TERMS OF SERVICE

Last updated: May 1st, 2014

The www.apsulute.com website is composed and operated by APSU, L.L.C., and/or its affiliates. Collectively these will be noted as APSU™ (“APSU”).

The APSU website use is offered to you on the condition that you accept these Terms of Use, without modification of the terms, conditions, and notices herein. Your use of the website constitutes your acceptance of all these terms, conditions, and notices.

Privacy Policy and Protection of Personal Information

To view the Privacy Policy and our policies regarding the protection of and use of your personal information, please visit the APSU website’s Privacy Policy link.

Table of Contents

1. Definitions

2. Purchased Services

3. Use of the Services

4. Communication Utilities

5. Third-Party Providers and Links

6. Proprietary Rights and Intellectual Property Rights

7. Website Disclaimers and Liability Limitations

8. DMCA Notifications of Claims of Infringements

9. Confidentiality

10. Terms and Termination

11. General Provisions

1. DEFINITIONS

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

“Order Form” means ordering documents for purchases and services hereunder, including addenda thereto, which are entered into between you and us from time to time. Order Forms shall be deemed incorporated herein by reference.

“Purchased Services” means Services that you or your affiliates purchase under an Order Form.

“Services” means the online, Web-based applications and platform provided by us via www.apsulute.com.

“Third-Party Applications” means online, Web-based applications and offline software products that are provided by third parties, interoperate with the Services, and are identified as third-party applications, including, but not limited to those listed on APSU.

“Users” means individuals who are authorized by you to use our Services, for whom subscriptions to a Service have been purchased, and who have been supplied user identifications and passwords by you (or by us at your request). Users may include but are not limited to your employees, consultants, contractors and agents; or third parties with which you transact business.

“We,” “Us” or “Our” means who you are contracting with, notices, governing law and jurisdiction.

“You” or “Your” means the company or other legal entity for which you are accepting this Agreement and affiliates of that company or entity. “Your Data” means all electronic data or information submitted by you for the Purchased Services.

2.  PURCHASED SERVICES

We shall make the Purchased Services available to you pursuant to this Agreement and the relevant Order Forms. You agree that your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by us regarding future functionality or features.

3. USE OF THE SERVICES

We shall: (i) provide to you basic support for the Purchased Services at no additional charge, and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which we shall give at least 8 hours notice via the website, and which we shall schedule to the extent practicable during the weekend hours from 6:00 pm Pacific time Friday to 9:00 am (Pacific time Monday), or (b) any unavailability caused by circumstances beyond our reasonable control, including without limitation, acts of God, acts of government, acts of nature such as: flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), or Internet service provider failures or delays, and (iii) provide the Purchased Services only in accordance with applicable laws and government regulations.

You shall (i) be responsible for Users’ compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of your data and of the means by which you acquired your data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with the applicable laws and government regulations. You shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.

No Unlawful or Prohibited Use

Part of your agreement with APSU is that you will NOT use the APSU website for any purpose that could be deemed unlawful or is prohibited by the terms, conditions, notices, and policies of APSU. Users agree that all information given is true and agrees not to falsify any information provided to APSU. You may NOT use the APSU website in a manner which could/may damage, disable, overburden, or impair any aspect of the APSU website, the network or networks connected to the APSU website, or interfere with any other party’s ability to use or enjoyment of the APSU website. Any unauthorized attempts to gain access to the APSU website, or other individual accounts, any computer systems or networks connected to any APSU website, through any means, including; hacking, password mining, or any other means, is strictly prohibited. Further, you may not in any way attempt to obtain any materials or information not intentionally made public/available, through the APSU website.

4. Communication Utilities (Blog)

The APSU website contains communication and messaging utilities with the purpose of enabling you with limited communication with others (These services will be deemed collectively as “Communication Utilities”). You consent to use the Communication Utilities only for their designated purpose, including blogging, posting, sending, and receiving messages and material that are related and proper.

