This License Agreement is between you and Aplos Software, LLC (Aplos) and governs your use of Aplos Web Suite software, related software components, and documentation (all of which are referred to herein as the "Software").
The Software contains valuable, confidential, trade secret information owned by Aplos.
BY LOGGING INTO OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT LOG INTO OR USE THE SOFTWARE.
NOW, THEREFORE, in consideration of the promises set forth herein, the parties hereto agree as follows:
In order to use the software, you must:
- be at least eighteen (18) years old and able to enter into contracts;
- complete the registration process;
- agree to the Terms; and
- provide true, complete, and up to date contact information.
By using the software, you represent and warrant that you meet all the requirements listed above, and that you won't use the software in a way that violates any laws or regulations. Aplos may refuse service, close accounts of any users, and change eligibility requirements at any time.
Accepting Payments Online
Aplos uses WePay as the primary payment service provider, and helps users accept online donations through the use of the software. Aplos is an independent contractor for all purposes, and is not your agent or trustee. Aplos does not engage in any solicitation activities; those are carried out by the individual users and the user is responsible for following state and federal solicitation guidelines. Aplos does not have control of, or liability for, the products or services that are paid for through use of the software. We do not guarantee the identity of any user or ensure that a buyer or a donor will complete a transaction.
To withdraw money, you are required to use a U.S. Bank. If a payment received in your account is subject to a chargeback, reversal, claim, or is otherwise invalidated, it may be reversed at any time. In other words, payments received into your account may be returned to the sender or otherwise removed from your account after you have been paid and/or delivered any goods or services sold.
Not every donation is fully tax-deductible
It is your responsibility to know if the donations you receive are fully tax-deductible. For example, if some goods are provided to the donor in exchange for the donation, a part of the donation may be taxed. Aplos is not responsible for determining if taxes should apply to your transaction or for collecting, reporting or remitting any taxes arising from any transaction.
501 (c) (3) users will be charged $.30 + 3% of every transaction. Users will be billed at $.30 + 4% until they are approved by the payment processor for the reduced rate. That transaction rate can be "bought down" to $.30 + 2.6% of every transaction by paying a monthly subscription fee of $25 per month. For ACH transactions, subtract 1% from the transaction rate. For American Express and international transactions, rates are typically 1% higher, but may be even greater.
You will not use the software to:
- Do anything illegal including soliciting money when you are not authorized to do so, or not following all state and federal legislation regarding fundraising requirements.
- Knowingly receive potentially fraudulent funds.
- Use the software in a way that Aplos, American Express, Visa, Discover, MasterCard, or any other electronic funds transfer network might find as an abuse of the card network.
- Use false information to encourage, pressure, or otherwise entice users of the software to donate money through the software.
All organizations with an Aplos account have the ability to publish an online donation webpage. These published webpages are publically available on the Internet and available for anyone to see, including search engines. Aplos reserves the right to provide a link to published pages. If a user does not wish a donation form to be distributed, they may disable the form within the software.
Aplos does not take any responsibility for the content published on donation webpages and the purpose for which funds are used. Organizations agree to follow all legal limitations and to be independently responsible for content and use of funds. By using Aplos, organizations agree to the following restrictions for content on donation webpages that include, but are not limited to:
- Funding illegal activity
- Illegal or controlled substances or weapons
- Sexually explicit or suggestive content
- Adult services or products
- Any connection to hate crimes or terrorist organizations
- Violent or hateful content
- Restricted items such as betting, gaming, and sweepstakes
- False, misleading, or fraudulent claims
- Content that includes racism, sexism, bigotry, hate speech, or profanity
Aplos reserves the right to refuse access to any organization and will review any questionable webpages and will take necessary action as needed.
You may use your bank account as your payment method for donations when the organization makes it available through their online donations form. When you do this, the Software will make an electronic transfer via ACH from your actual bank account in the amount you specify. You agree that these requests constitute your authorization to Aplos to make the transfers. Once you have provided your authorization for the transfer, you will not be able to cancel the electronic transfer. You give Aplos the right to resubmit any ACH debit you authorized that is returned for insufficient or uncollected funds.
You may request that a recurring donation be transferred to an organization when that organization makes it available through their online donations form. For recurring donations, you can select your payment method (generally credit card or ACH).
Stopping recurring donations
You may stop a recurring donation at any time up to three business days before the next scheduled payment by logging into your Aplos account. Once you log in, follow the links to stop the payment.
Credit card information
If your credit card account number changes or your credit card expiration date changes, we may acquire that information from our financial services partner and update your account.
