Last Updated: March 8, 2016
IMPORTANT INFORMATION – PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICE (as defined hereunder).
We may amend this Agreement at any time by posting the amended terms on the Site. Our employees are not authorized to deviate from or amend this Agreement. Your continued use of the Site or Services shall constitute your consent to any changes made. If you do not agree to the new or different terms, you should not use the Site or the Service. This Agreement may not be otherwise amended.
- You may not use the Site and the Services and may not accept this Agreement if (a) you are not of legal age to form a binding contract with Apirise, or (b) you are a person barred from using the Site or the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Site and/or the Services. Subject to applicable law, Apirise may, in its sole discretion, refuse to offer the Site and the Services to any person or entity and change its eligibility criteria at any time.
- Beta Service. As used herein, the Service shall mean the services provided to you under and subject to the terms of this Agreement through the Site, including all revisions, improvements and/or updates and related documentation to the extent provided by Apirise. You hereby acknowledge and consent that the Service is provided for your use under the terms detailed below, and subject to the following:
- The Service is a beta version and is not at the level of performance and compatibility of a final, generally available product offering. The Service may not operate correctly, include bugs or errors, it may cease to operate properly or in its entirety and may be substantially modified prior to commercial release.
- As the Service may contain defects, you shall be responsible for establishing backup, log, batch, review and other procedures and controls appropriate to maintain the integrity and continuity of your operations and data.
- Apirise is under no obligation to make any changes or modifications to the Service suggested by you. Apirise reserves the right, without prior notice, to discontinue work on the Service, release the Service for commercial use, and even if released, to alter prices, specifications, capabilities, functions, release dates, general availability, or to revise the Service, its functionality or other characteristics of the Service so it provides different features and/or different environment configurations.
- Title & Ownership. All right, title and interest in and to the Site, the Services and the content therein, and associated intellectual property rights (including, without limitation, patents, copyrights, trade secrets, trademarks, etc.), evidenced by or embodied in and/or attached/connected/related to the Services, are and will remain with Apirise. The Services are a valuable trade secret of Apirise and any disclosure or unauthorized use thereof will cause irreparable harm and loss to Apirise. For the avoidance of doubt, all results pertaining to the operation of the Services and all feedback and comments arising from the use of the Services under the terms of the Agreement shall be considered Apirise’s confidential information. This Agreement does not convey to you an interest in or to the Services, but only a limited right of use revocable in accordance with the terms of this Agreement. Nothing in this Agreement constitutes a waiver of Apirise’s intellectual property rights under any law.
- Prohibited Uses. Except as specifically permitted in this Agreement, you agree not to (and not to permit any third party to): (i) sell, lease, assign, transfer, pledge, or share your rights under this Agreement with/to anyone else; (ii) modify, disassemble, decompile, reverse engineer, revise or enhance the Services; (iii) use or attempt to use the Service for competitive analysis or benchmarking of the Service, or to develop a competitive service or directly compete with the Service; (iv) use the Service to store or transfer any tortious, illegal or infringing materials, (v) use or attempt to use the Service, or provide us with any data, in violation of any third-party rights of any kind, including without limitation any privacy, intellectual property, confidentiality or contractual rights, (vi) use the Service to transfer any viruses, worms, trojans or other items of a similarly destructive nature.
- Your Responsibilities.
- You shall:
- record in writing all problems, (including errors, failures, uncomforting results, unexpected performances) and any comments regarding the Services and forward them to Apirise as often as reasonably requested.
- install all fixes, releases and updates to the Services delivered by Apirise to you.
- provide Apirise with such further documentation, information and assistance as may reasonably be required by Apirise.
- The Service may allow you to provide data through third party products and service providers from whom you provide Apirise with data (collectively, “Third Party Platforms”). You shall be responsible for compliance your own, and all Third Party Platforms’, terms of service and privacy policies. Without limiting the foregoing, you agree to comply with third party terms of service and privacy policies for all third party analytics providers and other services that Apirise provides with data at your request, or that you request to provide Apirise with data. Apirise is not responsible for any act or omissions of any Third Party Platform.
- You shall also be responsible for maintaining the security of the Third Party Platforms, your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the account or the Third Party Platforms with or without your knowledge or consent.