You agree to not use the Communication Utilities for and not limited to any of the following: Defamation, abuse, harassment, stalking, threatening, or in any other way violating the legal rights of others. Further you agree to not use the Communication Utilities to dispense surveys, contests, chain letters, pyramid schemes, junk email, spam, or any other unsolicited messages that are not directly related to the intended purpose of the APSU website. Do not attempt any of the following: Publish, post, upload, distribute, disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information. Upload files that contain software or other material protected by intellectual property laws (unless you own or control rights or have received the necessary consent to). Upload files that contain viruses, Trojan horses, worms, time bombs, cancel bots, corrupted files, and/ or any other similar software or programs that may damage the operation of another’s computer or property, or damage the APSU website in any way. Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded. Restrict or inhibit any other user from using and enjoying the Communication Utilities. Violate any code of conduct or other guidelines which may be applicable for any particular Communication Utilities. Harvest or otherwise collect information about others, including e-mail addresses. Violate any applicable laws or regulations. Create a false identity. Use, download, copy or provide to a person or entity any directory of users of a APSU Website other user or usage information or any portion thereof. APSU has no obligation to monitor the Communication Utilities. However, APSU does reserve the right to review the materials posted to the Communication Utility and to remove any materials at our sole discretion. APSU reserves the right to terminate your ability to access the Communication Utilities at any time, without notice, for any reason whatsoever. APSU also reserves the right to, at all times, disclose any information as APSU deems necessary to satisfy any laws, regulations, legal process or governmental request. To edit, refuse, refuse to post, or remove any information or materials in whole or part, without notice. Caution must always be used when giving out any personally identifiably information about yourself, spouse, or dependants, especially when utilizing the Communication Utilities. APSU does not endorse or control the content, messages, or any other information sent or received through the Communication Utilities, and as such disclaims any liability in relation to the Communication Utilities, and any actions resulting from your participation in any Communication Utility. Users may not be authorized spokespersons of APSU, and the views expressed by these individuals may or may not by endorsed by the APSU Website. Materials uploaded to the Communication Utilities maybe be subject to limitation on usage, reproduction, or dissemination, you are responsible for adhering to such limitations if you download the materials.

Materials Provided or Posted

The APSU Website does not claim ownership or responsibility for any of the materials provided or posted (“Documents”) on the APSU website, including but not limited to any Documents; posted, imputed, uploaded, or submitted. However, your submission of said Documents to the APSU website, is your consent, without limitation, of the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat your Documents; and to publish your name, and anyone else’s name associated/connected with said Documents. The user will receive no compensation (payment) for the posting of said Documents. APSU has no obligation to post or use any of the Documents you provide, and has the right to remove any Documents at our discretion. Any of the Documents posted or provided to APSU, by you, is your consent that you control or own the rights to said Documents, and thus take sole responsibility for the content of the Documents, therefore eliminating APSU for any responsibility or liability from said Documents.

APSU Website Content and End User Agreement

All content that is made available by APSU to be viewed or downloaded, excluding content posted by the end user, is owned by and is the strict copyrighted work of APSU, and is protected by all copyright laws and international treaty provisions. Your use of the website, as an end user is governed by the regulations outlined in this Terms of Use and all other policies, notices, licensing and legal documents, that you, as the end user, are consenting to/agreeing to, by your utilization of the APSU website. If you do not consent or disagree with any of the rules/regulations outlined in any of the end user agreements, you must cease all use/utilization of the APSU website immediately. Any reproduction or redistribution of the content and/or software and/or any other aspect of the APSU products are expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

5. THIRD-PARTY PROVIDERS AND LINKS

Any other acquisition by you of third-party products or services, including but not limited to Third-Party Applications and implementation, customization and other consulting services, and any exchange of data between you and any third-party provider, is solely between you and the applicable third-party provider. We do not warrant or support third-party products or services. No purchase of third-party products or services is required to use our Services.

6. PROPRIETARY RIGHTS AND INTELLECTUAL PROPERTY

Your use of our website and services is your consent to allow APSU to use your business name and business logos for APSU promotional purposes. APSU will only use this information as it relates to your use of our services within the scope of this Terms of Use.

