This master subscription agreement (hereinafter “MSA”) is an agreement between you or the entity that you represent (hereinafter “You” or Your” and Apptivo the business management Software as a Service (hereinafter “Apptivo” or “Service”). The MSA governs your usage of Apptivo, Apptivo.com and TrustedBusiness.com from the date of signing up for the application. By signing up to Apptivo, you agree to the terms of this agreement. This Agreement was last updated on March 16, 2016. It is effective between You and Us as of the date of You accepting this Agreement.
This section contains a list of terms and their meaning within this agreement:
We, Us or Our
These refer to Apptivo Inc, the company who you are contracting with. All legal inquiries should be directed to Apptivo Inc, 983 Corporate Way, Fremont, CA 94539, USA.
You or Your
These refer to the company or other legal entity for which you are accepting this Agreement and subsidiaries of that company or entity.
This refers to the collection of online, web-based applications and tools provided by Us. Also our websites and platforms are referred to as Services. Third Party Applications are not part of this category.
This refers to all electronic data or information submitted by you to the Service, while using the service.
This refers to online, web-based applications and offline software products that are provided by third parties that interoperate with the Services, and are commonly understood as third-party applications, including but not limited to those listed on the Partner-list.
1. Acceptance of Terms
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 and users 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 do not agree with the terms and conditions in this agreement, you should not accept this agreement and may not use our services.
You must meet your country’s legal age requirements to enter into a binding agreement in order to accept the Terms.
2. Provided Services
This section covers the services that are being provided by Apptivo.
2.1 Provision of the service
In order to access the service, you need to sign up for a user account and provide all the information required in the signup form. We shall make the Apptivo service available to you pursuant to this agreement. You agree that Your acceptance 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.
2.2 User subscriptions
User subscriptions are for designated users and should not be shared or used by more than one user. You can create new users by creating new employees in Apptivo. Consult the Getting started-guide and other relevant sources to understand more about this.
When subscribing to this Service, You agree to: a) provide true and complete information about yourself in the signup form and b) maintain and promptly update that information as true and complete. If we have reason to believe that you have provided false or incomplete information, we may delete your account and prevent you from using the Services now or in the future.
2.3 Usage Limitations
Services may be subject to other limitations, such as, but not limited to, limits on disk space, API load, Page views, etc.
3. Apptivo service users
This section identifies the categories of users and acceptable usage conditions for each category of users:
3.1 Categories of Users
This section defines the various categories of users:
- End users – This category of users use Apptivo to manage and run their business. This category has two subcategories:
- Entrepreneurs, business owners, promoters – If you own a business or are thinking of starting a business, Apptivo is the service for you.
- Employees – If you are an employee of a business that uses Apptivo, you can become a user of Apptivo for that employer.
- Competitors – These are competitors of Apptivo or those who intend to compete with Apptivo.
- Data Aggregators – These are users who intend to aggregate information from Apptivo for any purpose.
3.2 Conditions of usage for End Users
You agree to allow access only to your employees (including yourself) to your firm in Apptivo.
You shall not give access to the service to any third party representative. You are not allowed to provide any service based on the Service without a prior written permission from us. Using the Services for illegal purposes or spamming is strictly prohibited.
3.3 Conditions of usage for Competitors
If you are a competitor of Apptivo or intend to compete with Apptivo, you may not access our services, except with our prior written consent.
3.4 Conditions of usage for Data Aggregators
If you are a data aggregator, you are not allowed to use Apptivo on another user’s behalf, even if that user provides their credentials to you. If you need to aggregate data from Apptivo, you should become our affiliate and work with us to get your service implemented.
4. Third-Party Providers and Apptivo Service Provider Network Services
This section covers all the clauses covering services provided/performed by third parties, but are either advertised in or integrated into the Apptivo service.
4.1 Community Ratings
In the Apptivo community, participants may rate or comment about products, services and service providers. These ratings are not reflective of Apptivo’s opinions about them and cannot be construed as either our recommendation to use or not use a particular product or service or provider.
4.2 Signing up for third-party services and products
At various points in the business process, Apptivo might offer third party applications for sale or subscription. Any acquisition/use 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, whether or not they are designated by us as “certified” or otherwise, except as specified in the signup form.
4.3 Third-party applications and your data
If you subscribe to a third-party service for use with Services, you acknowledge that we may allow providers of those third party applications to access your data as needed by both Apptivo and the third-party service to interact meaningfully. We are not responsible for any disclosure, creation, modification or deletion of your data resulting from any such access by third-party providers.
4.4 Availability of third-party services
Service features that interoperate with third-party services depend on the availability of such services. If a provider de-supports or ceases to make an API available to us, Apptivo may cease to support that provider.
4.5 Performance of third-party services
Third-party service integrations may impact the speed at which a particular transaction can be performed in Apptivo. We are do not take any responsibility of this.
5. Fees, and payment for purchased third-party services
This section covers all the fees, and payments for purchased third-party services.
5.1 User fees
The Paid Service Offerings is provided to you at the price and under terms stated in Apptivo’s website. Except as otherwise specified herein or in Apptivo’s website.
- Fees are quoted and payable in the currency quoted in Apptivo.com.
- Fees are based on services purchased. Additional fees could apply based on actual usage.
- Payment obligations are non-cancelable and fees paid are non-refundable unless otherwise mentioned in section 5.5.
We reserve the right to change the fees and to start charging for use of Services that are currently available free of charge. You will not be charged for using any Services unless you choose to opt for a paid plan.
User subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof.
