Terms of Use

1. Who we are and what these Terms cover

This website at theplanlabs.com, together with its subdomains and any page we publish on it (the “Website”), is published by THE PLAN Labs [REGISTERED ENTITY NAME & ADDRESS — TBC] (“THE PLAN Labs,” “we,” “us,” “our”).

These Terms of Use (“Terms”), together with our Privacy Policy and the Important Information page, form a binding agreement between you and THE PLAN Labs (the “Agreement”) governing your access to and use of the Website. Our Privacy Policy and Important Information page are incorporated into these Terms by reference.

By accessing, browsing or using the Website, or by submitting any form on it, you confirm that you have read and understood these Terms and agree to be bound by them. If you do not agree to these Terms in their entirety, you are not authorised to use the Website.

The Website is an informational website. We do not take orders or payment on it, and we do not operate user accounts on it. Where the Website describes THE PLAN educational courses it is advertising products sold by another company, BridgeGap Marketing, Inc.; following one of those links takes you to a website operated by that company, and any purchase you make is made with it and under its terms, not ours. See Section 8.

Separate entities

THE PLAN is delivered through a multi-entity structure in which governance, token issuance, software development and education sit in different companies:

• THE PLAN Protocol is intended to be governed by a Cayman Islands foundation.
• THEPLAN token is issued by The Plan Capital Group Ltd., a British Virgin Islands company, which is the sole issuer under any applicable SAFT.
• THE PLAN Labs develops software.
• THE PLAN educational courses are published and sold by BridgeGap Marketing, Inc.

These are separate legal entities. Nothing on the Website makes any one of them responsible for the obligations, statements or conduct of another.

2. Eligibility and permitted jurisdictions

The Website is intended for adults. By using it you confirm that you are at least 18 years old, or the age of majority in your jurisdiction if that is greater, and that you have the legal capacity to enter into this Agreement.

The Website is operated from the jurisdictions in which we and our service providers are located. We make no representation that the Website, or any material on it, is appropriate or available for use in any particular location. You are responsible for complying with the laws of your own jurisdiction, and you must not access or use the Website where doing so would be unlawful.

3. The Website is informational — no advice

All material on the Website is published for general information only.

We are not an investment adviser, broker-dealer, bank, exchange, custodian, law firm or tax adviser, and nothing on the Website is investment, financial, legal, tax or accounting advice. No content on the Website constitutes a recommendation that any particular digital asset, security, portfolio, transaction or strategy is suitable for any specific person. Any content that could be read as advice is impersonal and is not tailored to anyone’s circumstances, objectives or financial situation.

Neither we nor any of our personnel or affiliates will advise you personally on the nature, potential, value or suitability of any investment or strategy, and you should not contact us seeking personalised advice, which we cannot provide. Before acting on anything you read here, consult a qualified professional who is licensed to advise you in your jurisdiction.

Views expressed on the Website are the authors’ own opinions and may change without notice. Where we refer to material we published previously, that material may be selective, partial or out of date, and should not be relied on as current.

4. No offer of securities; the proposed SAFT offering

Nothing on the Website is an offer to sell, or a solicitation of an offer to buy, any security, and no such offer or solicitation is made in any jurisdiction in which it would be unlawful.

Any offering of a Simple Agreement for Future Tokens (“SAFT”) relating to THEPLAN token is made solely by The Plan Capital Group Ltd. as issuer, solely to investors who are “accredited investors” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933 and whose status has been verified in accordance with Rule 506(c), and solely by means of offering documents delivered by the issuer. No offer to buy can be accepted, and no part of any purchase price can be received, until an offering document has been delivered to you and only through the means described in that document.

If you register interest through the Website, or through any interest form we link to, you are giving an indication of interest only. An indication of interest involves no obligation or commitment of any kind. It does not create any right to acquire a SAFT, a token or any other instrument; it does not oblige the issuer or us to accept it or to contact you; and it may be declined for any reason or none.

No money or other consideration is solicited through the Website, and if sent in response it will not be accepted.

The full securities notice that applies to all offering-related material on this Website appears in the footer of this page and on the Important Information page.

5. THE PLAN Protocol and THEPLAN token are in development

THE PLAN Protocol, THEPLAN token and the related software are being built. Descriptions of them on the Website describe planned or intended functionality, not functionality that exists today.