Reservation of Rights. Subject to the limited rights expressly granted hereunder, we reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.

Restrictions. You shall not (i) permit any third party to access the Services except as permitted herein or in an Order Form, (ii) create derivate works based on the Services, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on your own intranets or otherwise for your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.

Ownership of Your Data. As between us and you, you exclusively own all rights, title and interest in and to all of Your Data.

Suggestions. You agree to grant to APSU a non-exclusive, worldwide, royalty-free, perpetual license, with the right to sublicense, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any materials and other information (including, without limitation, ideas contained therein for new or improved products or services) you submit to public areas of APSU (such as BBSs, forums and chat rooms) by all means and in any media now known or hereafter developed. You hereby waive all rights, legal, moral or otherwise, in any such materials and information, and you hereby warrant that any such materials and information are original with you, or that you have the right to submit such materials and information. You agree that you shall have no recourse against APSU for any alleged or actual infringement or misappropriation of any proprietary right in your communication.

Operation. APSU reserves complete and sole discretion with respect to the operation of APSU website. APSU may, among other things: (a) delete communications between members if it has not been accessed by a User within the time established by APSU policies; (b) make available to third parties information relating to APSU and Users; and (c) withdraw, suspend or discontinue any functionality or feature of APSU. APSU assumes no responsibility or liability for any content or activity, lawful or otherwise, occurring at any time on APSU’s website.

APSU may, in its complete and sole discretion, review uploaded files, conferences, BBSs, forums, and chats and authorize restrictions on access thereto. APSU will not review the contents of email except as required or allowed by applicable law or legal process.

Content. Statements made in websites, newsgroups, message boards, email, forums, conferences and chats reflect only the views of their authors.  Forum managers, forum hosts, or Merchants appearing on APSU are not authorized APSU spokespersons, and their views do not necessarily reflect those of APSU.

Copyright. The entire contents of APSU website are copyrighted as a collective work under the laws of United States of America and other copyright laws. APSU holds the copyright in the collective work. The collective work includes works which are the property of the Information Providers which are also protected by copyright and other intellectual property laws.

You may display (conditional upon any expressly stated restrictions or limitations relating to specific material) download portions of the material from the different areas of APSU solely for your own use, unless otherwise permitted. Any redistribution retransmission or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner. You agree not to change or delete any proprietary notices from materials downloaded from APSU.

Review of Postings and Uploads. APSU does not and cannot review all communications and materials posted or uploaded to APSU and are not responsible for the content of these communications and materials. However, APSU reserves the right to block or remove communications or materials that it determines, upon being made aware of any matters it deems inappropriate, and in its sole discretion, to be (a) abusive, libelous, defamatory or obscene, (b) fraudulent, deceptive, or misleading, (c) in violation of a copyright or trademark, other intellectual property right of another or (d) offensive or otherwise unacceptable to APSU.

ANY MESSAGES, ADVICE, OPINIONS OR OTHER INFORMATION CONTAINED IN ANY DISCUSSION AREA SHOULD NOT BE CONSTRUED AS PROFESSIONAL OR MEDICAL ADVICE OR INSTRUCTION NOR THE OPINION OF ANYONE IN ANY WAY AFFILIATED WITH APSU OR ITS INFORMATION PROVIDERS, INCLUDING WITHOUT LIMITATION, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR OTHER STAFF AND AGENTS.

On-line Communications. Your participation in on-line communications occurs in real-time and is not edited, censored, or otherwise controlled by APSU. APSU cannot and does not screen content provided by you to APSU. In reserving the right to monitor these activities, APSU assumes no responsibility or liability for any content or activity, lawful or otherwise, occurring at any time on APSU.

You may send and receive electronic mail (“email”), engage in conferences and chats, download and upload files and otherwise use APSU as permitted by this Agreement, APSU operating policies and applicable law. Files that you upload, public messages that you send and your activity in conferences and chats are subject to review, modification and deletion without notice by the forum manager responsible for the APSU area where you’re uploading or other activity takes place (or by an individual designated by such forum manager for such purpose).