Aplos makes no claims about nor can it confirm the true identity of any person or organization using the software. Additionally, Aplos cannot confirm that money donated to an organization for a specific cause is actually spent on that cause. In the event that a person or organization uses false information to encourage, pressure, or otherwise entice you to donate money using the software, it is your responsibility to do your due diligence before giving to that organization. If you believe that you have been a victim of fraud, you should seek professional, legal counsel. Donors agree to be in compliance with all laws no matter what the identified purpose of the funds.
Any donor information provided in an online donation form will be provided to the recipient organization, with the exception of sensitive payment information. Aplos and WePay will protect all sensitive payment information according to PCI compliance including encryption and not disclosing payment details to recipient organizations.
Donors must agree to submit payments in compliance with all laws and be the authorized user of the payment method. Aplos and WePay reserve the right to suspend or cancel payments that are suspicious or potentially fraudulent.
E-mail Terms of Service
Please don't use the software to send anything illegal, or to do anything offensive. Don't send:
- Pornography or other sexually explicit emails
- Emails offering to sell illegal goods or services
- Emails that violate CAN-SPAM or CASL (Canadian) laws
- Marketing or commercial email without permission from specific recipients
In addition to not using prohibited content, you may not:
- Send spam.
- Put information in any of your emails that was not created by you or for you. This includes graphics, photos, videos, text and other elements.
- Use any misleading or incorrect names, addresses, email addresses, subject lines, or other information in the software or in any emails created or sent using the software
- Share your password.
- Upload or send email to purchased recipient contacts. You must have permission to send email to your recipients
- Misrepresent yourself to others while using the software, may not impersonate any other person whether fictitious or real.
- Do anything that may cause Aplos to lose or be downgraded by any of the service providers we use including our Internet service providers, payment processors, or other suppliers.
Agreed upon activities
By accepting this agreement, you also agree:
- To allow Aplos to include unsubscribe links on emails
- To add a recipient's email address to the unsubscribe list within 10 days if you receive an unsubscribe request from the recipient
- Not to email unsubscribed users
- Not to take efforts to email unsubscribed users by using other email platforms
- That you are the designated sender of the message.
- That you will follow all CAN-SPAM Act provisions and will follow all of Canada's Anti-Spam Legislation for emails sent to Canadian email accounts.
If complaints are received, the user may lose their ability to send emails using Aplos. This is made at the discretion of Aplos.
For every campaign or automatic email sent or distributed via the software, you agree that Aplos may add a link to the Aplos site and a statement such as "Donor Relations by Aplos" or "Powered by Aplos" in the footer or other similar location that does not unreasonably obscure the campaign or automatic email.
Aplos may view, copy, and internally distribute content from your emails and account to look for problem emails or accounts. Additionally, Aplos may review contacts and distribution practices to identify potentially harmful or fraudulent practices. Aplos does this to find members who violate these terms or laws. If a user is found in violation of any of these terms, laws, or other restrictions, Aplos reserves the right to take appropriate action, including, but not limited to, suspending the users account, removing the user's access to historical data in the software, or revoking access to the software entirely.
SendGrid Original Equipment Manufacturer (OEM) Agreement
Aplos uses SendGrid for the sending of emails through Aplos Donor Relations and in other parts of the software. As such, they require that you agree to the following:
Third Party Services
The services provided to OEM User under this Agreement include certain services developed, provided or maintained by third-party service providers of OEM ("Third Party Providers"). Access to or use of any those services ("Third Party Services") by OEM User is subject to any separate agreement that OEM User may enter into (or may have entered into) relating to those Third Party Services (each, a "Third Party Service Agreement"). The terms of any Third Party Service Agreement will apply to the applicable Third Party Services provided under that Third Party Service Agreement in addition to the terms of this Agreement. Except as set forth in this Agreement, the terms of any Third Party Service Agreement will control in the event of a conflict between the terms of this Agreement and that Third Party Service Agreement. All other Third Party Services will be subject to the terms of this Agreement. Each Third Party Provider retains all right, title and interest in and to all Third Party Services and all software, hardware or other technology used to provide those services, and any additions, improvements, updates, and modifications thereto. Each Third Party Provider will be a beneficiary of the terms of this Agreement as to the Third Party Services provided by the Third Party Provider and will have all rights necessary to enforce this Agreement against OEM User in the case of any breach of those terms.
OEM User represents, warrants, and covenants that: (1) OEM User has the legal right and authority to enter into this Agreement; (2) OEM User has the legal right and authority to perform its obligations under this Agreement and to grant the rights and licenses described in this Agreement and in any applicable additional agreement OEM User enter into in connection with any of the services provided under this Agreement; (3) all Content is in compliance with the terms of this Agreement; and (4) OEM User will access and use the services provided under this Agreement is in compliance with the terms of this Agreement.