Plans, designs, features, parameters, structures and timelines described on the Website are subject to change, and may change materially or be abandoned. Nothing on the Website is a promise, guarantee or commitment that any feature, token, product, service, jurisdiction, listing or timeline will be delivered, or delivered as described. We may modify, suspend or discontinue any part of the Website, or of what it describes, at any time and without notice or liability.

6. Forward-looking statements

The Website may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or future performance and involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied. You should not place undue reliance on forward-looking statements. We do not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

7. Risk

Digital assets and the trading of them involve a high degree of risk.

• Digital assets are volatile, speculative and may be illiquid. Their value can fall as well as rise, and can fall to zero.
• You should be prepared to bear the loss of your entire investment.
• Past performance, backtests, simulations and historical data are not indications of future results.
• Automated or rules-based execution does not remove the risk of loss, and can produce losses in market conditions it was not designed for.
• Software, smart contracts, exchanges, custodians and networks can fail, be exploited, be interrupted, or be affected by regulatory action.
• Regulatory treatment of digital assets is uncertain and changing, and may change in ways that affect what is described on the Website.

You are solely responsible for your own decisions, for the security of your own accounts, wallets, keys and credentials, and for any tax arising from your activity. We do not take custody of anyone’s funds through the Website.

8. Relationship to THE PLAN educational courses

THE PLAN educational courses, community and members’ area are published and sold by BridgeGap Marketing, Inc. on theplanprograms.com and related domains. Those purchases are governed by BridgeGap Marketing’s own Terms of Service, Privacy Policy, Earnings Disclaimer, Compliance Statement and DMCA Policy — not by these Terms.

The Website may link directly to a BridgeGap Marketing order or checkout page. We are not a party to any resulting contract of sale, we do not process the payment, and we are not responsible for the course, its delivery, its content, or any refund. Any question or complaint about a course purchase must be taken up with BridgeGap Marketing.

Enrolling in, or having completed, any THE PLAN course gives you no right, entitlement, allocation, priority or preferential treatment in relation to THEPLAN token, any SAFT or any offering. Purchasing a course is not an investment, and no course purchase is required in order to register interest.

9. Intellectual property and your licence

The Website and everything on it — including text, design, layout, graphics, logos, wordmarks, taglines, illustrations, photographs, video and audio, documents, and the selection and arrangement of all of it — is protected by copyright, trademark and other intellectual property laws and is owned by THE PLAN Labs or its licensors.

THE PLAN and THEPLAN, together with the associated logos and marks, are proprietary marks. Nothing on the Website grants you any right to use them, or to use, copy, register as a domain name, or otherwise display any logo, tagline, trademark, trade name, copyrighted work, trade dress, trade secret or confidential information belonging to us.

Subject to your continued compliance with these Terms, we grant you a revocable, limited, non-exclusive, royalty-free, non-sublicensable, non-transferable licence to access and view the Website for your own personal, non-commercial use. You acquire no ownership rights in any material on the Website. Except as expressly permitted by applicable law, no material on the Website may be copied, reproduced, distributed, republished, uploaded, framed, displayed, posted, sold, or used to create derivative works without our prior written permission. Where copying is permitted, you must not remove or alter any author attribution, trademark, legend or copyright notice.

Where we make a document available for download — such as a white paper or an investor deck — it is provided for your own review only and remains subject to this section and to any additional terms presented with it.

10. Acceptable use

You agree not to use, or attempt to use, the Website in any unlawful manner or in any manner harmful to us or to others. In particular, you must not:

• Harmful or unlawful acts. Break the law; engage in any dishonest, deceptive or unethical practice; harm our reputation; attack, probe, scan or attempt to breach the Website or its infrastructure; introduce malware; or violate the rights of any person.
• Misrepresentation. Impersonate any person, misstate your identity, jurisdiction, or investor status, or provide information you know to be false.
• Spam and unsolicited communications. Use the Website, or anything obtained from it, to send unsolicited communications, or to harvest contact details.
• Sensitive information. Submit through the Website any government identification number, passport number, bank account or payment card number, password or security credential, or health or other sensitive personal information. Our forms never require it, and you should never send it to us by these means.
• Automated access. Scrape, crawl, index, mirror or bulk-download the Website except as permitted by our robots file, or use it to train a machine-learning model without our prior written permission.
• Circumvention. Bypass or attempt to bypass any access control, gate, rate limit or geographic restriction we apply.
• Resale. Resell, redistribute or export any material obtained from the Website.

