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Terms of Service

Last Modified: November 26, 2017

1. Your Acceptance

Welcome to the Terms of Service for Apsona. This is an agreement ("Agreement") between SFAFINITY, Inc. dba apsona.com ("Apsona"), the owner and operator of www.apsona.com website and the Apsona software, components, and any associated software or services offered (collectively the "Platform") and you ("you", "your" or "user(s)"), a user of the Platform.

Throughout this Agreement, the words "Apsona", "us", "we", and "our" refer to our company, Apsona, as is appropriate in the context of the use of the words.

By clicking “I agree”, accessing, or using the Platform you agree to be bound by this Agreement and the Privacy Policy. We may amend our Terms of Service or the Privacy Policy and may notify you when we do so, and you agree to be bound by the amended Terms of Service and/or Privacy Policy. PLEASE BE AWARE THAT THERE ARE ARBITRATION AND CLASS ACTION PROVISIONS THAT MAY AFFECT YOUR RIGHTS. If you do not agree to the Terms of Service or the Privacy Policy please cease using our Platform immediately.

2. User Information and Accounts

Users may be required to register on the Platform or share their information via the Salesforce AppExchange (the “Exchange”) before accessing portions of the Platform. Your information will be collected and disclosed in accordance with our Privacy Policy. All users are required to provide truthful and accurate information when registering for our Platform and must be over the age of 18. We reserve the right to verify all user credentials and to reject any users. You are entirely responsible for maintaining the confidentiality of password and account and for any and all activities that occur under your account. You agree to notify Apsona immediately of any unauthorized use of your account or any other breach of security. Apsona will not be liable for any losses you incur as a result of someone else using your password or account, either with or without your knowledge. If you are registering on behalf of your company, you represent and warrant that you are authorized by your company to create an account on your company’s behalf and you represent and warrant that you are authorized by your company to incur financial obligations and enter into legally binding agreements on behalf of your company.

3. Access and License Grant to You

After registering and properly paying for our Platform, where required, we grant you limited, personal, and fully revocable access to the Platform. Please be aware that some Paid Subscriptions (defined below) require multiple licenses or purchases. As a user, you do not receive any ownership interest in any portion of the Platform; you merely receive the aforementioned revocable license or access listed above. All rights not explicitly granted are reserved for Apsona. If you breach any of our usage guidelines, as stated below, we may revoke your license or your access to use our Platform at our discretion. Additionally, we may revoke your license or restrict your access to our Platform if we believe that your actions may harm us, our business interests, or any of our users. Failure by us to revoke your license or restrict access does not act as a waiver of your conduct or a waiver of our right to revoke at a subsequent point in time for any of your prior or new actions constituting breach.

4. Prohibited Actions While Using the Platform

When using our Platform, you are responsible for your and for any use of Apsona made using your account. You agree to the following:

·      You must not copy, distribute or disclose any part of the Platform in any medium, including without limitation by any automated or non-automated “scraping”;

·      You must not attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Platform;

·      You must not use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Platform or to extract data;

·      You must not use automated bots or other software to send more messages through our Platform than humanly possible;

·      You must not share your license or access with any other parties;

·      You must not use the Platform on a computer that is used to operate nuclear facilities, life support, or other mission critical applications where life or property may be at stake;

·      You must not decompile, reverse engineer, disassemble, modify, rent, sell, lease, loan, distribute, or create derivative works or improvements to the Platform or any portion of it;

·      You must not access our Platform in an attempt to build a similar or other competitive product;

·      You must not take any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;

·      You must not collect or harvest any personally identifiable information, including account names, from the Platform;

·      You must not impersonate any person or entity or misrepresent your affiliation with a person or entity;

·      You must not violate or infringe other people's intellectual property, privacy, or other contractual rights while using our Platform;

·      You must not violate any requirements, procedures, policies or regulations of networks connected to Apsona;

·      You must not sell, lease, loan, distribute, transfer, or sublicense the Platform or access to it or derive income from the use or provision of the Platform unless enabled through the functionality of our Platform;

·      You must not interfere with or disrupt the Platform;

·      You must not violate any law or regulation and you solely are responsible for such violations;

·      You agree that you will not hold Apsona responsible for your use of our Platform; and

·      You agree not to cause, or aid in, the disruption, destruction, manipulation, removal, disabling, or impairment of any portion of our Platform, including the de-indexing or de-caching of any portion of our Platform from a third party’s website, such as by requesting its removal from a search engine.

