TERMS OF USE

PLEASE READ THESE TERMS OF USE, INCLUDING OUR PRIVACY POLICY and Copyright Dispute Policy (TOGETHER COLLECTIVELY THIS “AGREEMENT” OR “TERMS OF USE”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY INVISIBLE APPS, INC., A Delaware corporation, DBA “APTLY” (THE “COMPANY” OR “APTLY”). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOU AND YOUR BUSINESS OR OTHER LEGAL ENTITY’S (“YOU” or “USER”) USE OF THE APTLY SUITE OF ONLINE AND MOBILE SERVICES OFFERED BY INVISIBLE APPS, INC. (“WE,” “OUR”, OR “US”). THIS INCLUDES VARIOUS WEBSITES OWNED AND OPERATED BY US, INCLUDING, WITHOUT LIMITATION, THE WWW.getaptly.com WEBSITE AND DOMAIN NAME (“SITE”), API and associated services related to email AND SMS account access, syncing and storage SERVICES (“Sync Software”), AND our Aptly Mail desktop email application for end users AND APTLY MOBILE APPLICATIONS (Collectively, THE “APPS”), AND ANY OTHER FEATURES, CONTENT, OR APPLICATIONS OFFERED CONNECTION THEREWITH (COLLECTIVELY, THESE ARE REFERRED TO HEREIN AS THE “SERVICE” OR “SERVICES”).

BY USING OUR SERVICES, BY CLICKING AN ONLINE ACCEPTANCE BUTTON, OR BY EXECUTING AN AGREEMENT THAT REFERENCES THESE TERMS OF USE, YOU CONSENT TO BE LEGALLY BOUND BY ALL THE TERMS AND CONDITIONS OF THE TERMS OF USE and all other operating rules, policies and procedures that may be published from time to time on the Site by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to you.

These Terms of Use apply to all users of the Services, including, without limitation, users who are contributors of content, information, and other materials or services, registered or otherwise, including beta testers and those Users with free subscriptions.  Accounts registered by “bots” or other automated methods are not permitted.   IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. WE MAY, IN OUR SOLE DISCRETION, MODIFY OR REVISE THESE TERMS AT ANY TIME BY UPDATING THIS POSTING. YOU ARE BOUND BY ANY SUCH MODIFICATION OR REVISION AND SHOULD THEREFORE VISIT THIS PAGE PERIODICALLY TO REVIEW THESE TERMS. YOUR CONTINUED USE AFTER ANY MODIFICATION INDICATES YOUR ACCEPTANCE OF SUCH MODIFICATION AND, IF ANY MODIFICATION IS NOT ACCEPTABLE TO YOU, YOUR SOLE REMEDY AND RECOURSE IS TO DISCONTINUE USE OF THE SERVICES.

You may not access the Services if you are our competitor, except with our prior written consent. In addition, you may not access the Services for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes.  Further, You may use the Services only if you are 13 years or older and are not barred from using the Services under applicable law.

EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

GENERAL TERMS OF USE

Description of Services

Invisible Apps, Inc. is a Delaware corporation, dba Aptly, which owns and operates www.getaptly.com, through which we provide Services that enable you to manage leasing and real estate customer communications on our platform.  We offer hosted and Sync Software and Apps, including local software and a mobile based communication management application (collectively, the “Software”) as part of the Services.  You must have access to the internet, the Software, mobile applications and a compatible computer and mobile device in order to use Services that we offer.

Expanding the Services

You may subscribe to additional Services, including new service offerings as may be made available from time to time, or increase your existing Service by contacting us and following our signup instructions.  Each new Service signup instruction will include the price and billing date(s) of the Services being added at that time. All new Services are subject to these Terms of Use.

Registration

As a condition to using certain aspects of the Service, you will be required to register an account with Aptly and select a password, email and username (“Account”). You shall provide Aptly with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your Account. You shall not (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a username a name that is otherwise offensive, vulgar or obscene. Aptly reserves the right to refuse registration of, or cancel a username in its sole discretion.  You are solely responsible for activity that occurs on your Account and shall be responsible for maintaining the confidentiality of your Aptly password.  You shall never use another user’s Account without such other user’s express permission. You must notify us immediately of any change in your eligibility to use the Services, breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account.  You shall have the ability to delete your Account, either directly or through a request made to one of our employees.