11. Information you submit to us

When you contact us or complete a form on the Website, you warrant that the information you provide is truthful, accurate and your own, and that you are not impersonating anyone. We are entitled to rely on the information you give us, including any statement you make about your investor status, and to contact you at the details you provide in connection with your enquiry.

What we do with that information is described in our Privacy Policy.

Any suggestion, idea, feedback or other material you send us that is not personal information will be treated as non-confidential and non-proprietary, and you grant us a royalty-free, worldwide, perpetual, irrevocable, non-exclusive licence to use it without obligation or compensation to you.

12. Testimonials, reviews and results

Any testimonial, review, case study, quotation or story published on the Website reflects the individual experience of the person who gave it. It is not typical, is not a guarantee, and does not reflect the experience you should expect. Results vary with individual circumstances, effort, market conditions and other factors outside our control.

If you send us a testimonial, comment or image, you grant us a royalty-free, worldwide, perpetual, non-exclusive and irrevocable licence to use it, in whole or in part, together with your first name and general location, in any medium. We may edit it for length and to correct errors, we will review it before use, and we are under no obligation to use it at all.

13. Third-party links and content

The Website links to websites, platforms and documents we do not control — including social media platforms, event and webinar platforms, document-sharing services and the interest forms hosted on our funnel platform. We provide those links for convenience only. We do not endorse, and are not responsible for, the content, accuracy, availability, security or privacy practices of any third-party site or service. Your use of them is governed by their own terms and privacy policies, which you should read.

Content on the Website that originates from third parties is not subject to our editorial control, and we make no representation about it and accept no liability for it.

14. Disclaimer of warranties

EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW:

THE WEBSITE AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO, AND EXPRESSLY DISCLAIM ANY AND ALL, REPRESENTATIONS AND WARRANTIES AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY INFORMATION ON THE WEBSITE. WE DO NOT REPRESENT OR WARRANT, AND EXPRESSLY DISCLAIM, THAT: (A) USE OF THE WEBSITE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE WEBSITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) ERRORS OR DEFECTS WILL BE CORRECTED; OR (E) THE WEBSITE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Some jurisdictions do not allow the exclusion of certain warranties. Where that is the case, the exclusions above apply to you only to the extent permitted.

15. Limitation of liability

EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW, IN NO EVENT SHALL THE PLAN LABS OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, SERVICE PROVIDERS, AFFILIATES OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, TRADING LOSSES, OR LOSS OR DIMINUTION IN VALUE OF ANY DIGITAL ASSET, ARISING FROM OR RELATED TO THIS AGREEMENT OR YOUR USE OF OR INABILITY TO USE THE WEBSITE, REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY OR OTHERWISE.

IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY TO YOU ARISING FROM OR RELATED TO THIS AGREEMENT OR THE WEBSITE EXCEED ONE HUNDRED U.S. DOLLARS (US$100), WHICH THE PARTIES AGREE IS A REASONABLE ALLOCATION OF RISK GIVEN THAT THE WEBSITE IS PROVIDED FREE OF CHARGE AND NO PAYMENT IS TAKEN THROUGH IT.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud or fraudulent misrepresentation, or, where applicable law so provides, for death or personal injury caused by negligence. Some jurisdictions do not allow the exclusion or limitation of certain damages; where that is the case, the limitations above apply to you only to the extent permitted.

16. Indemnification

To the fullest extent permitted by law, you agree to defend, indemnify and hold harmless THE PLAN Labs and its directors, officers, employees, shareholders, licensors, contractors, suppliers, affiliates, parent companies, subsidiaries and agents from and against any and all claims, actions, losses, liabilities, damages, expenses, demands and costs of any kind, including reasonable legal fees, arising out of or connected with (1) your use or misuse of the Website; (2) information you submit or transmit through the Website; (3) your breach of this Agreement or of any representation or warranty you have given in it; or (4) your violation of any law or of the rights of any third party.

17. Copyright complaints

If you believe material on the Website infringes a copyright you own, you or your agent may send us a notice asking us to remove it. If you believe a notice has been filed against you in error, you may send us a counter-notice. Notices and counter-notices should identify the work, identify the material and its location on the Website, give your contact details, and include the statements required by applicable law.