If you are discovered to be undertaking any of the aforementioned actions your privileges to use our Platform may at our discretion be terminated or suspended. Generally, we will provide an explanation for any suspension or termination of your use of any of our Platform, but Apsona reserves the right to suspend or terminate any account at any time without notice or explanation.

5. Platform Availability

Although we try to provide continuous availability to you, we do not guarantee that the Platform will always be available, work, or be accessible at any particular time. Specifically, we do not guarantee any uptime or specific availability of the Platform. You agree and acknowledge that the Platform uses remote access and may not always be either 100% reliable or available. Only users who are eligible to use our Platform may do so and we may refuse service or terminate your access at any time. We cannot guarantee that anything found on our Platform will work to the functionality desired by you or give you any desired results.

6. Modification of Platform

We reserve the right to alter, modify, update, or remove our Platform at any time. We may conduct such modifications to our Platform for security reasons, intellectual property, legal reasons, or various other reasons at our discretion, and we are not required to explain such modifications or removal. For example, we may provide updates to fix security flaws, or to respond to legal demands. Please note that this is a non-binding illustration of how we might exercise our rights under this section, and nothing in this section obligates us to take measures to update the Platform for security, legal or other purposes.

7. Platform Security

Apsona implements administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your information and all User Content. Those safeguards used or based on industry standards. Aside from such industry standard safeguards, Apsona can make no guarantees regarding any Platform security or any User Content secured.

8. Payments

You agree to pay for all costs, fees, and taxes listed when purchasing any access to the Platform and any related software. Please be aware that some Paid Subscriptions may require multiple payments or licenses. User authorizes Apsona or its third party payment processors to charge their method of payment at the time of purchase. Please be aware that purchases may be completed on the AppExchange or through our third party payment processors. Where applicable, you must agree to our third party payment processors terms and conditions for processing payments. All information that you provide in connection with a purchase or transaction must be accurate, complete, and current. Where you have failed to pay or where payments are overdue, Apsona may suspend or terminate your access to the paid portions of the Platform, without liability to us.

9. Taxes

You agree that you shall be obligated to pay all taxes applicable to the services procured by you as the User of the Platform, as and when called for by us. Where Apsona does not charge you taxes for your Paid Subscription, you agree to pay any and all applicable taxes for your use and purchase of any Paid Subscriptions. Additionally, where requested by us, you agree to provide us tax documentation to support any claims of on-time tax payment. Apsona shall not be obliged to refund any taxes to the User for any reason whatsoever, including any refund claim for termination of account or access.

10. Free Trials

You may be able to participate in a free trial subscription by submitting your information along with any requirements as set forth by the Platform or the Exchange. The duration of the free trial is listed on the Platform and may change at our discretion. Feel free to try the paid subscription (“Paid Subscription”) portions of the Platform during the free trial period at no charge. You may cancel at any time during your free trial period by contacting us at customerservice@apsona.com. Once your free trial period has expired you will need to subscribe to the services and you will be charged the amount listed for the Paid Subscription plan selected.

11. Subscription Plans and Renewals

Apsona offers free trial periods for all our products. After the trial period, licenses must be purchased and renewed on an annual basis in order to assure continued availability. Where you have failed to renew your access before the expiration of your Subscription please be aware that your access to the Platform may be suspended or terminated.

12. Pricing and Price Increases

The pricing for all Paid Subscriptions is listed on the Apsona website, on the Platform, or within the Exchange. Please be aware that all pricing for Paid Subscriptions are billable annually. Renewal is not automatic, but you can initiate renewal either through the application or by contacting sales@apsona.com. Apsona may increase the price of any Paid Subscriptions, at our discretion and we reserve the right to do so at any time. In the event of a price increase, Apsona shall publish the updated prices on our website, and you will have the chance to accept or reject any price increase before your next Paid Subscription renewal. Please notify us if you intend to reject a price increase. Where you have rejected a price increase, upon the expiration of your Paid Subscription, portions of the Platform may become immediately unavailable. You agree that Apsona has no obligation to offer any services for the price originally offered to you at sign up.

13. Paid Subscription Cancellations and Refunds

Users may cancel their Paid Subscription at any time by emailing customerservice@apsona.com. Users who have purchased a Paid Subscription shall have sixty (60) days (“Refund Window”) from the initial purchase date to request a refund. Where a refund is requested, within the Refund Window, users shall be granted a pro-rated refund for all unused portions of their annual Paid Subscription. After the lapse of the Refund Window, no refunds shall be granted to any users. Upon cancellation of a Paid Subscription, portions of the Platform may become immediately inaccessible. Additionally, any Apsona-specific User Content such as reports, filters or customizations stored within the Paid Subscription portion of the Platform may be removed or deleted. Where your Paid Subscription has been cancelled, expired, suspended or terminated, we have no liability to you for any deleted, modified, or removed User Content. Additionally, there will be no obligation for us to assist you in the migration of any User Content or associated data.