- You agree to:
- Use the Service for lawful purposes only and in compliance with any policies posted to the Site or conveyed by electronic notice;
- Not use the Service in a way that prevents or inhibits another user from enjoying the Service;
- Not obtain the communications protocol for accessing the Service;
- Not remove, obscure or alter any notices or indications of any intellectual property rights, any trade names, trademarks, service marks, logos, trade dress, and any other distinctive or proprietary symbols, labels, designs or designations, or any electronic notices;
- Not interfere with, or attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the Service servers;
- Not to take any action that imposes an unreasonable or disproportionately large load on Our infrastructure; and
- Not to challenge or assist others to challenge Apirise rights in its intellectual property rights or registration or applications thereof. You agree to promptly notify Apirise of any violation of this Section, or otherwise of this Agreement.
- Your Feedback. You represent and warrant that any input or feedback regarding the Services which you provide to Apirise (“Feedback“), shall not knowingly provide infringe upon or knowingly cause the infringement upon any third parties’ intellectual property rights. You further acknowledge that notwithstanding anything herein to the contrary, any and all rights, including intellectual property rights in such Feedback shall belong exclusively to Apirise and that such shall be considered Apirise’s confidential information. It is further understood that use of Feedback, if any, may be made by Apirise at its sole discretion, and that Apirise in no way shall be obliged to make use of any kind of the Feedback or part thereof.
- Third Party Suppliers
- Save to the extent required by law, Apirise has no special relationship with or fiduciary duty to you. It is understood and agreed that Apirise has no control over, and no duty to edit or review for accuracy or appropriateness any information or data provided by you or information provided by any supplier offering services or programs by means of the Site (“Third Party Suppliers”).
- Apirise does not provide any warranty whatsoever, neither on behalf of itself nor on behalf of any Third Party Supplier, with respect to any services of Third Party Suppliers. It is hereby made explicitly clear that Apirise shall not be held responsible for any acts and/or omissions on the part of any Third Party Supplier.
- Warranty Disclaimer
- THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE A PRELIMINARY BETA, PRE-RELEASED VERSION OF THE SERVICES, WHICH ARE NOT FULLY TESTED, AND HAVE NOT BEEN COMPLETED ACCORDING TO APIRISE’S NORMAL DEVELOPMENT PROCEDURES. THE SERVICES MAY CONTAIN SIGNIFICANT ERRORS, OMISSIONS, DEFECTS AND OTHER PROBLEMS. THEREFORE APIRISE REPRESENTS AND YOU ACKNOWLEDGE THAT THE SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND AND APIRISE DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON INFIRINGMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SERVICES AND ANY ACCOMPANYING WRITTEN MATERIALS REMAINS WITH YOU.
- YOU SHALL BE RESPONSIBLE FOR ANY USE OF THE SERVICES AND FOR VERIFYING ANY OUTPUT RESULTING FROM USE OF THE SERVICES IF YOU INTEND TO USE OR RELY ON SUCH OUTPUT. YOU ACKNOWLEDGE THAT THE QUALITY OF SUCH DATA AND OUTPUT AND THE RESULT OF USING THE SERVICES ARE DEPENDANT ON THE DATA PROVIDED BY YOU. YOU FURTHER ACKNOWLEDGE THAT THE SERVICES DO NOT PROVIDE ADVICE OR RECOMMENDATIONS FOR CORRECT ACTION BUT RATHER SOLELY GENERATES OUTPUT DIRECTLY REFLECTING THE DATA PROVIDED BY YOU.
- Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.
- No Liability for Damages
- UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL APIRISE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY TYPE INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, LOSS OF BUSINESS INFORMATION, AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES EVEN IF APIRISE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.
- IN NO EVENT WILL APIRISE’S CUMMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES OR THE USE OF THE SERVICES EXCEED $1,000.
- Termination. You may terminate this Agreement at any time by unregistering from the Services. This Agreement will terminate immediately without notice, upon your failure to comply with any provision of this Agreement or otherwise a material breach of any of the terms in this Agreement. Upon termination you shall no longer have access to the Services.
- Governing Law & Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, and the competent courts in New York City, New York shall have the exclusive jurisdiction over any dispute arising from, or in connection to, this Agreement.
Please contact us at firstname.lastname@example.org if you have any questions about our Terms of Service.