APSU’s operating policies relating to online conduct, storage and deletion of email and uploaded files, conferences, Bulletin boards (“BBSs”) and other matters are available and/or will be made available online. APSU reserves the right in its sole discretion to change such policies at any time. Files uploaded to a BBS may be subject to posted limitations on usage, reproduction and/or dissemination, and you are responsible for adhering to such limitations if you download them. The discretion of APSU or any of its agents to review, modify, or delete information as forum manager is not an assumption of responsibility or liability for any content or activity, lawful or otherwise, occurring at any time on APSU, nor should that discretion be read to imply any such assumption. APSU assumes no responsibility or liability for any content or activity, lawful or otherwise, occurring at any time on APSU.

You are responsible for your communications and your use of APSU. You may not, under any circumstances, do any of the following: (a) use simultaneous, unattended or continuous connections to APSU with just one account; (b) post or transmit any message which is libelous or defamatory; (c) post or transmit any message, data, image or program which is indecent, obscene or pornographic; (d) post or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion; (e) use APSU to threaten, harass, stalk, abuse, or otherwise violate the legal rights (including rights of privacy and publicity) of others; (f) intercept or attempt to intercept email or other private communications not intended for you; (g) send email to users or other Internet users for any purpose other than personal communication, including to advertise or offer to unsolicited sell goods or services to other Users, use as a mass unsolicited distribution medium to communicate a generally unsolicited message, or use your email account as an address to which users or other Internet users need to respond (except as otherwise expressly permitted by APSU; (h) send unsolicited email messages through third-party mail servers in order to relay your email or hide the origination of your email to others; (i) upload or download files that contain software or other material protected by intellectual property laws, rights of privacy or publicity, or any other applicable law unless you own or control the rights to such files or have received all necessary consents; (j) upload files that contain a virus or corrupted data; (k) delete any author attributions, legal notices or proprietary designations or labels in a file that you upload to a BBS or APSU; (l) falsify the source or origin of software or other material contained in a file that you upload to a BBS or APSU; (m) use APSU in a manner that adversely affects the availability of its resources to other Users; (n) use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity that is not a subscriber to APSU the User directory or any portion thereof other than for personal, noncommercial purposes (except as otherwise expressly permitted by APSU); (o) falsely purport to be an employee or agent of APSU (p) cause repeated disruptive incidents; or (q) act, or fail to act, in your use of APSU, in a manner that is contrary to applicable law or regulation.

7. WEBSITE DISCLAIMERS AND LIABILITY LIMITATIONS

Your use of our website or any of the information, links, products or services offered on this Site (collectively, the “Services”) is subject to these Terms of Use. The APSU Website, at its sole discretion, may change the Terms of Use, conditions and operation of this website at anytime without notice to you. By using this Site and/or any of its Services, you agree to these Terms, including any modifications we make, and further waive any rights or claims you may have against us.

