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Service Agreement

(APEER PROFESSIONAL VERSION)

IMPORTANT: BY USING THE APEER SOFTWARE AND SERVICE, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS SERVICE AGREEMENT AND TERMS OF USE (“AGREEMENT”). THIS IS A LEGAL AGREEMENT BETWEEN YOU (“YOU”) AND APEER INC. (“APEER”).

BY CLICKING ON “ACCEPT,” YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND WILL BE BOUND BY ITS TERMS AND CONDITIONS.

IF YOU HAVE ANY QUESTIONS ABOUT THIS AGREEMENT, THE APEER PRIVACY POLICY OR OTHER PRACTICE OR PROCEDURE, YOU MAY COMMUNICATE WITH US BY SENDING AN EMAIL TO support@apeer.com.

TERMS & CONDITIONS

Payment for Service: YOU agree to pay for the Service, and YOU agree that APEER may charge YOUR credit card or PayPal account in payment for the Service and applicable taxes. YOU are responsible for the timely payment of all Service fees and for providing APEER with valid credit card or PayPal account information. All Service fees will be billed to the credit card or PayPal account designated by YOU, or on YOUR behalf, during the registration process. If YOU want to designate a different credit card or PayPal account, or there is a change in YOUR account status, YOU must edit YOUR account information at www.apeer.com. The availability of the Service and the corresponding Service fees are subject to change at any time.
License: APEER grants to YOU a restricted, non-exclusive, non-sublicensable license to use (a) the APEER software, professional version, including any new releases as well as updates and upgrades (collectively “Software”), and (b) the services and the network related thereto (collectively “Service”) that may be provided by APEER during the term of this Agreement.
Compliance: YOUR use of the Software and Service is subject to YOUR compliance with all of the terms and conditions of this Agreement and the policies of APEER as posted from time to time at www.apeer.com, including without limitation APEER™’s Privacy Policy. By downloading and using the Software YOU acknowledge that YOU have read and agree to be bound by all such policies. APEER reserves the right to modify or discontinue YOUR access to the Service, the distribution of any content through the Service, or to change the terms of use of the Software and/or Service, or to change any APEER policy at any time with or without prior notice.
Restrictions: As a condition of YOU using the Software and Service, YOU agree that you will not (a) use the Software or Service to download, upload, use, share with others or otherwise copy or distribute music, movies, images or other content for which you have not obtained all necessary rights from the owner or rightful licensor of such content; (b) modify content identifiers (such as the title or the name of the creator of that content) in order to disguise the ownership, origin or description of any content; (c) download, upload, use, share with others or otherwise copy or distribute any content that is defamatory, harassing, obscene, invasive of another’s privacy, or is otherwise illegal; (d) harm minors in any way, including without limitation by sharing with others or otherwise copying or distributing child pornography; (e) upload, share with others or otherwise distribute any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or that of any other equipment or device; (f) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; (g) export or re-export the Software except in compliance with the export control laws of the United States and other relevant jurisdictions; or (h) collect any information about APEER™’s network or users of the Software or Service by monitoring, interdicting or intercepting any process of the Software or Service.
Termination of Service: In the event that we learn or receive notice that YOUR use of the Software or Service (including without limitation YOUR distribution of content through the Service) infringes the intellectual property rights of a third party or if YOU share with others or otherwise copy or distribute material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive or encourages conduct that would be considered a criminal offense or that could give rise to civil liability or that otherwise violates any law, regulation, the terms of this Agreement or any of our policies, we reserve the right to terminate YOUR use of the Software and Service and to remove any files that may be stored on or otherwise transmitted by our Service, with or without notice. We also reserve the right to decide whether content shared by YOU with others using the Software or Service is appropriate and complies with this Agreement. Upon any such termination, YOU will then cease any and all use of the Software and Service and will remove the Software from all hard drives, networks, and other storage media and destroy all originals and copies of the Software in YOUR possession or under YOUR control.
System and Network Requirements: Use of the Software and Service requires a compatible device and Internet access. Use of the Software and Service may require additional software and updates or upgrades from time to time. Because use of the Software and Service involves hardware, software and Internet access, the availability of the Service and/or YOUR ability to use the Software and Service may be affected by the performance of these factors. High speed Internet access is strongly recommended. YOU acknowledge that such system and network requirements, which may be changed from time to time, are YOUR responsibility.