THE SOLE WARRANTIES REGARDING THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE THOSE EXPRESS WARRANTIES (IF ANY) PROVIDED TO OEM USER BY OEM UNDER THIS AGREEMENT. ALL THIRD PARTY SERVICES ARE PROVIDED BY EACH THIRD PARTY PROVIDER STRICTLY "AS IS" AND "AS AVAILABLE" AND ALL THIRD PARTY PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO ALL THIRD PARTY SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OEM OR ANY THIRD PARTY PROVIDER WILL CREATE ANY WARRANTIES BY OR ON BEHALF OF THIRD PARTY PROVIDER.
OEM User agrees to and hereby does indemnify, defend, and hold harmless OEM, its Third Party Providers and their respective affiliates, employees, agents, contractors, assigns, licensees, and successors in interest ("Indemnified Parties") from any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that result from or relate to any claim or allegation against any Indemnified Party arising from OEM User accessing or using the services provided under this Agreement (including any Third Party Services) or from any email or other communication generated or sent through such services or any content contained therein, whether or not in breach of this Agreement.
Limitation on Liability
OEM USER AGREES THAT RESPONSIBILITY AND LIABILITY FOR THE SERVICES PROVIDED UNDER THIS AGREEMENT IS STRICTLY WITH OEM. NO THIRD PARTY PROVIDER WILL HAVE ANY LIABILITY UNDER THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH ANY SERVICES PROVIDED UNDER THIS AGREEMENT (INCLUDING THIRD PARTY SERVICES), INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR OTHER FORM DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. IN JURISDICTIONS WHERE THE FOREGOING LIMITATION OF LIABILITY IS NOT PERMITTED, THE LIABILITY OF ANY THIRD PARTY PROVIDER WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
OEM User will be responsible for all data, information and other content ("Content") provided by OEM User in connection with the services provided under this Agreement. OEM User will not provide and will not permit any third party to provide or to use the services provided under this Agreement to provide, any Content that: (a) infringes, misappropriates or violates any intellectual property or other rights of any third-party; (b) is defamatory, harmful to minors, obscene or child pornographic; (c) contains any viruses or programming routines intended to damage the services or any software, hardware or other technology used to provide the services or surreptitiously intercept or expropriate any data or information; or (d) is false, misleading or inaccurate. OEM and its Third-Party Providers will not be responsible or liable for any deletion, correction, destruction, damage, loss or failure to store or back-up any Content. OEM and its Third Party Providers may take remedial action if any Content violates this Section, however OEM and its Third Party Providers are under no obligation to review any Content for accuracy or potential liability.
OEM User grants to OEM and its Third Party Providers all necessary rights and licenses in and to all Content necessary for OEM and its Third Party Providers to provide the services under this Agreement. OEM User will maintain an adequate back-up of all Content and OEM and its Third Party Providers will not be responsible or liable for any deletion, correction, destruction, damage, loss or failure to store or back-up any of any Content. OEM User represents and warrants that OEM User has all necessary right, title, interest and consent necessary to allow OEM and its Third Party Providers to use all Content as set forth in this Agreement and as otherwise necessary to provide the services under this Agreement.
Aplos is not responsible for any violations of international laws or regulations stemming from the use of the software. Aplos is not responsible for lost or stolen payments, fraud, or other liabilities incurred from accepting international payments or from sending international emails. You agree to accept all liability stemming from sending international emails with the software. You agree to accept all liability stemming from accepting international payments when using the software.
By registering for the Software, the Recipient agrees to receive phone or email communication from Aplos that may include software notifications, special offers, news and other communication. A valid email is required to use the software. You agree to notify Aplos promptly if you update your email address. You can do this by updating your email address in the software. The Recipient may unsubscribe from any communications except transactional notifications which are required to conduct business services and may include but are not limited to emails for the authentication process, updates on the status of a Form 990 filing, receipts and official notices from the IRS.
To protect the Recipient's personal information from unauthorized access and use, Aplos uses security measures and computer safeguards. Aplos does monitor Recipient activity on the Software for everyday business purposes and marketing. Aplos does restrict access to nonpublic personal information and does not share Recipient private information with third parties except in the case of third parties who provide services that are part of the Software or are used by Aplos for providing services to the user. Information provided when completing a tax form (including your email address) will be made available to the IRS and State Charity Offices in states where you elect to file Form 990 or other forms.