  1. Some of the Services may be subject to additional posted conditions. Your use of those Services is subject to those conditions, which are incorporated into these Terms by reference. In the event of an inconsistency between these Terms and any additional posted conditions, the provisions of the additional conditions shall control.
  2. The content available through the website is the sole property of APSU or its advertisers, suppliers or licensors. All material published on our site, including, but not limited to, written content, photographs, graphics, images, illustrations, marks, logos, sound or video clips, and Flash animation, are protected by patent, copyright, trademark and other intellectual property laws. Except as otherwise explicitly agreed in writing, the content received through the site may be downloaded, displayed, and printed for your personal, non-commercial use only. Content owned by APSU or our advertisers, suppliers or licensors may be subject to additional restrictions. You agree not to modify, reproduce, retransmit, distribute, disseminate, sell, publish, reverse engineer, create derivative works of, broadcast, circulate or in any way exploit any of the materials or content received through the site to anyone without our express prior written consent.
  3. You may be exposed to content that you find offensive, indecent, or objectionable or that is inaccurate, and you bear all risks associated with using that content. We have the right, but not the obligation, to remove any content that may, in our sole discretion, violate these Terms or that is otherwise objectionable.
  4. Our site may contain links to other sites owned by third parties. Your use of each of those sites is subject to the conditions, if any, that each of those sites has posted. We have no control over sites that are not ours, and we are not responsible for any changes to or content on them. Our inclusion on our site of any third party content or a link to a third party site is not an endorsement of that content or third party site.
  5. By using this site, you agree under penalty of perjury to make the following statements:
  6. I am of legal age to view material discussed above, in accordance with the laws of the region in which I reside.
  7. Any material that I am viewing is exclusively for my own personal use and I will not give, sell or otherwise provide any of it to anyone else.
  8. I believe I have the unalienable right to read and/or view any type of material I choose.
  9. I am aware of the standards of my local community with respect to the materials offered on this site; I am familiar with the materials offered by this site; and I represent, warrant and certify that the links, information, and use of materials on this site do not violate any standard or law that applies to me. In the event that a law that applies to me comes in to affect that would prevent me from viewing material on this site, I agree to no longer access this site.
  10. I recognize that this site has no control over the content of websites which are listed or linked on it and that it takes no responsibility for the content of those other sites.
  11. By viewing and/or using this site, you agree that APSU will not be liable for any commercial loss; inconvenience; loss of use, time, data, goodwill, revenues, profits, or savings; or any other special, incidental, indirect, or consequential damages in any way related to or arising from your use of this site. You agree to defend, indemnify and hold harmless APSU, its employees, directors, shareholders, members, officers, agents, subsidiaries and affiliates from any and all claims, losses, damages, causes of action, liabilities and expenses (including reasonable attorneys’ fees) related to or arising out of your use of the site, including without limitation claims made by third parties related to your use of the site.
  12. We and our advertisers, suppliers and licensors provide this website on an “as is” and “as provided” basis, without any warranty or condition of any kind, express or implied, and specifically disclaim any implied warranties of non-infringement, title, merchantability, fitness for a particular purpose and availability of the site or services. Some countries do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. We make no representation that the site and/or services will be uninterrupted or error, force majeure, bug or virus free and shall not be held responsible in any way or by any means, either directly or indirectly, for any communications difficulties, access delays, any interruption and/or data delivery, non-delivery, mis-delivery, corruption, destruction, or events.
  13. Without limiting the foregoing, we shall not be liable to you or your business for any indirect, incidental, consequential, exemplary, special, or punitive damages or lost or imputed profits or royalties arising out of your use of this site or any goods or services provided, whether for breach of warranty or any obligation arising therefrom or otherwise, whether liability is asserted in contract or tort (including negligence and strict product liability) and irrespective of whether you have been advised of the possibility of any such loss or damage. You hereby waive any claim that these exclusions deprive you of an adequate remedy. In no event shall either party’s aggregate liability arising out of or related to this agreement, whether in contract, tort or under any other theory of liability, exceed the total amount paid by you hereunder in the 12 months preceding the incident.
  14. Use of our site is subject to existing laws and legal process. Nothing contained in these Terms shall limit our right to comply with governmental, court, and law enforcement requests or requirements relating to your use of our site.
  15. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our site, services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

8. DMCA Notifications of Claims of Infringement

If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify our agent for notice of claims of copyright or other intellectual property infringement (“Agent”), at our “Contact Us” page.

Please provide our Agent with the following Notice:

  1. Identify the material on our site that you claim is infringing, with enough detail so that we may locate it on the website;
  2. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  3. A statement by you declaring under penalty of perjury that (1) the above information in your Notice is accurate, and (2) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner;
  4. Your address, telephone number, and email address; and
  5. Your physical or electronic signature.

We will remove the infringing posting(s), subject to the procedures outlined in the Digital Millennium Copyright Act (DMCA).

