Privacy
This APLOS SERVICES AGREEMENT (the "Agreement") is entered into by APLOS SOFTWARE, LLC, a California limited liability company ("Aplos" or "we") and the customer ordering the Aplos Services/identified in the Aplos Order Form ("Customer or you"). The term "you" includes anyone you authorize on your behalf to access the Services.
The purpose of this Agreement is to engage Aplos as the Service provider for you. Your right to the Services (the "Services") is subject to the terms and conditions set out in this Agreement. By accepting this Agreement, you agree to be bound to all of the terms and conditions in this Agreement and in the Aplos Terms of Service which are incorporated into this Agreement by reference. You acknowledge and agree that you have read, understand and agree to be bound by this Agreement and the Aplos Terms of Service. If you do not agree to all such terms and conditions, you should not utilize the Services.
Aplos, in its sole discretion, may change or modify the terms and conditions of this Agreement or of any agreement or document incorporated herein, at any time, including the modification of our fees and the modification or termination of Services. Any such changes or modifications shall be effective immediately upon our notifying you via email or by phone. Your continued use of the Services after any such changes or modifications will constitute your acceptance of the revised terms and conditions. If you do not wish to be bound by the revised terms and conditions, do not continue to use the Services.
The Services we provide are set out in our menu of Services on our website. The Services we will provide to you are based on your selection from our list of Services and are itemized in the Aplos Order Form. You understand and agree that your use of the Services is at your own risk, and that we do not warrant that the Services (i) will always be available, (ii) are free of bugs or other defects, or (iii) will be one hundred percent secure. We will, however, endeavor to fix issues as identified and use standard security measures.
2.1 Fees. You shall pay Aplos all Fees in accordance with the terms set forth on the applicable Aplos Order Form(s) and with any subscription changes you make in the software. All amounts payable under this Agreement are denominated in United States dollars, and Client will pay all such amounts in United States dollars.
2.2 Billing Procedures. You agree to pay Aplos for software access and for the Services selected by you at the rates specified as itemized on the Aplos Order Form, and with any subsequent subscription changes you make, payable in advance based on your selected Billing Plan. An Initial Payment covering any up-front fees, and for software access and services to be provided in the first payment period, as identified on the Aplos Order Form, is required before any bookkeeping services will be provided. Regular Payments are due on the first day of the first month of the selected billing period, for the term in which the Services are to be provided. In the event that you do not pay any amounts billed by us within the due date(s) specified on the applicable Aplos Order Form(s), we reserve the right to suspend your access to and use of the software and of the Services until such amounts are paid in full or we terminate this Agreement in accordance with Section 7.
2.2.1 Billing Plan. The Billing Plan refers to the frequency of planned future recurring payments at periodic intervals. The periodic interval that you choose can be found on the Aplos Order Form.
2.2.2 Initial Payment. The Initial Payment refers to the payment that is due for any services provided by us before and during the first billing period.
2.2.3 Regular Payment. The Regular Payment refers to the periodic payment due on the first day of each period of service, other than the Initial Payment.
Your use of the Services is subject to, the following restrictions, and you will not, and will not allow anyone else, to:
3.1 Use the Services, or enable, permit or facilitate any person (including yourself) to use the Services or any related Aplos software, in any way not permitted under the relevant terms and conditions of use;
3.2 Use the Services for any illegal or unauthorized purpose;
3.3 Alter, hack, adapt, merge, modify, reproduce, duplicate, copy, sell or exploit all or any portion of the Services, or translate, reverse engineer, decompile, disassemble, create derivative works of the whole or any part of any Aplos products or software, except with our prior express written consent; or
3.4 Remove, change or obscure any of Aplos proprietary notices, labels or marks associated with the Services.
You are responsible for providing Aplos all information, materials, data and documents necessary to perform the Services selected by you under this Agreement. You understand and agree that the accuracy of financial information supplied to Aplos is your sole responsibility. Aplos will not be responsible for the production of inaccurate financial statements, records and billings, or any other financial reports if the financial data provided by you is inaccurate.
You acknowledge that Aplos will retain ownership of any and all intellectual property rights in and to Aplos' products and software including but not limited to any copies and future developments.
Aplos makes no guarantee that the Services will be suitable for your intended use or that it will be error or bug-free.
7.1 Term. This Agreement shall be effective as of the Effective Date and shall remain in full force and effect until the end of the Initial Term as outlined in the Aplos Order Form. This Agreement shall automatically renew for successive periods as outlined in the Aplos Order Form, unless you notify us at least thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (as set forth in the applicable Aplos Order Form) of your intention not to renew (the Initial Term, together with any Renewal Term, the "Term").
7.2 Termination. This Agreement will commence as of the Effective Date and will continue in full force and effect thereafter until either: (a) all statements of work or Aplos Order Forms hereunder are terminated or expired as provided therein; or (b) this Agreement is terminated as provided herein, in which case, all statements of work, if any, and Aplos Order Forms incorporating the terms hereof will also simultaneously terminate. We may, in our sole and absolute discretion, terminate this Agreement and your use of the Services on seven (7) days prior notice at any time without any liability to you.
You will at all times fully defend, indemnify and hold Aplos and all Aplos Related Parties harmless from and against any and all claims, demands, actions, losses, damages, liabilities, judgments, settlements, costs and other expenses, including reasonable attorneys' fees, incurred or suffer by them relating, directly or indirectly, to the use by you of the Services or your violation of this Agreement, the Aplos Terms of Service or your violation of any law, regulation or third-party right. The indemnities in this Section 8 will remain in full force and effect irrespective of any termination of this Agreement.
In the performance of the work, duties and obligations under this Agreement, it is mutually understood and agreed that Aplos is acting and performing as an independent contractor. Nothing under this Agreement is intended or shall be construed to create between you and Aplos an employer-employee relationship, a joint venture relationship or a partnership, nor shall this Agreement be construed in any proceedings or for any purpose whatsoever so as to make one party liable to a third person for the debts, faults or actions of any other party. Neither party has the right or authority to enter into contracts or make commitments on behalf of the other party.
10.1 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.
10.2 Integration. This Agreement along with the Aplos Terms of Service and Aplos Order Form(s) constitute the entire agreement between you and Aplos relating to the Services, 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.
10.3 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.
10.4 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.
10.5 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.
10.6 Limitation of Liability and Remedies; No Warranty. 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 the Services or Aplos.com, its content or links, and/or any of the services or products offered by or through Aplos, shall never exceed the amounts paid by you to Aplos for the one month period immediately preceding the event giving rise to such claim or action by you and prepaid future periods.
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.
10.7 Accuracy and Revisions. Aplos may modify, suspend, withdraw or discontinue, temporarily or permanently, Aplos.com, the services, the products 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 Services, Aplos.com or any other services or products. 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.
10.8 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.