Public Form 990 Information: Most of the information in Form 990 is considered public. Some or all of the public data will be transmitted to the IRS, elected states, and may occasionally be made available with individuals or organizations that are not associated with Aplos (such as Guidestar) or published online.
Private Form 990 Information: Some information in Form 990, particularly Schedule B (Schedule of Contributors) is considered private and will NOT be intentionally given, sold or provided to any individual or organization other than the IRS or elected state offices which require this information with your Form 990.
General use data Aplos reserves the right to publish, sell, or otherwise use general statistical data in aggregate with regard to transactions, business financial practices, business communication, and other operations. Aplos will not purposely publish, sell, or otherwise use private information about any individual or organization.
Third Party Services
Customer can integrate certain third party services into the Software. These third party services are not provided by Aplos Software. Customer agrees to indemnify, defend, hold harmless and release Aplos Software and the Released Parties (defined below) from any liability relating to Customer's use of the third party services or integration of the Services with the third party services. Customer's ability to use the third party services may be limited according to the third party's terms and conditions. When Customer integrates with a third party service, Customer authorizes Aplos Software to share any and all Customer Data, whether confidential or not, with the third party service so Customer can take advantage of integration with Aplos Software. Any links to a third party service or website Customer finds in the Service or on aplos.com are provided for convenience only and Aplos Software does not control or endorse any material or information found on those third party sites.
Users of the software that have a paid subscription will be automatically billed on the first (1st) of every month unless service is terminated prior to the billing date. The user is paying for the ability to use the software, not the actual use of the software. Therefore, Aplos cannot offer refunds for previous months in the case that the user didn't actually login or use the software.
Users can see their current monthly bill rate on the Subscription page within the software and change it at any time.
Users may contest a payment in writing by contacting firstname.lastname@example.org. Refunds are given at the sole discretion of Aplos.
You agree to maintain your username and password. You are responsible for granting access to your information in the software to authorized users. Free access for an external accountant can be requested in writing and may be revoked by Aplos at any time. In the case that an organization gives access to an Oversight user such as an external accountant or a national headquarters, the organization retains rights for their bookkeeping and information in the event that the relationship is terminated with the Oversight user.
An affiliate or Oversight user has the right to mark up the price for an organization's use of the software if the affiliate or Oversight user is paying Aplos directly for services.
We may change any of the Terms by posting revised Terms of Service on our Website and/or by sending an email to the last email address you gave us. Unless you terminate your account within ten (10) days, the new Terms will be effective immediately and apply to any continued or new use of the software. We may change the Website, the Service, any features of the service, or the software at any time.
Aplos agrees to provide to Recipient the Software via the internet, and Recipient accepts the Software, subject to the terms of this Agreement.
The Software is licensed to you solely for your organizations use.
Restrictions on Use. You may not:
- Create derivative works based on the Software;
- Reproduce the Software except as described in this Agreement;
- Sell, assign, license, disclose, or otherwise transfer or make available the Software or any copies of the Software in any form to any third parties;
- Alter, translate, decompile, or attempt to reverse engineer the Software, subject to applicable law which permits such activity notwithstanding this contractual prohibition;
- Remove or alter any proprietary notices or marks on the Software; or
- Use the Software for production use.
Recipient acknowledges and agrees that in providing the Software, Aplos may disclose to Recipient certain confidential, proprietary trade secret information of Aplos (the "Confidential Information"). Confidential Information may include, but is not limited to, the Software, computer programs, flowcharts, diagrams, manuals, schematics, development tools, specifications, design documents, marketing information, financial information or business plans. During this Agreement and for a period of 2 years thereafter, Recipient agrees that it will not, without the express prior written consent of Aplos, disclose any Confidential Information or any part thereof to any third party, except to the extent that such Confidential Information a) is or becomes generally available to the public through no fault of Recipient; b) is rightfully received by Recipient from a third party without limitation as to its use; or c) is independently developed by Recipient. At the termination of this Agreement, Recipient will return all Confidential Information to Aplos.
Recipient also agrees that it shall not duplicate, translate, modify, copy, printout, disassemble, decompile or otherwise tamper with the Software or any software provided therewith
Recipient acknowledges that Recipients shall have only a limited, non-exclusive, nontransferable license to use the Software for a period not to exceed Termination (described below) or 90 days. Recipient acknowledges and agrees that it will not use the Software for any purpose that is illegal. Recipient agrees that it will use the Software carefully and will not use it in any way which might result in any loss of its or any third party's property or information.
Recipient shall report to Aplos, as soon as practical, any perceived defect in the Software and, following the discovery of any material defect, shall terminate its use of the Software.