SECURITY, Support AND ACCESS

We shall use reasonable commercial efforts to maintain the security and integrity of the Services. We shall have the right (but not the obligation) to modify, update, upgrade or extend the Services (including, without limitation, for the purposes of adding features and functionality, or enhancing security or usability). We will use reasonable efforts to provide technical support services.  In some cases, it is necessary for Aptly to access your Account and User Content in order to diagnose a problem. When You contact our support team, it is implied that you are allowing Aptly to access your Account and User Content if necessary, in order to be helpful.

License

Subject to compliance with the Terms of Use, we hereby grant to you a personal, nonsublicensable, revocable, nonexclusive limited right and license to use the Service (including without limitation to download, install, and operate the Apps) on a computer and/or mobile device that you own or control and to run such copy of the App and/or the Sync Software solely in connection with your permitted use of the Services for your own personal non-commercial purposes and solely in accordance herewith and with such instructions and documentation as we may post on the Site or otherwise communicate from time to time.

You may not copy the App or the Sync Software, except for making a reasonable number of copies for backup or archival purposes.  Except as expressly permitted in these Terms of Use, you may not: (i) copy, modify or create derivative works based on the Apps or the Sync Software; (ii) distribute, transfer, sublicense, lease, lend or rent the Apps or the Sync Software to any third party; (iii) reverse engineer, decompile or disassemble the Apps or the Sync Software; or (iv) make the functionality of the Apps or the Sync Software available to multiple users through any means.  Aptly reserves all rights in and to the Apps and the Sync Software not expressly granted to you under these Terms of Use.

Your use of the Services may be subject to any additional limitations on the sign-up page at www.getaptly.com. and your use of any paid portion of the Services shall be subject to the payment of all applicable fees.  Any documentation or underlying software obtained by you in connection with Services is deemed to be a part of Services and is subject to all the disclaimers, limitation and restrictions herein relating to the Services.

Beta Testers and Feedback

Occasionally, we look for beta testers to help us test our development or new features.  These features will be identified as “beta” or “pre-release,” or words or phrases with similar meanings (each, a “Beta Product”). Beta Products may not be ready for prime time so they are made available “as is,” and any warranties or contractual commitments we make for other Services do not apply.  Should you encounter any faults with our Beta Products, we would love to hear about them; our primary reason for running any beta programs is to iron out issues before making a new feature widely available.

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”).  You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

USER CONTENT

For purposes of these Terms of Use, the term “Content” includes, without limitation, information, communications, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services.  For the purposes of this Agreement, “Content” also includes all User Content (as defined below).

All Content added, created, uploaded, submitted, distributed, or posted to the Services by users (collectively “User Content”), is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom.

By submitting User Content through the Services, you hereby do and shall grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to access and use the User Content solely in connection with providing the Services.  For clarity, the foregoing license grant does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content.  You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

We reserve the right to, but do not have any obligation to, remove, edit or modify any Content in our sole discretion, upon receipt of claims or allegations from third parties (including copyright takedown requests) or authorities relating to such Content, or if we are concerned that you may have violated these Terms of Use.

It is the policy of Aptly to promptly process and investigate notices of alleged copyright infringement, and take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512 (“DMCA”).  By entering any Content or data onto our Site, you represent and warrant to us that you have the right to so submit such Content and that our use of your User Content as described herein will not infringe or violate the rights of any third party. Please see Aptly’ Copyright Policy at www.getaptly.com/copyright , for further information.

 

PROHIBITED USES

Aptly imposes certain restrictions on your permissible use of the Site and the Service.  You agree not to do any of the following:

  • Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
  • Use, display, mirror or frame the Services or any individual element within the Services, Invisible Apps or Aptly’s name, any Aptly or Invisible Apps trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Aptly’s express written consent;
  • Access, tamper with, or use non-public areas of the Services, Aptly’s computer systems, or the technical delivery systems of Aptly’s providers;
  • Attempt to probe, scan or test the vulnerability of any Aptly system or network or breach any security or authentication measures;
  • Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Aptly or any of Aptly’s providers or any other third party (including another user) to protect the Services or Content;
  • Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Aptly or other generally available third-party web browsers;
  • Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
  • Use any meta tags or other hidden text or metadata utilizing a Aptly trademark, logo URL or product name without Aptly’s express written consent;
  • Use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
  • Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;
  • Attempt to decipher, decompile, disassemble or reverse engineer or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code or any of the software used to provide the Services or Content;
  • Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
  • Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
  • Impersonate or misrepresent your affiliation with any person or entity;
  • Violate any applicable law or regulation; or
  • Encourage or enable any other individual to do any of the foregoing.

Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms of Use, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms.  We have the right to investigate violations of these Terms of Use or conduct that affects the Services.  We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.  We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Use, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.  Any violation of system or network security may subject you to civil and/or criminal liability.

