

We are committed to protecting the confidentiality of your business data. We will NEVER:

• Share your identifiable business data with other customers
• Sell your data to third parties for marketing or advertising purposes
• Publicly disclose your company name, project details, or strategic information
• Allow other users to see or access your dashboards, reports, or account information
• Use your data for any purpose unrelated to operating and improving the Plan of Day Services

6.2 What We Collect and Analyze

To continuously improve our Services and provide you with a better experience, we collect and analyze the following categories of information:

A. Usage Analytics (Fully Anonymized)

• Which features are used most frequently
• Time spent on different parts of the application
• Click patterns and navigation flows
• Error rates and failure points
• Performance metrics (load times, processing times)
• Device types, browsers, and operating systems

B. Service Quality Metrics (Aggregated)

• Number and types of reports generated
• Dashboard and visualization types requested
• Industry and project type selections
• KPI categories used
• Report regeneration rates
• Export and sharing patterns

C. Data Structure Patterns (Anonymized)

• Field names and data types in submitted reports (e.g., "Hours Worked", "Weather", "Progress")
• Report formats and structures
• Common data schemas and patterns
• File sizes and complexity

D. Quality Improvement Data (Internal Use Only)

• Generated dashboard outputs (for quality review and debugging)
• User feedback and satisfaction signals
• AI model performance metrics
• Validation and error patterns

6.3 How We Use This Data

We use the data described above for the following purposes:

• Service Delivery: Processing your reports and generating your dashboards
• Quality Assurance: Reviewing outputs to identify and fix bugs, errors, and quality issues
• Product Improvement: Understanding usage patterns to prioritize new features and improvements
• Service Improvement: Using anonymized data structures and patterns (NOT your actual business values) to improve POD's mapping algorithms, knowledge cache, KPI selection logic, and prompt configurations. POD does not train its own AI foundation models.
• Performance Optimization: Identifying and resolving performance bottlenecks
• Dashboard Enhancement: Improving dashboards based on what works best across users
• Industry Insights: Understanding common needs by industry to provide better defaults
• Support and Debugging: Diagnosing and resolving issues reported by users

6.4 Internal Access and Review

You acknowledge and agree that Plan of Day employees, contractors, and authorized agents may access Your Content and Your Output for the following legitimate business purposes:

• Technical Support: To assist you with issues or questions about your account or outputs
• Quality Review: To evaluate the quality of generated dashboards and identify improvements
• Debugging: To investigate and resolve technical issues, errors, or unexpected behavior
• Security: To detect, prevent, and respond to fraud, abuse, or security threats
• Compliance: To ensure compliance with these Terms and applicable laws
• Product Development: To understand user needs and improve the Services

All employees and contractors with access to user data are bound by confidentiality obligations and are trained on data protection requirements. Access is limited to those with a legitimate business need.

6.5 Anonymization and Aggregation

When we use data for purposes beyond serving your individual account (such as AI training, analytics, or product improvement), we apply the following safeguards:

• Anonymization: Removal of company names, individual names, and other direct identifiers
• Aggregation: Combining data from many users so individual patterns cannot be identified
• Generalization: Converting specific values to ranges or categories
• Statistical Analysis: Using aggregate statistics rather than individual data points

6.6 AI Processing and Service Improvement

Our Services use third-party artificial intelligence providers (currently Anthropic Claude) for document parsing, analytics generation, voice structuring, and similar processing tasks. You understand and agree that:

• Your uploads and interactions may be sent to our third-party AI processing providers solely to generate the outputs you request (dashboards, insights, transcriptions). Customers who connect their own Anthropic API key (BYOC) cause processing to bill to their own Anthropic account directly.
• POD does NOT train, fine-tune, or distill its own AI foundation models on your content or on provider outputs.
• POD uses anonymized usage patterns, data structures, and metadata to improve POD's own mapping algorithms, knowledge cache, KPI selection logic, and prompt configurations — not to train AI models.
• We do NOT share your data with our AI providers for their training purposes. Our AI provider integrations are configured to use customer data for inference only.
• Improvements POD makes to its own algorithms using aggregated user data benefit all users of the Service.
• You will not be individually identified in any aggregated improvement signal.