Recipient may terminate this Agreement at any time by discontinuing use of the Software and returning all Confidential Information and copies thereof, to Aplos. Aplos may terminate this Agreement upon notice to Recipient, subject to Recipient's obligation to discontinue use of the Software, and return any and all copies of Confidential Information. The obligations of Recipient in the License and Non-Disclosure sections above shall survive the termination of this Agreement. If not earlier terminated, this Agreement shall terminate automatically upon the end of the period set forth in the Non-Disclosure section and following Recipient's discontinue of use of the Software and the return of Confidential Information.
THE SOFTWARE IS BEING DELIVERED TO YOU "AS IS" AND APLOS MAKES NO WARRANTY AS TO ITS USE, RELIABILITY OR PERFORMANCE. APLOS DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. APLOS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO NONINFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. YOU ASSUME ALL RISK ASSOCIATED WITH THE QUALITY, PERFORMANCE, AND USE OF THE SOFTWARE INCLUDING, BUT NOT LIMITED TO, THE RISKS OF PROGRAM ERRORS, DAMAGE TO EQUIPMENT, LOSS OF DATA OR SOFTWARE PROGRAMS, OR UNAVAILABILITY OR INTERRUPTION OF OPERATIONS. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USE THE SOFTWARE AND ASSUME ALL RISKS ASSOCIATED WITH ITS USE.
You agree to indemnify and hold Aplos, parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Software, or the infringement by you, of any intellectual property or other right of any person or entity.
Limitation of Liability
IN NO EVENT WILL APLOS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES WHATSOEVER, OR ANY LOSS OF REVENUE, DATA, USE, OR PROFITS, EVEN IF AN APLOS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE CLAIM IS BASED UPON ANY CONTRACT, TORT OR OTHER LEGAL OR EQUITABLE THEORY. Some States do not allow the exclusion or limitation of incidental or consequential damages, or the exclusion of implied warranties or limitations on how long an implied warranty lasts, so the above limitations or exclusions may not apply to you.
This Agreement is to be governed by, construed and enforced according to the laws of the United States of America and the State of California.
Recipient may not assign this Agreement without the prior written consent of Aplos. This Agreement shall be binding upon and inured to the benefit of the parties and their respective administrators, successors and assigns.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.
The parties agree that they will use their best efforts to amicably resolve any dispute arising out of or relating to this Agreement. Any controversy, claim or dispute that cannot be so resolved shall be settled by final binding arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. Any such arbitration shall be conducted in the city where the Aplos headquarters are located, or such other place as may be mutually agreed upon by the parties. Within fifteen (15) days after the commencement of the arbitration, each party shall select one person to act as arbitrator, and the two arbitrators so selected shall select a third arbitrator within ten (10) days of their appointment. Each party shall bear its own costs and expenses and an equal share of the arbitrator's expenses and administrative fees of arbitration.
APLOS AFFILIATE APPLICATION PROGRAMMING INTERFACE (API) AGREEMENT
Aplos Software, LLC, a California limited liability company ("Aplos") has established an application programming interface ("API") that will allow it to affiliate with other complimentary software companies. You have elected to become an affiliate ("Affiliate") pursuant to the terms and conditions in this agreement ("Agreement").
Your right to access and use the Aplos API and its associated documentation (together, the "API") is subject to the terms and conditions set out in this Agreement. By downloading, using or accessing the API in any way you agree to be bound to all of the terms and conditions in this Agreement. If you do not agree to all of the terms and conditions of this Agreement, you should not utilize the API. Aplos may update the terms and conditions at any time. Your continued use of the API will indicate your acceptance of the revised terms and conditions.
1. License. While this Agreement is in effect and in consideration of your acceptance and compliance with this Agreement, Aplos grants you a non-exclusive, non assignable, non-transferable, non-sublicensable, revocable right to use the API. In order to benefit Aplos and Aplos' customers, you may use the API for the purpose of integrating your own software/online services with Aplos non-profit accounting software ("API Application").
2. Restrictions. Except as permitted under this Agreement, you will not and will not allow anyone else to do the following:
2.1 use the API to enable, permit or facilitate any person (including yourself) to use Aplos non-profit accounting software in any way not permitted under the relevant terms and conditions of use;
2.2 copy, transfer, sell (or resell), sub-license, lease, rent, loan, publish, distribute or otherwise make the API available to any other person, whether or not for commercial gain;
2.3 alter, adapt, merge, modify, translate, reverse engineer, decompile, disassemble, create derivative works of the whole or any part of the API or any Aplos products or software, except with our prior written consent;
2.4 remove, change or obscure any of Aplos proprietary notices, labels or marks associated with the API; or
2.5 for the purpose of incorporation into or the development of any software or other product or technology which competes with Aplos' products or services use or copy (irrespective of the extent of copying) the whole or any part of the API's or Aplos' graphic user interface, operating logic or underlying database structure and database fields.