Third-Party Devices, Services and Content

The Services may integrate, be integrated into, or be provided in connection with third-party devices, services and content, such as Microsoft Outlook, Facebook Messenger, Gmail, Slack, SMS messaging, etc.  We do not control those third-party devices, services and/or content.  You should read the terms of use agreements and privacy policies that apply to such third-party devices, services and content.

If you access a Service using a mobile device, the mobile application and/or the device manufacturer may be a third-party beneficiary to this Agreement.  However, these third-party beneficiaries are not a party to this Agreement and are not responsible for the provision or support of the Services.  You agree that your access to the Services using these devices also shall be subject to the usage terms set forth in the applicable third-party beneficiary’s terms of use or service.

Mobile Networks

When you access the Services through a mobile network, your network or roaming provider’s messaging, data and other rates and fees will apply.  Downloading, installing or using certain Services may be prohibited or restricted by your network provider and not all Services may work with your network provider or device.

Aptly Forms, surveys, Templates and Documents.

Aptly’s standard forms, surveys, templates and documents (the “Forms”) may be provided as part of your Service package.  If provided, the Forms are not intended to provide specific professional advice to you or any third party. In no event shall Aptly and its affiliates be liable for any direct, indirect, consequential or exemplary damages or expenses (including attorney’s fees and costs) or any claim arising from or in connection with the use of the Forms.  The use of Forms are subject to these Terms of Use. Should you require modification to the Forms then you should contact Aptly to enquire about the possibility of obtaining such modifications for your account. Aptly in no way guarantees that such modification will be attainable and additional fees may be required in events where modification is possible.

Payment Obligations and Billing

If sign up for a paid plan subscription, the purchase our Services are subjection to fees that are specified at the Services interface “check-out” and in the Order Form(s) — and must be paid in advance.  Payment obligations are non-cancelable and, except as expressly stated in this Terms of Use, and fees paid are non-refundable. For clarity, in the event you downgrade any subscriptions from a paid plan to a free plan, you will remain responsible for any unpaid fees under the paid plan, and Services under the paid plan will be deemed fully performed and delivered upon expiration of the initial paid plan subscription term. If we agree to invoice you by email, full payment must be received within thirty (30) days from the invoice date. Aptly will automatically renew User’s subscription unless User gives notice of non-renewal at least 30 days before the end of the relevant subscription term. Please note that any payment terms presented to you in the process of using or signing up for a Service are deemed part of this Agreement.  Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You will be responsible for paying all Taxes associated with your purchases, except for those taxes based on our net income that Aptly is required to collect by applicable taxing jurisdictions.  Aptly charges for the Service further excludes phone and Internet access charges and other data transmissions related to your use of the Services.

We may use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Account (your “Billing Account”) for your use of the Services.  The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for error by the Payment Processor. By choosing to use Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Services in accordance with the applicable payment terms, plus any applicable taxes, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

Some of the Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT.  TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO YOUR ACCOUNT SETTINGS.

You must provide Aptly with a valid credit card as a condition to subscribing to the Service.  YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE IN YOUR ACCOUNT SETTINGS.  IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.

If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

Unless you opt out of auto-renewal, any Subscription Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate.  To change or resign your Subscription Services, go to your Account page at www.getaptly.com.  If you terminate a Subscription Service, you may use your subscription until the end of your then-current term; your subscription will not be renewed after your then-current term expires. However, you won’t be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.

Your non-termination or continued use of a Service reaffirms that we are authorized to charge your Payment Method for that Service.  We may submit those charges for payment and you will be responsible for such charges.  This does not waive our right to seek payment directly from you.  Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Service.

Any free trial or other promotion that provides access to a Service must be used within the specified time of the trial. You must stop using a Service before the end of the trial period in order to avoid being charged for that Service.  If you cancel prior to the end of the trial period and are inadvertently charged for a Service, please contact us at help@getaptly.com.

Aptly reserves the right to modify its fees and to introduce new charges at any time, upon at least 15 days prior notice to User, which notice may be provided by email or posted on the Aptly Site or application.  User may upgrade or downgrade the Service at any time during the term by written notice to Aptly (downgrades are only available with monthly subscription accounts, from one paying level to another – You may not downgrade from a paying account to a free account), applicable to end of the billing term or the billing cycle, as applicable, next following Aptly’s receipt of such written notice.  For any upgrade or downgrade in package level, the credit card that you provided as part of your registration data will automatically be charged the new rate on your next billing cycle.  Aptly will not extend any credit or refund for partial months of service in the case of downgrades to a monthly subscription.  Fees may not be credited towards other Services.