6.7 Derived Insights and Learnings

We retain the right to create and use "Derived Insights" - general knowledge, patterns, and learnings obtained from processing user data that do not identify any individual user or company. Examples include:

• Understanding that construction project managers commonly track specific KPIs
• Learning that certain visualization types work better for certain data patterns
• Discovering that users in certain industries prefer specific dashboard layouts
• Identifying common data structures in field reporting

These Derived Insights become part of Plan of Day's intellectual property and may be used to improve the Services, develop new features, and benefit all users. Derived Insights do not contain any information that could reasonably be used to identify you or your organization.

6.8 Data Isolation

Your data is logically isolated from other users' data. We maintain strict access controls to ensure that:

• Other users cannot access your reports, dashboards, or account data
• Your specific business information is never exposed through our Services to other users
• Aggregated analytics and improvements do not reveal individual user data
• Internal access is logged and auditable

6.9 Your Acknowledgment

BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS SECTION 6 AND YOU EXPRESSLY CONSENT TO THE DATA COLLECTION, PROCESSING, AND USE PRACTICES DESCRIBED HEREIN. YOU UNDERSTAND THAT THESE PRACTICES ARE ESSENTIAL TO OPERATING AND IMPROVING THE SERVICES AND THAT WITHOUT THEM, WE WOULD NOT BE ABLE TO PROVIDE THE SERVICES OR CONTINUE TO ENHANCE THEM FOR ALL USERS.

7. AI-Generated Content

Dashboards and analytics generated by Plan of Day are created using AI technology. You understand and agree that:

• AI-generated content may contain errors, inaccuracies, or omissions
• You are solely responsible for reviewing and verifying all generated content before use
• We do not guarantee the accuracy, completeness, or suitability of AI-generated dashboards for any purpose
• You should not rely on AI-generated content for critical business decisions without independent verification
• The quality of outputs depends in part on the quality and completeness of your inputs

8. Confidentiality

8.1 Your Confidential Information

We recognize that data you upload may contain confidential business information. Subject to the rights granted in these Terms (including Section 6), we will treat Your Content as confidential and will not disclose it to third parties except as required to provide the Services, as permitted by these Terms, or as required by law.

8.2 Exceptions

Information will not be considered confidential if it: (a) is or becomes publicly available through no fault of ours; (b) was rightfully in our possession before you provided it; (c) is rightfully obtained from a third party without confidentiality obligations; or (d) is independently developed by us without use of your information.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

PLAN OF DAY AND WIND LOAD SOLUTIONS LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUES, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your use or inability to use the Services
• Any errors, inaccuracies, or omissions in AI-generated content
• Unauthorized access to or alteration of your data or transmissions
• Any third-party conduct or content on the Services
• Any other matter relating to the Services

IN NO EVENT SHALL POD'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS, IN THE AGGREGATE AND ACROSS ALL THEORIES OF LIABILITY, EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID POD IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM, OR (B) TWO HUNDRED FIFTY DOLLARS ($250.00) USD.

Business Customer cap. If you are a Business Customer (Section 3.9) paying by invoice, ACH, wire, or purchase order, the cap above is replaced with the GREATER of: (A) the amount you paid POD in the twelve (12) months immediately preceding the event, or (B) ONE THOUSAND DOLLARS ($1,000.00) USD. Business Customers who require a higher cap must negotiate a custom Enterprise Addendum at custom pricing per Section 16.

Carve-outs (the cap and exclusions in this Section do NOT apply to):

• POD's fraud, fraudulent misrepresentation, or willful misconduct
• POD's gross negligence
• POD's indemnification obligations under Section 11
• POD's breach of confidentiality obligations under Section 8
• Liability that cannot be limited or excluded under applicable law, including (without limitation) liability for fraud or willful injury under California Civil Code §1668, non-waivable consumer-protection rights under Massachusetts G.L. c. 93A, the California Consumers Legal Remedies Act, New York GBL §§349-350, and equivalent statutes
• Your obligation to pay fees owed to POD under these Terms

Basis of the bargain.The exclusions and limitations in Sections 9 and 10 are a fundamental basis of the commercial bargain between you and POD. POD's pricing reflects the allocation of risk in these Sections. The exclusions and limitations apply even if a remedy fails of its essential purpose, and even if POD has been advised of the possibility of such damages. Some jurisdictions do not allow certain limitations; in those jurisdictions, our liability is limited to the maximum extent permitted by applicable law.

10. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION PROVIDED THROUGH THE SERVICES.

11. Indemnification

You agree to indemnify, defend, and hold harmless Plan of Day, Wind Load Solutions LLC (DBA Plan of Day), and our officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any third-party rights; or (d) Your Content.

12. Service Availability

We strive to maintain high availability but do not guarantee uninterrupted access. We may modify, suspend, or discontinue any aspect of the Services at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

13. Termination

13.1 Termination by You

You may terminate your account at any time by contacting us or using the account settings. Upon termination, your right to use the Services will immediately cease.

13.2 Termination by Us

POD may terminate or suspend your account on the following bases:

• For non-payment: POD may suspend after 15 days past due and terminate after 30 days past due, per Section 3.6. POD will use commercially reasonable efforts to provide notice to your billing email of record before suspension or termination for non-payment.
• For material breach: POD may terminate or suspend after providing notice and a reasonable opportunity to cure (typically 7 days for curable breaches), except that breaches of Section 5 (Acceptable Use), Section 6 (IP misuse), Section 8 (Confidentiality), or applicable law are non-curable and may result in immediate termination.
• For safety, security, or legal compliance: POD may suspend or terminate immediately, without prior notice, if POD reasonably believes the conduct presents a risk of harm to other users, to POD, to third parties, or violates applicable law (including export control, sanctions, fraud, or unauthorized access). POD will provide notice as soon as reasonably practicable after the action.
• For convenience:POD may terminate any free or trial account, or any beta program, for convenience with fourteen (14) days' notice. Paid subscriptions cannot be terminated by POD for convenience during a paid period; if POD ceases to offer the Services entirely, POD will provide pro-rata refund of unused prepaid fees.

13.3 Effect of Termination

Upon termination: (a) all licenses granted to you will terminate; (b) you must cease all use of the Services; (c) we may delete your account data, though we may retain anonymized and aggregated data as described in Section 6; (d) Sections 3.5, 3.6, 3.7, 3.8, 3.9, 5, 6, 8, 9, 10, 11, 14, 15, and 16 will survive termination; (e) any accrued but unpaid fees, late fees, collection costs, or chargeback recovery amounts remain due and payable.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Wind Load Solutions LLC (DBA Plan of Day) is a Massachusetts limited liability company; the parties select Delaware law for its well-developed body of commercial and contract jurisprudence.

Non-waivable rights preserved. Notwithstanding the choice of Delaware law, nothing in these Terms waives or limits any non-waivable consumer-protection, unfair-and-deceptive-practices, public-injunctive-relief, or statutory-damages right that applies to you under the law of your state, province, or country of residence — including (without limitation) Massachusetts G.L. c. 93A, the California Consumers Legal Remedies Act, California Civil Code §1668, the California Unfair Competition Law and the rule of McGill v. Citibank, N.A., New York GBL §§349-350 and §527-a, the Quebec Consumer Protection Act and Law 25, the Canadian Personal Information Protection and Electronic Documents Act (PIPEDA), or analogous laws of any other US state or Canadian province where you reside.

14.2 Binding Arbitration

Except for the carve-outs below, any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules — except that for claims by individual consumers or by Business Customers with claim amounts under $25,000, the AAA Consumer Arbitration Rules apply. The seat of arbitration is Wilmington, Delaware; the arbitrator's award is final and binding and may be entered in any court of competent jurisdiction.

Hearing location for consumers and small claims.For any claim by an individual or with an amount in controversy under $25,000, hearings shall be conducted by phone, video, or written submissions at the claimant's election. If an in-person hearing is requested by the claimant, it shall occur in the claimant's county of residence (or another mutually agreed location) under AAA Rule R-11; the seat-of-arbitration designation does not require the claimant to travel to Delaware.