3. Ownership. You acknowledge that Aplos will retain ownership of any and all intellectual property rights in and to the API and Aplos' products and software including but not limited to any copies and future developments.
4. Modification, Suspension, and Intended Use. Aplos may update, modify, suspend or discontinue the API at any time and makes no guarantee that the API will be suitable for your intended use or that it will be error or bug-free.
5. Limitation of Liability. You acknowledge and agree that your use of the API is solely at your own risk and Aplos excludes all liability and responsibility for any loss or damage arising out of or in connection with the API, even if Aplos has been advised of the likelihood of such loss or damage.
6. Termination. Aplos may, at its sole and absolute discretion, terminate this Agreement and your use of the API immediately on notice at any time without any liability to you. Notwithstanding any termination of this Agreement the provisions that would be expected to survive termination shall continue in full force and effect.
7. Affiliate Rights and Obligations. Your rights and obligations as an Affiliate are as follows:
7.1 Affiliate API Requirements. You may develop your own API Application and you will:
7.1.1 ensure that prior to distribution to a third party, your API Application is sufficiently tested to ensure that it:
220.127.116.11 provides the functions and facilities and performs as described in writing by you including in any associated documentation prepared by you. Provided, however, Aplos shall have no liability or responsibility with respect to your products and services regardless of any testing or inspection performed by Aplos; and
18.104.22.168 will not adversely affect the functions and facilities of Aplos API, software or website or any other Aplos product or service.
7.2 Independent Relationship. Make clear to every licensee or third party user of your API Application that your API Application belongs to you and that you are not Aplos' agent, partner or authorized representative and that Aplos is not responsible for your API Application or other documentation licensed, made available or otherwise distributed by you;
7.3 Aplos Marks. Not use (nor permit any third party to use) any name, trade mark, trade name, insignia, logo, symbol or slogan (whether registered or not) owned or used by Aplos or any related company now or in the future anywhere in the world ("Aplos Mark"), or any mark, words, logo, device or any other branding which is similar to or mimics any Aplos Mark, without Aplos' prior written consent. This means, for example, that you will not use any Aplos Marks in your API Application name or in a domain name; and
7.4 Indemnification. At all times defend, indemnify and hold Aplos and all Aplos Related Parties harmless from and against any and all claims and actions against Aplos relating, directly or indirectly, to the use by any third party of your API Application. Without limiting the previous sentence, you warrant that your API Application is and will be developed and owned by you and you will defend, indemnify and hold Aplos and all Aplos Related Parties from and against any and all claims and actions that the use or possession of your API Application (or any part) infringes the intellectual property rights of a third party ("IPR Claim") and you will indemnify, defend and hold Aplos and all Aplos Related Parties from and against any and all losses, damages, costs (including legal fees) and expenses incurred by or awarded against Aplos and any Aplos Related Parties as a result of, or in connection with, that IPR Claim. The indemnities and warranty in this Section 7.4 will remain in full force and effect irrespective of any termination of this Agreement.
8. API Affiliate Page.
8.1 Affiliate Materials. At no cost to Aplos, you will provide to Aplos such materials as Aplos may request (including without limitation text, pictures, graphics, icon buttons, web links and marketing materials) relating to your API Application (the "API Materials"). Aplos may, but is under no obligation to, display your API Materials on the Aplos Accounting API Page, make references to your API Applications or display your API Materials on social media and other Aplos marketing channels at no cost or liability to Aplos. Aplos may take down or remove the displayed API Materials at any time in its sole discretion without any liability.
8.2 Aplos Materials. Aplos may disclose its brand images and associated materials for Aplos products and services to be utilized by you in relation to your promotion of the API Application (the "Aplos Materials") in its sole discretion. All materials, displays and use of the Aplos Materials must be preapproved in writing and in strict accordance with the Aplos Brand Guidelines. You will immediately take down or remove displayed Aplos Materials at Aplos' request.
8.3 Indemnification. You shall defend, indemnify and hold Aplos and all Aplos Related Parties harmless against any and all loss or damage (including without limitation reasonable attorneys' fees) arising from claims, demand, suits or proceedings ("Claims") brought against Aplos or any Aplos Related Party alleging that (a) the API Materials infringe the intellectual property rights of a third party, (b) any breach of a representation warranty or obligation by you, or on your behalf, or (c) any act or omission by you or made on your behalf of fraud, dishonesty, reckless or willful misconduct, misrepresentation or negligence.