Intellectual Property: The patents, copyrights, trade secrets and all other intellectual property rights in the Software, product documentation and Service (including any images, video, audio, music and text incorporated in them) and all trademarks and trade names associated with them are owned by APEER or its suppliers and are protected by the patent, copyright, trademark and other laws of the United States and other nations and by international treaty provisions. YOU may not use any of them except as expressly permitted in this Agreement. APEER expressly retains all intellectual property and other rights not expressly granted to YOU under license in this Agreement.
Third-Party Software and Service: Portions of the Software may contain software licensed from third parties and are subject to the terms and conditions of third-party license agreements. Portions of the Service may be provided or rendered by third parties and are subject to the terms and conditions of third-party service agreements. YOU agree to comply with all the terms and conditions of all such third-party agreements as posted at www.apeer.com.
YOUR Information: APEER”™s collection and use of (a) any and all information provided by YOU and (b) any and all information and data which may be collected by APEER in connection with YOUR use of the Software or Service shall at all times be subject to APEER”™s then current Privacy Policy as posted at www.apeer.com.
YOUR Duty to Provide Current and Complete Information: YOU agree to provide accurate, current and complete information required to register with the Service and at other times as may be required in the course of using the Service. YOU further agree to maintain and update this information as required to keep it accurate, current and complete. APEER may terminate YOUR rights to any or all of the Software and Service if any information YOU provide is false, inaccurate or incomplete. YOU agree that APEER may store and use the financial information YOU provide, including credit card and PayPal account information, for use only in maintaining YOUR accounts and billing Service fees to YOUR account.
Consent: YOU agree that APEER and its affiliates may collect and use all non-financial information obtained from YOU and about YOU, YOUR usage of the Software and Service, YOUR computer and other devices, YOUR operating system and application software, and any other data collected in conjunction with YOUR use of the Software or Service. We reserve the right at any time to conduct diagnostics and monitor the performance of the Software and Service. YOU agree that APEER has the right, without liability to YOU, to disclose any registration data and/or account information to law enforcement agencies, government officials and other third parties as APEER believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement.
YOUR Account: As a registered user of the Service, YOU may be required to establish an account. YOU may edit your account information at any time at www.apeer.com. YOU are solely responsible for maintaining the confidentiality and security of YOUR account. YOU should not reveal YOUR account information to anyone else or use anyone else’s account. YOU are solely and entirely responsible for all activities that occur on or through YOUR account, and YOU agree to immediately notify APEER of any unauthorized use of YOUR account or any other breach of security. APEER shall not be responsible for any losses arising out of the unauthorized use of YOUR account.
Security: YOU understand that the Service includes a security framework using technology that protects digital information and content. YOU agree not to violate or attempt to violate this security framework or any of its components. YOU agree not to attempt to, or assist another person to, circumvent, reverse engineer, decompile, disassemble or otherwise tamper with the security framework or any of its components. YOU shall not access or attempt to access the Service by any means other than through the Software. YOU shall not access or attempt to access an account that YOU are not authorized to access. YOU agree not to modify the Software in any manner or form, or to use modified versions of the Software, for any purposes including obtaining unauthorized access to the Service. Violations of the Service’s security framework or network security may result in civil or criminal liability.
Disclaimers: APEER PROVIDES THE SOFTWARE AND THE SERVICE "AS IS" AND "AS AVAILABLE." YOU ASSUME ALL RISKS IN USING THE SOFTWARE AND THE SERVICE. APEER IS NOT RESPONSIBLE FOR THE ACCURACY, INTEGRITY, QUALITY, INOFFENSIVENESS OR LEGALITY OF ANY CONTENT SHARED THROUGH, COPIED OR OTHERWISE DISTRIBUTED THROUGH THE SERVICE. APEER HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, WITH REGARD TO THE SOFTWARE AND THE SERVICE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
APEER DISCLAIMS ALL LIABILITY, EXPRESS AND IMPLIED, RELATED TO YOUR USE OF THE SOFTWARE AND SERVICE. WITHOUT LIMITATION, YOU AGREE THAT APEER, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS AND LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR OTHER INDIRECT DAMAGES, EVEN IF APEER BECOMES AWARE OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE RECOURSE IN THE EVENT THAT YOU ARE NOT SATISFIED WITH THE SOFTWARE OR THE SERVICE OR IN THE EVENT THAT YOU SUFFER FINANCIAL OR OTHER INJURY OR DAMAGE IS TO CEASE USING THE SOFTWARE AND THE SERVICE. SOME STATES DO NOT ALLOW THE EXCLUSION OF ALL DAMAGES OR INDIRECT DAMAGES, AND IN SUCH EVENT, YOU AGREE THAT THE LIMIT OF APEER™’s LIABILITY SHALL BE FIFTEEN DOLLARS.
Indemnity: YOU agree to defend, indemnify and hold APEER harmless from each and every violation by YOU of the terms and conditions of this Agreement.
Governing Law and Dispute Resolution: This Agreement shall be governed under California law, excluding its body of law relating to conflicts of law. YOU expressly agree that exclusive jurisdiction for any claim or dispute arising from or in connection with this Agreement or YOUR use of the Software or Service resides in the courts of the State of California.

Last updated September 9, 2008.