Arbitration fees.POD shall pay all AAA filing, administrative, and arbitrator fees that exceed what the claimant would have paid to file the same claim in a court of competent jurisdiction in the claimant's home state. POD will not seek reimbursement of these fees from the claimant unless the arbitrator determines the claim was filed for an improper purpose under Federal Rule of Civil Procedure 11(b) or analogous rule. Each party otherwise bears its own attorneys' fees, except as required by applicable fee-shifting statute (and POD waives any one-way fee-shifting against consumers under such statutes).

Small-claims carve-out. Either party may bring an individual claim in a small-claims court of competent jurisdiction in lieu of arbitration, so long as the claim qualifies for and remains in small-claims court.

Equitable-relief carve-out. Either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property, trade secrets, or confidential information, without first proceeding to arbitration. The exclusive forum for such equitable relief by POD is the state or federal courts located in New Castle County, Delaware; for users who validly opt out of arbitration under Section 14.2 (30-day opt-out), or in any case where arbitration is found inapplicable, the exclusive forum is also the state or federal courts located in New Castle County, Delaware, except where applicable law guarantees you a forum in your state of residence.

30-day arbitration opt-out. You may opt out of this arbitration agreement by sending written notice to legal@planofday.com with the subject line "Arbitration Opt-Out" within thirty (30) days of first accepting these Terms. Your notice must include your full name, email of record, and a clear statement that you are opting out of arbitration. Opting out does not affect any other provision of these Terms; disputes will instead be resolved in the courts of Delaware.

14.3 Class Action Waiver

YOU AND POD EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE ACTION. You waive any right to participate in a class action lawsuit, mass arbitration, or class-wide arbitration. The arbitrator may not consolidate more than one person's claims, preside over any form of representative or class proceeding, or award class-wide relief.

Non-severability. The class action waiver in this Section 14.3 is non-severable from the arbitration agreement in Section 14.2. If a court of competent jurisdiction finds the class action waiver unenforceable as to a particular claim, that particular claim — and only that claim — shall proceed in court rather than in arbitration; the rest of this Section 14 (including arbitration and individual-claim resolution for all other claims) remains in full force and effect.

California public-injunctive relief. For California users, nothing in this Section 14.3 or Section 14.2 waives the right to seek public injunctive relief in a court of competent jurisdiction under McGill v. Citibank, N.A., 2 Cal. 5th 945 (2017). Such public-injunctive claims, if any, are stayed pending resolution of arbitrable individual claims and may proceed in California state or federal court following the arbitration.

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Plan of Day regarding the Services and supersede all prior agreements.

15.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

15.3 Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

15.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

15.5 Force Majeure

Neither party shall be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics or pandemics, power outages, internet or telecommunications failures, cyberattacks, or strikes. The affected party shall promptly notify the other party and use reasonable efforts to mitigate the impact.

16. Procurement, Master Service Agreements, and Vendor Terms

16.1 Order of Precedence; Rejection of Conflicting Terms

These Terms are POD's offer. Your clickwrap acceptance, payment of subscription fees, or use of the Services is your acceptance of POD's offer on POD's terms. Any different or additional terms you propose — whether via Master Services Agreement, purchase order, vendor portal, supplier code of conduct, or otherwise — constitute a counter-offer which POD expressly rejectsand which has no effect on the agreement between the parties. POD's continued provision of the Services after receiving your counter-offer does not constitute acceptance of any term in that counter-offer; it is a good-faith operational accommodation consistent with these Terms.

These Terms are the exclusive agreement between you and POD for use of the Services.No other document — from you or from anyone — modifies, supersedes, adds to, or replaces these Terms unless it is signed in physical writing (or via verified electronic signature) by POD's Authorized Signatory (Section 16.5) and expressly states that it modifies these specific Terms.