9. User Privacy, Prohibited Actions and Platform Usage.
9.2 API Keys. You may not solicit or use another developer's API key. Where Aplos determines that an API key has been compromised, it reserves the right to reset or revoke the key.
9.3 Confidential Information. You may not facilitate or encourage the publishing of private or confidential information.
9.4 Display. You may not use, display, mirror or frame (including in meta-tags or hidden text) on the Aplos website(s), or any individual element of the website(s) without Aplos' written consent.
9.5 Transparency. You must be transparent with users and may not mislead, confuse, or otherwise surprise users. Your API Application must clearly identify its purpose, functions, access permission and other requirements and you may not request or obtain any personal or confidential information, nor make changes to a user's system that is not directly required for the proper functioning of the API Application. For example, the API Application should not unnecessarily modify a user's account settings, data, device, store, share user's data, or attempt to gain any rights to users' data.
9.6 Modifications and Updates. The API is continually being developed, and will be updated to refine (or remove) existing features and to add additional features as required. You will be solely responsible to maintain and update your API Application as necessary.
9.7 Calls. Aplos reserves the right to limit the number of "calls" accepted by the API, where we believe that the number of calls from an API Application is negatively impacting the Aplos products or services, in Aplos' sole discretion.
9.8 Accuracy. Any information you enter into the Aplos API or any Aplos software or product must be one hundred percent (100%) accurate. You will be responsible for any inaccurate entries made by your company.
9.9 Authority to Access Data. You represent and warrant that your and Aplos' joint client has authorized you, in writing, to access the client's data and to take any and all actions consistent with your performance under this Agreement.
9.10 Compliance with the Law. You will comply with any and all applicable laws and regulations in connection with your performance under this Agreement.
10. Independent Development of Aplos Products and Services.
10.1 You understand and acknowledge that Aplos is independently creating applications, content, and other products or services that may be similar to or in competition with Your API Application. Nothing in this Agreement will be construed as restricting or preventing Aplos, in any way, from creating and fully exploiting such applications, content, and other products or services. You further understand and acknowledge that Aplos may do so without any obligation, financial or otherwise to you.
10.2 Aplos may reveal personal information about developers for attribution purposes, handling inquiries from users or potential users, and other purposes as Aplos may deem necessary or appropriate under this Agreement.
11. Fees. The API is currently provided free of charge. Aplos reserves the right to charge for the API in the future.
12.1 Aplos License Agreement and Terms and Conditions. You agree to be bound by the terms of the Aplos License Agreement and the Aplos Terms and Conditions as they relate to your relationship with Aplos as an Aplos Affiliate, as existing from time to time. In the event of a conflict between this Agreement, the License Agreement and/or the Aplos Terms and Conditions, this Agreement shall control.
12.2 Severability; Waiver. If any provision of this Agreement is held to be invalid by any law, rule, order or regulation of any government or by the final determination of any state or federal court or arbitrator, such invalidity shall not affect the enforceability of any other provision of this Agreement. The failure of Aplos to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
12.3 Integration. This Agreement along with the Aplos License Agreement and the Aplos Terms and Conditions constitute the entire agreement between you and Aplos relating to the API, and replaces all documents, information and other communications (whether spoken or written) between us on this subject. You acknowledge and agree that in entering into this Agreement you are not relying on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
12.4 Assignment. This Agreement is personal to you and may not be transferred, assigned, subcontracted, licensed, charged or otherwise dealt with or disposed of (whether in whole or in part) by you without Aplos' prior written consent. Aplos may transfer this Agreement at any time.
12.5 Relationship of the Parties. Nothing in this Agreement is intended to or will operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party will have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
12.6 Applicable Law; Statute of Limitations. This Agreement shall be construed in accordance with and governed by the laws of the United States and the State of California, without reference to their rules regarding conflicts of law. You hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts in Fresno County, California for all disputes. You agree that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of Aplos.com or this Agreement must be filed within one (1) year after such claim or cause of action arose, or be forever barred.
12.7 Aplos Related Parties. For purposes of this Agreement, "Aplos Related Parties" means any and all parents, subsidiaries, brother and sister companies; predecessors and successors; assignees; owners; members; managers and employees of Aplos as existing from time to time.
12.8 Limitation of Liability and Remedies; No Warranty. You hereby release Aplos, and all Aplos Related Parties and their respective owners, officers, managers, employees and agents from any and all disputes, claims, demands, and/or damages (actual or consequential) of every kind, whether known or unknown, arising out of, or relating to, your use of Aplos products and services, including, but not limited to, Aplos.com.