9. CONFIDENTIALTY

As used herein, “Confidential Information” means all confidential information disclosed by a party (” Disclosing Party“) to the other party (” Receiving Party“), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

Without limiting the above, we shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law or as expressly permitted in writing by you, or (c) access Your Data except to provide the Services or prevent or address service or technical problems, or at your request in connection with customer support matters.

The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

10. TERMS AND TERMINATION

This Agreement commences on the date you proceed with using the website.

11. GENERAL PROVISIONS

Software Malfunction or Website Interruption

APSU will make its best efforts to maintain its products and services as operational at all times. We are not liable for any known or unknown interruptions in our products, the website or its services. You agree to defend, indemnify and hold harmless APSU, its employees, directors, shareholders, members, officers, agents, subsidiaries and affiliates from any and all claims, losses, damages, causes of action, liabilities and expenses (including reasonable attorneys’ fees) related to or arising out of any software malfunctions or website service interruption, including without limitation claims made by third parties related to your use of the site.

Jurisdiction

By visiting this website you agree that in all matters relating to this website, you shall be governed by the laws of the State of Hawaii, County of Maui, as applicable. You may not use this website if law prohibits you from doing so in the country in which you reside. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

Notice

Who you are contracting with under this Agreement, who you should direct notices to under this Agreement, what law will apply in any lawsuit arising out of or in connection with this Agreement, and which courts can adjudicate any such lawsuit, shall be governed by and construed in accordance with the laws of the State of Hawaii. You agree that any legal action or proceeding between APSU and you for any purpose concerning this Agreement or the parties’ obligations hereunder shall be brought exclusively in a court of competent jurisdiction for Maui County, Hawaii, United States of America. Any cause of action or claim you may have with respect to APSU must be commenced within one (1) year after the claim or cause of action arises. APSU ‘s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. APSU may assign its rights and duties under this Agreement to any party at any time without notice to you.

Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnification claim). Notices to you shall be addressed to the system administrator designated by you for your relevant Services account, and in the case of billing-related notices, to the relevant billing contact designated by you.

Notices should be addressed to:

APSU, L.L.C.

Attn: Manager

P.O. Box 790705
PAIA, Hawaii 96779

Computer Fraud

Any unauthorized use of our computer systems is a violation of this Agreement and certain federal and state laws, including without limitation the Computer Fraud and Abuse Act (18 U.S.C. § 1030 et seq.), relevant state statutes and the laws of the other states and territories of the USA. Such violations may subject the offender and his or her agents to civil and criminal penalties.

No Agency

Our relationship is that of independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relations is intended or created by these Terms or your use of the site.

Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

Attorney Fees

You shall pay on demand all of our reasonable attorney fees and other costs incurred by us to collect any fees or charges due us under this Agreement following your breach of Section 7. Any disputes that may arise from these Terms and Conditions of Use shall be governed by the Laws of the United States and subject to the Jurisdiction of Hawaii Courts.

Assignment

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

Entire Agreement

This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in your purchase order or other order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

Termination/ Access Restriction

These Terms of Use constitute the entire agreement between this site and you with respect to your use of this website. We may immediately terminate any user’s access to or use of the site due to such user’s breach of these Terms of Use or other unauthorized use of the site. Any cause of action you may have hereunder or with respect to your use of the site must be commenced within one (1) year after the claim or cause of action arises. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of any such right or provision. If for any reason a court of competent jurisdiction finds any provision of these Terms, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms, and the remainder of these Terms shall continue in full force and effect.

Modification of Terms of Use and Fees

We reserve the right to change the terms, notices, and conditions of services, of the APSU website, including but not limited to, the products and services offered. It is solely your responsibility to regularly review these Terms of Use and the other Policies of the APSU website, to ensure you are up to date with all the terms, conditions, and charges, associated with APSU. Your continued use of the APSU website, signifies your consent and agreement to all APSU policies, terms, conditions, and notices.

Contact Information

If you have questions or concerns regarding these terms, you should email APSU at our “Contact Us” page.