CREDITS

Any available credits that may accrue to Customer’s account will expire following expiration or termination of the applicable subscription plan, will have no currency or exchange value, and will not be transferable or refundable.  In any event, credits accrued will expire if the such credits are not applied to paid plan within one-hundred and eighty (180) days of accrual.

Non-Payment and Suspension

In addition to any other rights granted to Aptly herein, Aptly reserves the right to suspend or terminate this Agreement and User’s access to the Service if User’s account becomes late or User fails to maintain with Aptly a valid credit as provided herein. Aptly may impose interest at a rate equal to the lesser of 1% per month, or the maximum amount permitted by applicable law for any delinquent accounts, as well as all expenses of collection.  Aptly reserves the right to impose an admin fee in the event User’s account access is suspended and thereafter reinstated. User agrees and acknowledges that Aptly has no obligation to retain User Content upon suspension or termination of a subscription beyond the designated term stipulated in the account.

User Cancellation and Termination upon Expiration.

Subject to the terms and conditions of this Agreement, User may cancel the Service by emailing help@getaptly.com, unless bound by an annual or other term, in which case the termination shall occur at the end of said term. Such cancellation shall be in writing and Aptly will provide instructions on how to continue with the cancellation process. Failure to comply with the process provided by Aptly will not result in proper cancellation and your account will continue to be charged.

For free subscriptions, you may terminate at any time without cause.  We may also terminate any free subscriptions without cause, but we will provide you with prior written notice.  For monthly subscriptions, User is purchasing the Service for full monthly terms.  If User terminates Service prior to the end of a monthly term, User will be responsible for that month’s full fee through the end of the then-current term, including, without limitation, unbilled charges, which will immediately become due and payable. User shall pay all accrued but unpaid fees upon expiration of the term of or termination of Service

For fixed term annual subscriptions (i.e., twelve (12) months), User has committed to purchase the Service for the full annual term, to be paid annually in advance. User’s annual subscription will renew automatically after the initial fixed term is over, unless terminated as herein provided. User may cancel the Service prior to expiration of the annual term without refund. User shall pay all accrued but unpaid fees upon expiration of the term of Service.

Upon cancellation, User will no longer have access to the Site or Apps and all information contained within User’s account and User Content will automatically, permanently and irreversibly deleted. Aptly accepts no liability for such deleted information or User Content.

Termination

We may suspend your access to all or any part of the Services in the event that we reasonably suspect that you are in violation of these Terms of Use, with or without notice. We further reserve the right to suspend or terminate this Agreement and Your access to the Service if your account becomes late or you fail to maintain with Aptly a valid payment information as provided herein.  We may additionally terminate the Service in the event you are in breach of the Terms of Use and fail to cure such breach within fifteen (15) days after receiving notice from us of such breach.  If you wish to terminate your Account, you may do so by following the instructions on the Site or through the Services or by contacting our accounts department at help@getaptly.com.  Any fees paid hereunder are non-refundable. All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, licenses, warranty disclaimers, indemnity and limitations of liability.

Internet Delays and Electronic Communications Privacy Act Notice.

APTLY’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, SOFTWARE UPGRADES, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS AND SOFTWARE.  APTLY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

Warranty Disclaimer

We have no special relationship with or fiduciary duty to you. You acknowledge that We have no duty to take any action regarding (i) which users gain access to the Services;(ii) what Content you access via the Services; or (iii) how you may interpret or use the Content.

You release us from all liability for you having acquired or not acquired Content through the Services.  We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Services.

Aptly makes no representations concerning any Content contained in or accessed through the Site, or lack of Content, and the Company will not be responsible or liable for the reliability, timeliness, quality, suitability, availability, accuracy, completeness, copyright compliance, legality or decency of any Content or material contained in or accessed through the Site.  You should independently verify all Content and other information that you access through the Service. By using the Service, you agree that Aptly shall not be responsible for (1) any Content or lack of Content, (2) any person’s reliance on any such Content, whether or not correct, current and complete, or (3) the consequences of any action that you or any other person takes or fails to take based on any Content or otherwise as a result of your use of the Service. Your use of or reliance on any Content is at your own risk.

THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY CONTENT) IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. APTLY, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (D) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND APTLY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18 USC 2701-2711): APTLY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE.

Aptly will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Aptly’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.