Aplos' total liability to you for any losses, damages, and causes of action, including but not limited to those based on contract, tort, or otherwise, arising out of your use of Aplos.com, its content or links, and/or any of the services or products offered by or through Aplos, shall never exceed Ten Thousand Dollars ($10,000).
APLOS' PRODUCTS, SERVICES AND APLOS.COM ARE PROVIDED "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE," WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND. APLOS DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND THE IMPLIED CONDITIONS OF SATISFACTORY QUALITY. APLOS MAKES NO REPRESENTATIONS OR WARRANTIES THAT YOUR INTERACTIONS WITH APLOS WILL MEET YOUR REQUIREMENTS.
IN NO EVENT SHALL APLOS OR ANY APLOS RELATED PARTY BE LIABLE FOR ANY COMPENSATORY, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, OR ANY CLAIMS OF YOU OR THIRD PARTIES WHATSOEVER WITH RESPECT TO YOUR TRANSACTIONS WITH APLOS UNDER THIS AGREEMENT. Some states do not allow the exclusion or limitation of liability of consequential or incidental damages, so certain of the above exclusions may not apply to all users; in such states liability is limited to the fullest extent permitted by law.
12.9 Indemnification. You agree to indemnify, defend and hold Aplos and all Aplos Related Parties harmless from any and all claims, demands, liabilities, damages, losses, costs and expenses (including. but not limited to, reasonable attorney fees), arising out of, or related to, your violation of this Agreement, the License Agreement, the Aplos Terms and Conditions or your violation of any law, regulation or third-party right.
12.10 Accuracy and Revisions. Aplos may modify, suspend, withdraw or discontinue, temporarily or permanently, Aplos.com, the services, the products and/or the content contained on Aplos.com, in whole or in part, at any time without notice. You agree that Aplos shall not be liable to you or to any third party for any modification, suspension, withdrawal or discontinuance of any part of the Aplos API, Aplos.com or any services or products. Aplos may, at any time, revise this Agreement by updating this posting. By using Aplos.com, you agree to be bound by any and all such revisions and you agree to periodically visit this page to determine the then current Agreement to which you are bound.
12.11 Acceptance of Terms. You acknowledge and agree that you have read, understand and agree to be bound by, this Agreement and to comply with all applicable laws and regulations, including, without limitation, U.S. export and re-export control laws and regulations regarding the transmission of technical data exported from the United States or the country in which you reside. By your continued use of Aplos.com, you agree to each of the terms and conditions set forth and/or linked herein. You further agree to comply with all local laws, regulations and rules regarding online conduct and acceptable content. You represent that you have the legal authority to accept these terms and conditions on behalf of yourself and any party you represent. If you do not agree to these terms and conditions, you are prohibited from using Aplos.com.
12.12 Confidentiality and Non-Disclosure. Affiliate acknowledges and agrees that Aplos may disclose to Affiliate and/or Affiliate may have access to confidential, proprietary trade secret information of Aplos and/or Aplos customers, vendors or other third parties (the "Confidential Information"). Confidential Information may include, but is not limited to, Aplos software, computer programs, flowcharts, diagrams, manuals, schematics, development tools, specifications, design documents, marketing information, financial information or business plans, customer information, vendor information. During the term of this Agreement and for a period of at least three (3) years thereafter, Affiliate agrees that it will not, without the express prior written consent of Aplos, (i) use the Confidential Information for any purpose other than to carry out Affiliate's obligations under this Agreement or (ii) disclose any Confidential Information or any part thereof to any third party, except to the extent that such Confidential Information a) is or becomes generally available to the public through no fault of Affiliate; b) is rightfully received by Affiliate from a third party without limitation as to its use and without breaching any confidentiality obligations; or c) is independently developed by Affiliate. At the termination of this Agreement, Affiliate will immediately return all Confidential Information to Aplos.
12.13 Ownership of Intellectual Property. Aplos.com may contain information, including but not limited to: content, advertisements, text, photographs, designs, graphics, images, sound and video recordings, animation and other materials and effects (collectively, the "Content") that are protected by copyrights, trademarks, service marks, trade dress, patents or other intellectual or proprietary rights owned by Aplos or third parties. All trademarks and copyrighted information contained on Aplos.com are the property of their respective owners. Aplos retains all rights (including, but not limited to, intellectual property rights), title and interest in Aplos.com, Aplos.com technology, and all underlying technology and data, including, but not limited to, any enhancements, software, applications and improvements related to Aplos.com. You may not remove from any electronic or printed copy any copyright, trademark, or other proprietary notice.