Send notices to our designated agent: [DESIGNATED COPYRIGHT AGENT & ADDRESS — TBC], or by email to support@contacttheplan.com with “Copyright Notice” in the subject line. We may remove material and terminate access for repeat infringers.

18. Suspension and termination

If we believe you have breached this Agreement or any law, we may restrict, suspend or terminate your access to the Website at any time, without notice and without liability to you. We may also withdraw, suspend or restrict any part of the Website at any time.

Sections 3 to 9 and 11 to 20 survive any termination of this Agreement.

19. Governing law and dispute resolution

[GOVERNING LAW, ARBITRAL SEAT AND FORUM — TBC WITH COUNSEL.] The clause below reflects the dispute-resolution approach used across THE PLAN’s other published terms. It must be confirmed against the jurisdiction of the entity that publishes this Website before these Terms are treated as final.

Please read this section carefully. It affects your legal rights.

This Agreement, and any dispute arising out of or relating to it or to your access to or use of the Website, is governed by the laws of [GOVERNING LAW — TBC], without regard to its conflict-of-laws principles.

Informal resolution first. If you have a complaint or dispute, you agree to contact us first at support@contacttheplan.com and to attempt to resolve it informally. Either of us may begin arbitration only if the dispute has not been resolved within 120 days of that first contact.

Binding individual arbitration. Except where prohibited by law, any dispute that is not resolved informally shall be resolved by final, binding and confidential arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules in effect at the time the demand is filed, before a single neutral arbitrator, conducted in English at [SEAT — TBC] or, if we both agree, by telephone or on written submissions. The AAA’s rules are available at adr.org. Judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own costs except as the AAA’s rules provide.

Class action waiver. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING. YOU UNDERSTAND THAT YOU WOULD OTHERWISE HAVE HAD THE RIGHT TO LITIGATE IN COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE, AND TO PARTICIPATE IN A CLASS ACTION, AND THAT YOU ARE GIVING UP THOSE RIGHTS.

Time limit. Any claim must be brought within one year after it arises, including the 120-day informal period, or it is permanently barred.

Exceptions. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information, and either party may bring an individual claim in a small-claims court that has jurisdiction. Any claim found to be outside the arbitration agreement shall be brought exclusively in the courts of [FORUM — TBC], to whose exclusive jurisdiction you consent.

Severability of this section. If the class action waiver is held unenforceable, this entire arbitration section is void. If any other part of this section is held unenforceable, the rest remains in effect. This section survives termination of this Agreement.

Nothing in this section deprives you of any mandatory protection, including any right to bring proceedings in your country of residence, that the law of your jurisdiction gives you and that cannot be waived by agreement.

20. General terms

Changes to these Terms. We may update these Terms at any time by posting the revised version on this page and updating the “Last updated” date. It is your responsibility to check periodically. Your continued use of the Website after a change constitutes acceptance of it. Any new page or feature we add to the Website is also subject to these Terms.

Electronic communications. When you use the Website or contact us electronically, you consent to receive communications from us electronically, and you agree that notices, disclosures and agreements we provide electronically satisfy any legal requirement that they be in writing.

No waiver. No failure or delay by us in exercising any right under this Agreement operates as a waiver of it, and no single or partial exercise of a right precludes any further exercise. A waiver is effective only if given by us in writing.

Assignment. We may assign our rights and obligations under this Agreement at any time without notice, including in connection with a merger, acquisition or sale of assets. You may not assign yours without our prior written consent.

Force majeure. We are not responsible for any delay or failure caused by events beyond our reasonable control.

Severability. If any provision of this Agreement is held invalid or unenforceable, that provision shall be modified or severed to the minimum extent necessary, and the remaining provisions continue in full force and effect.

Entire agreement. This Agreement, together with the Privacy Policy and the Important Information page, is the entire agreement between you and us in relation to the Website, and supersedes any prior agreement, representation or understanding on that subject. Any ambiguity shall not be construed against the drafting party.

Language. The English-language version of these Terms is the controlling version regardless of any translation.

21. Contacting us

Questions about these Terms, or about anything on the Website, are welcome. Please contact us at support@contacttheplan.com, or through our contact page.

Postal address: [REGISTERED ADDRESS — TBC]