14. Intellectual Property

The name “Apsona”, the Apsona Platform along with the design of the Apsona Platform and any text, writings, images, templates, scripts, graphics, interactive features and any trademarks or logos contained therein ("Marks"), are owned by or licensed to Apsona, subject to copyright and other intellectual property rights under US and foreign laws and international conventions. Apsona reserves all rights not expressly granted in and to the Platform. You agree to not engage in the use, copying, or distribution of anything contained within the Platform unless we have given express written permission.

15. Idea Submission

Apsona or any of its employees may consider unsolicited ideas, including but not limited to ideas relating to processes, technologies, product enhancements, or product names. However, when submitting such ideas, you agree to the following: (1) your Submissions and their contents will automatically become the property of Apsona, without any compensation to you; (2) Apsona may use or redistribute the Submissions and their contents for any purpose and in any way; (3) there is no obligation for Apsona to review the Submission; and (4) there is no obligation to keep any Submissions confidential. The sole purpose of this policy is to avoid potential misunderstandings or disputes when Apsona’s products might seem similar to ideas you submitted to Apsona. Any intellectual property rights comprised in such ideas or implementation of such ideas shall solely vest with Apsona, and the User making Submissions of such idea/s shall neither have any right nor be entitled to any compensation in respect thereof.

16. Disclaimer

THE PLATFORM IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER APSONA, NOR ANY OF OUR EMPLOYEES, MANAGERS, OFFICERS, ASSIGNS OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (1) THE PLATFORM; (2) ANY INFORMATION PROVIDED VIA THE PLATFORM; OR (3) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO APSONA, OR VIA THE PLATFORM. IN ADDITION, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

APSONA DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE PLATFORM OR THE SERVER THAT MAKES THE PLATFORM AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS. APSONA DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE PLATFORM IS ACCURATE, COMPLETE, OR USEFUL. APSONA DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND APSONA SPECIFICALLY DISCLAIMS ANY SUCH WARRANTIES.

17. Limitation of Liability

IN NO EVENT SHALL APSONA, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT APSONA IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM (1) YOUR USE OR INABILITY TO USE THE PLATFORM OR ANY ERRORS, MISTAKES, OR INACCURACIES FOUND WITHIN THE PLATFORM, (2) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR PLATFORM, (3) ANY INTERRUPTION, MISINFORMATION, INCOMPLETE INFORMATION, OR CESSATION OF TRANSMISSION TO OR FROM OUR PLATFORM TO YOU, (4) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR PLATFORM VIA A THIRD PARTY, (5) ANY FAILURES OR DISRUPTIONS WHETHER INTENTIONAL OR UNINTENTIONAL, OR (6) ANY ACTION TAKEN IN CONNECTION WITH ANY THIRD PARTY COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. SPECIFICALLY, IN THOSE JURISDICTIONS NOT ALLOWED, WE DO NOT DISCLAIM LIABILITY FOR: (1) DEATH OR PERSONAL INJURY CAUSED BY APSONA’S NEGLIGENCE OR THAT OF ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS; (2) FRAUDULENT MISREPRESENTATION; OR (3) ANY LIABILITY WHICH IT IS NOT LAWFUL TO EXCLUDE EITHER NOW OR IN THE FUTURE. WHERE A TOTAL DISCLAIMER OF LIABILITY IS DISALLOWED YOU AGREE THAT OUR TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNTS YOU HAVE PAID IN THE PAST SIX (6) MONTHS TO USE OUR PLATFORM.

18. Indemnity

In jurisdictions where the applicability of limitation of liability is partly excluded, as detailed above, Apsona shall indemnify and hold you harmless from and against any and all claims, demands, liabilities, third-party claims, damages, and expenses connected therewith for injury to persons or damages to property caused or asserted to have been caused by the negligence of Apsona, its agents, servants or employees. You shall indemnify and hold Apsona harmless from and against any and all claims, demands, liabilities, third-party claims, damages, and expenses connected therewith for injury to persons or damages to property caused or asserted to have been caused by the negligence of your organization, its agents, servants, or employees.

19. Copyrights

We take copyright infringement very seriously. If you believe that any content owned by you has been infringed upon please send us a message which contains:

·      Your name.

·      The name of the party whose copyright has been infringed, if different from your name.

·      The name and description of the work that is being infringed.