Indemnification

You shall defend, indemnify, and hold harmless Aptly, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to (i) your use or misuse of, or access to, the Site, Service, Software, Content, or otherwise from any content that you post to the Site, (ii) your violation of the Terms of Use, or (iii) infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. Aptly reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Aptly in asserting any available defenses.

Limitation of Liability

IN NO EVENT SHALL APTLY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY SOFTWARE OR CONTENT) (I) FOR ANY LOST PROFITS, DATA AND OR CONTENT LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE), (III) FOR YOUR RELIANCE ON THE SERVICE OR (IV) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE HUNDRED U.S. DOLLARS ($100.00) OR, IF GREATER, THE FEES PAID BY YOU FOR THE SERVICE IN THE PRECEDING SIX (6) MONTH PERIOD. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

ARBITRATION CLAUSE & CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS

This arbitration provision shall survive termination of this Terms of Use and the termination of your Aptly Account.  For any dispute you have with Aptly, you agree to first contact  help@getaptly.com and attempt to resolve the dispute with us informally.

IF WE ARE UNABLE TO RESOLVE ANY DISPUTE, YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS OF USE, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION’S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT TO THE EXTENT THAT YOU HAVE IN ANY MANNER VIOLATED OR THREATENED TO VIOLATE OUR INTELLECTUAL PROPERTY RIGHTS, WE MAY SEEK INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT IN THE STATE OF CALIFORNIA. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. As an alternative, you may bring your claim in your local “small claims” court, if permitted by that small claims court’s rules and if within such court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. You may bring claims only on your own behalf. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either we or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Use. 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 Services or these Terms of Use must be filed within one (1) year after such claim of action arose or be forever banned.  If applicable law prohibits a one-year limitations period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.  You and Aptly agree that if any portion this Section is found illegal or unenforceable, that portion shall be severed and the remainder of the Section shall be given full force and effect.

If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with us.

Governing Law and Jurisdiction.

These Terms of Use shall be governed by and construed in accordance with the laws of the State of California, including its conflicts of law rules, and the United States of America, without regard to any other conflicts of laws rules or the United Nations Convention on the International Sale of Goods.  You hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts in San Francisco County, California or the United States District Court for the Northern District of California, for any actions not subject to Arbitration.

Miscellaneous

Aptly shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Aptly’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference).  No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect.  These Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.

SEVERABILITY; WAIVER

If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms of Use to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of these Terms of Use 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.

NO LICENSE

Nothing contained on the Site should be understood as granting you a license to use any of the trademarks, service marks, or logos owned by Aptly or by any third party.

CALIFORNIA USE ONLY

The Site is controlled and operated by Aptly from its offices in the State of California. Aptly makes no representation that any of the materials or the services to which you have been given access are available or appropriate for use in other locations. Your use of or access to the Site should not be construed as Aptly’s purposefully availing itself of the benefits or privilege of doing business in any state or jurisdiction other than California.  We make no representations that our Site and Services are appropriate or available for use in other locations.

MODIFICATIONS

Aptly may, in its sole discretion and without prior notice: (a) revise these Terms of Use; (b) modify the Site and/or the Service; and (c) discontinue the Site and/or Service at any time. Aptly shall post any revision to these Terms of Use to the Site, and the revision shall be effective immediately on such posting. You agree to review these Terms of Use and other online policies posted on the Site periodically to be aware of any revisions. You agree that, by continuing to use or access the Site following notice of any revision, you shall abide by any such revision.

INTEGRATION

These Terms of Use, and any amendments and any additional agreements you may enter into with Aptly in connection with the Services, shall constitute the entire agreement between you and Aptly concerning the Services.  Any additional or different terms or conditions in relation to the subject matter of the Terms of Use in any written or oral communication from you to Aptly are void.  You represent that you have not accepted the Agreements in reliance on any oral or written representations made by Aptly that are not contained in this Terms of Use, as amended. If any provision of these Terms of Use is deemed invalid, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms of Use will remain in full force and effect.

NOTIFICATIONS

Aptly reserves the right to determine the form and means of providing notifications to you, and you agree to receive legal notices electronically if we so choose. We may revise these Terms of Use from time to time and the most current version will always be posted on our website.  If a revision, in our sole discretion, is material we will notify you. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms of Use. If you do not agree to the new terms, please stop using the Services.

ACKNOWLEDGEMENT

BY USING THE SERVICE OR ACCESSING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM.

Contact

You may contact us at the following address: Invisible Apps, Inc., Attn: Legal.  188 South Park, #7, San Francisco, California, USA, 94107 and at help@getaptly.com