This applies in particular, and without limitation, to:

• Purchase orders, purchase-order acknowledgments, and order confirmations
• Vendor-onboarding forms, supplier questionnaires, and supplier codes of conduct
• Master Services Agreements, Master Subscription Agreements, Enterprise Agreements, or similar "MSA"-style instruments
• Terms and Conditions, Standard Terms, or General Terms of Purchase attached to or referenced in any customer document
• Information Security Policies, Data Protection Addenda, Data Processing Agreements, or Business Associate Agreements
• Non-Disclosure Agreements or Mutual Confidentiality Agreements
• Insurance certificate requirements, bonding requirements, or financial-responsibility attestations
• Supplier codes of ethics, sustainability requirements, or ESG attestations
• Any "click-through," "wrap," or portal-presented agreement within your vendor-management system
• Any document labeled "standard," "boilerplate," "incorporated by reference," or "attached hereto"

Any such document, regardless of label, is rejected as to any term that would modify these Terms, and is treated as a non-binding policy expression of your organization that POD may consider but is not obligated to follow.

Purchase orders are pricing and service-level instruments only. Any pre-printed, attached, linked, hyperlinked, embedded, or boilerplate terms in a purchase order — including but not limited to indemnification, warranty modification, liability-cap modification, data-ownership modification, governing-law modification, forum modification, acceptance-criteria modification, payment-term modification beyond pricing and cadence, or any other substantive contractual provision — are expressly rejected and form no part of any agreement between you and POD.

If payment of your purchase order is conditioned on POD accepting terms beyond these Terms, POD may at its option:

• (a) accept the purchase order as a payment and service-level instrument only, with all other provisions expressly rejected, and proceed with the Services under these Terms;
• (b) refuse the transaction and cancel or refuse to activate the subscription, in which case no charges are owed and no Services are provided; or
• (c) negotiate a custom agreement at custom pricing reflecting the additional legal, operational, and compliance costs of the additional obligations (see Section 16.3).

Standard pricing reflects standard terms.POD's published subscription pricing is offered in consideration of these Terms as drafted. Any modification to these Terms requires renegotiation, including of price.

UCC §2-207 acknowledgment.The Services are not goods, and Article 2 of the Uniform Commercial Code does not apply to this Agreement. To the extent any court applies UCC §2-207 (battle of forms) by analogy, the parties intend these Terms to be the controlling writing, any conflicting term in any customer document is knocked out under §2-207(3), and gap-fillers shall be supplied by these Terms rather than by UCC defaults. POD's continued provision of the Services after receipt of any customer counter-offer is a good-faith operational accommodation under these Terms and not conduct constituting acceptance under §2-207(3) or any analogous principle.

16.2 Vendor-Management Platforms

If you require POD to register on, log in to, or interact with any vendor-management platform, procurement portal, supplier-onboarding system, or equivalent (including but not limited to Ariba, Coupa, SAP Fieldglass, Oracle iSupplier, Workday, Jaggaer, GEP SMART, Zycus, Ivalua, Procurify, Bonfire, or any successor or equivalent system):

• POD's registration and interaction is solely for the purpose of receiving payment, exchanging invoices and remittance information, communicating about the Services, and satisfying legitimate vendor-management operational needs.
• POD's acceptance of the platform's standard terms (if any) does NOT modify these Terms, does NOT waive POD's contractual rights, and does NOT constitute agreement to any substantive contractual provision beyond those strictly necessary to operate the payment or communication function of the platform.
• If the platform requires POD to affirmatively accept or click through terms that conflict with these Terms, POD's acceptance is made under express reservation of rights and without prejudice to these Terms' primacy.
• Your requirement that POD use a specific vendor platform does not modify these Terms.

16.3 Customer MSAs, DPAs, and Similar Documents Require Authorized-Signatory Acceptance

POD is a standardized software service offered at standardized pricing under these standardized Terms. Your organization's Master Services Agreement, Supplier Code of Conduct, Information Security Policy, Data Protection Addendum, Business Associate Agreement, or any equivalent document (each, a "Customer Contract Document") is NOT binding on POD merely because you provide it to POD, require POD to acknowledge it, attach it to a purchase order, reference it in correspondence, or embed it in a portal.

A Customer Contract Document is binding on POD only if ALL THREE of the following are true:

• (i)POD's Authorized Signatory (Section 16.5) has signed it in physical writing or via verified electronic signature (DocuSign, Adobe Sign, or equivalent that POD has independently authorized);
• (ii) the signed document expressly identifies these POD Terms by name and version, and states in specific terms which provisions of these Terms it modifies; and
• (iii) POD has received separately negotiated consideration — typically in the form of custom pricing — that reflects any increased cost, liability, or obligation POD has assumed.