·      The location on our Platform of the infringing copy.

·      A statement that you have a good faith belief that use of the copyrighted work described above is not authorized by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner) and is not otherwise permitted by law.

·      A statement that you swear, under penalty of perjury, that the information contained in this notification is accurate and that you are the copyright owner or have an exclusive right in law to bring infringement proceedings with respect to its use.

You must sign this notification and send it to our Copyright Agent: Copyright Agent of Apsona, info@apsona.com.

20. Choice of Law

This Agreement shall be governed exclusively by the laws in force in the state of California, without reference to principles of conflict of laws, if any. The offer and acceptance of this contract is deemed to have occurred in the state of California.

21. Disputes

Any dispute relating in any way to your visit to the Platform or our Platform shall be submitted to confidential arbitration in San Francisco, CA. Arbitration under this Agreement shall be conducted pursuant to the applicable Commercial Rules (“Rules”) then prevailing at the American Arbitration Association. Arbitration shall be conducted in English by one (1) arbitrator as selected pursuant to the Rules; the arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall be responsible for their own arbitration fees and costs. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. Where allowed by the Rules, Apsona may make any and all appearances telephonically or electronically. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Platform or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned. Notwithstanding the foregoing, either party may seek equitable relief to protect its interests (including but not limited to injunctive relief), or make a claim for nonpayment, in a court of appropriate jurisdiction, and issues of intellectual property ownership or infringement may be decided only by a court of appropriate jurisdiction and not by arbitration. In the event that the law does not permit the above-mentioned dispute to be resolved through arbitration or if this arbitration agreement is unenforceable, you agree that any actions and disputes shall be brought solely in a court of competent jurisdiction located within San Francisco County, CA.

22. Severability

In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.

If two or more provisions of this Agreement or any other agreement you may have with Apsona are deemed to conflict with each other’s operation, Apsona shall have the sole right to elect which provision remains in force.

23. Non-Waiver

We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or the any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

24. Assignment and Survival

You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion. All portions of this Agreement that would reasonably be believed to survive termination shall survive and remain in full force upon termination, including but not limited to the Limitation of Liabilities, Representation and Warranties, Licensing, Indemnification, and Arbitration sections.

25. Termination

You may cancel your Paid Subscription at any time by contacting us at customerservice@apsona.com. Any refunds are subject to the refund terms contained in this Agreement. Please be aware that upon termination of your account, access to portions of our Platform may be become immediately disabled. We may terminate this Agreement with you if we determine that: (1) you have violated any applicable laws while using our Platform; (2) if you have violated this Agreement or any of our Platform policies; or (3) if we believe that any of your actions may legally harm Apsona or our business interests, at our sole decision or discretion. In the event of termination, we will strive to provide you with a timely explanation; however, we are not required to do so.

26. Entire Agreement

This Agreement along with the Privacy Policy and any other supporting agreements provided by Apsona constitute the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersede all prior or contemporaneous agreements or understandings written or oral, relating to its subject matter. Any waiver, modification or amendment of any provision of this Agreement will be effective and binding on both parties when introduced by Apsona in writing. You will not be entitled to modify or amend this Agreement in any manner.

27. Amendments

We may amend this Agreement from time to time. When we amend this Agreement, we will update this page and indicate the date that it was last modified or we may email you. You may refuse to agree to the amendments, but if you do, you must immediately cease using our Platform.

28. Electronic Communications

The communications between you and Apsona use electronic means, whether you visit the Platform or send Apsona e-mails, or whether Apsona posts notices on the Platform or communications with you via mobile notifications or e-mail. For contractual purposes, you (1) consent to receive communications from Apsona in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Apsona provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

29. No Third Party Beneficiary

This Agreement is entered solely into between you and Apsona, owner and operator of the Platform. Although our Platform may be available for download or access on the Exchange, Salesforce is not a party to this Agreement and shall have no obligations with respect to the Platform. Apsona is solely responsible for the Platform and the content thereof as set forth hereunder.

30. Export Controls

The Platform and the underlying information and technology may not be downloaded, accessed, or otherwise exported or re-exported (1) into (or to a national or resident of) any country to which the U.S. has currently embargoed goods; or (2) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Platform, you agree to the foregoing and you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list, and that you will otherwise comply with all applicable export control laws.

31. Relationship of the Parties.

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

32. Platform Issues and Support

Where you have any questions, issues, or if you are having trouble accessing or using the Platform, please contact us at info@apsona.com.

33. California Users

Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Apsona must be sent to our agent for notice to: info@apsona.com

Lastly, California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.