Absent any of these three, the Customer Contract Document is a non-binding policy expression by your organization. POD may reference it for informational purposes, but POD is not contractually obligated to follow it, and its provisions do not override these Terms.

No Oral or Email Modifications.No POD employee, contractor, or agent — other than the Authorized Signatory — has actual or apparent authority to modify these Terms by email, chat, phone, or oral communication. An email from a POD support representative saying "we accept your MSA" does not modify these Terms.

16.4 Authority of POD Personnel

POD employees, contractors, and agents do NOT have actual or apparent authority to bind POD to customer contractual terms, except for:

• The Authorized Signatory (Section 16.5) executing POD's own contracts in writing
• Support, billing, or operational communications within the scope of providing the Services under these Terms
• Administrative acknowledgments of receipt of documents (which acknowledge receipt, not agreement)

If your vendor-onboarding process, customer portal, procurement system, or vendor-management platform presents contractual terms to POD and solicits assent from any POD person other than the Authorized Signatory, such assent is NOT binding on POD, is made under reservation of rights, and does not waive POD's contractual primacy under these Terms.

16.5 Authorized Signatory

POD's exclusive Authorized Signatory for modifications to these Terms, execution of supplementary agreements, acceptance of customer Master Services Agreements or similar documents, and assumption of obligations beyond these Terms is:

Gregory Kochmann, Owner, Wind Load Solutions LLC (DBA Plan of Day) — legal@planofday.com

No other person — employee, contractor, agent, affiliate, or representative — has actual or apparent authority to execute contractual commitments on POD's behalf. Signatures, clicks, or attestations obtained from any other POD person are not binding on POD regardless of how presented, regardless of the title or role the person holds, and regardless of any organizational chart or authority representation you may rely on. If you require contractual agreement beyond these Terms, you must request written confirmation from the Authorized Signatory at the address above. Absent such written confirmation, no binding modification has occurred.

16.6 Internal Procurement Disputes

You represent and warrant that you have authority to accept these Terms on behalf of any person or entity that will use the Services under your account. You are responsible for ensuring that your organization's internal teams — procurement, legal, IT, security, compliance, finance — understand and accept that POD's Terms govern. If your internal procurement or legal process requires POD to accept different terms as a condition of processing payment, that is an internal operational matter for you to resolve within your organization; it is not a legal obligation on POD and does not modify these Terms.

Payment-dispute accommodation. If your internal procurement process delays payment of subscription fees for more than thirty (30) days past invoice date pending internal MSA, terms, or vendor-onboarding review:

• POD may suspend the Services without breaching these Terms, effective seven (7) days after notice to your billing email of record
• POD may terminate the subscription without breach, effective thirty (30) days after notice, with no obligation to continue providing the Services during the dispute
• You remain liable for accrued fees through the date of termination
• POD's agreement to reactivate Services after an internal-procurement delay does not constitute acceptance of any modified terms arising from the delay

Industry parallel.This "Our Software, Our Terms" posture is the standard practice of Stripe, Twilio, SendGrid, AWS, OpenAI, Anthropic, and other self-service-first SaaS providers. POD's posture is consistent with industry practice for standardized software services.

17. Changes to Terms

POD may modify these Terms from time to time. POD will notify users of material changes at least thirty (30) days before the changes take effect by (a) email to your billing email of record and (b) a prominent notice on planofday.com. Non-material changes (e.g., clarifications, typo fixes, contact-information updates) may take effect immediately upon posting.

Material changes require affirmative re-acceptance. A material change is any change that increases your obligations, reduces your rights, modifies dispute-resolution provisions, or modifies fees. Material changes apply to your account only after you affirmatively accept them (by continuing to use the Services after the 30-day notice period and at least one subsequent log-in following the prominent in-app notice). If you do not agree to a material change, you may cancel before the effective date and receive a pro-rata refund of any prepaid fees covering the period after the effective date.

No retroactive application to disputes already arising. Material changes do not apply retroactively to disputes, claims, or causes of action that arose before the effective date of the change. The version of these Terms in effect at the time the dispute arose governs that dispute.

18. Contact