5.2 Invoicing and Payment
You will provide us with valid and up-to-date credit card information or bank account information. You authorize us to charge your credit card or bank account for the initial subscription term and any subsequent renewals. Such charges shall be made in advance, either annually or monthly or quarterly, depending on the nature of the fee. For example, if the fee is a monthly fee you will be billed monthly. If you cancel your subscription at any point, your account will be active until the end of the period that you already paid for. Cancellations will be effective from the next subscription period or until the time the current subscription is completed.
5.3 Suspension of Service and Acceleration
If our attempt to charge your credit card or bank account results in a denial, we may, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend the paid services until such amounts are paid in full.
Unless otherwise stated, our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction. You are responsible for paying all taxes associated with your purchases. If we have the legal obligation to pay or collect taxes for which you are responsible, the appropriate amount shall be charged to the same credit card or bank account you provide. If you are eligible for any waivers, you have to handle that with the tax authorities for appropriate refunds.
Apptivo, Inc will stop monthly or yearly automatic billing on any proxy account or other Apptivo account or service provided when you opt out of the Paid services. If you sign up for a monthly service and request the service to be cancelled, your account will no longer be rebilled starting with the date of your notification. The Paid Plan service will still be active until the renewal date; at which time the account will be downgraded to a Plan that is free. We will then stop billing your account. Apptivo will refund any charges made, if your request was placed before your rebill date and your account was still charged.
Annual plan fees that are discounted are non refundable.
6. Proprietary Rights
This section details your and our proprietary rights.
6.1 Reservation of Rights
Subject to the limited rights expressly granted herewith, we reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to you other than what is expressly set forth herein.
You shall not:
- Permit anyone except you and your employees to access the services without our permission.
- Create derivative works based on the services.
- Copy, frame or mirror any part or content of the services, other than for your own internal purposes.
- Reverse engineer our software and services.
- Access the services in order to:
- Build a competitive product or service.
- Copy any features, functions or graphics of the services.
6.3 User generated content
You are solely responsible for the photos, profiles (including your name and image), messages, notes, text, information, advertisements, listings, and other content that you upload, publish or display (hereinafter, “post”) on or through the Service or the Site, or transmit to or share with other users. You may not post, transmit, or share content on the Service that you did not create or that you do not have permission to post.
You understand and agree that we may, but are not obligated to, review the Service and may delete or remove (without notice) any content in our sole discretion, for any reason or no reason, that in our sole judgment violates this Agreement, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any content you transmit to, post, or store on the Service.
As between us and you, you own all rights, title and interest in and to all of your data. Notwithstanding this unconditional ownership, if the service is not used by you for more than 180 days consecutively, Apptivo may decide to delete your data. Unless you permit the use of your content for commercial, marketing or any similar purpose, we will not use, reproduce, adapt, modify or publish any content created by you or stored in your Apptivo-account. We do have the right to access, copy, store, transmit, reformat or distribute the content of your account, if it is required to provide the Services to you.
6.4 Feature requests
Apptivo encourages users to suggest their ideas for improving the service. We shall have all rights to such requests, suggestions, and any content that is part of that request.
7. Information Protection
You are responsible for all activities that occur in your user account. If there is any unauthorized use of your user account, you should inform us immediately. You are expected to keep your username, password and other sensitive information confidential. We are not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your user account.
8. Illegal Activities
You are not allowed to use the Service for illegal purposes and/or activities, or to promote illegal activities.
You are not allowed to use the Service or our website(s) to harass, abuse, harm or discriminate others.
You will be solely responsible for the activities you use the Services for, and the content you upload or create in the Service. We will take no responsibility to monitor the conduct of any User of the Service. Using the service for transmission of “spam”, “junk mail”, “chain letters”, “phishing” or for unsolicited mass distribution of email is forbidden.
If we have reason to believe that you are using the Services for illegal or unauthorised action, we may eliminate your account and prevent you from using the Services now or in the future.
9. Warranties and Disclaimers
9.1 Our Warranties We warrant that:
- All articles – whether promoting Apptivo usage or general business advice – are provided on an “as is” basis. Apptivo does not make any warranties – expressed or implied – by publishing these articles on our site.
- All the third party services, either software based or not, will be governed by individual agreements between you and the third party service providers. Apptivo does not make any warranties – express or implied – by creating the integration between Apptivo and the various service provider network participants.
For any breach of such warranty, your exclusive remedy shall be as provided in Section 12.2 (Termination for Cause) and Section 5.5 (Refunds).
9.2 Your Warranties
You warrant that you will use the service in accordance with the usage policies outlined in Section 2 and the policies mentioned throughout this Agreement. You also warrant that you will not use the service to do anything unlawful. In cases where you are found to be in conflict the law, Apptivo will always take the side of the law and abide by the law, including releasing information about your activities, data to the appropriate legal authority. For any breach of such warranty:
- Apptivo may suspend your account in all the Apptivo firms that you have access to.
- Your firm may be disallowed to use Apptivo.
- You may be disallowed to open new accounts in Apptivo.
9.3 Mutual Warranties
Each party represents and warrants that:
- It has the legal power to enter into this Agreement.
- Will obey the factors and clauses stated in this Agreement.
We disclaim all warranties of any kind. Except as expressly provided herein, either party makes no warranties of any kind, express, implied, statutory or otherwise. This disclaimer applies to everything including warranties of merchantability or fitness for a particular purpose, to the maximum extent permitted by applicable law. You use the Service solely on your own risk. We make no warranty that the services are uninterrupted, timely or secure. Any advice or information, written or oral, given to you by Apptivo, our employees or representatives does not create any warranty not stated in the terms expressly.
We take no responsibility and shall have no liability, for any incorrect or inaccurate content posted related to Apptivo, whether stated by us, any User, Partner or other Person.
10. Limitation of Liability
IN NO EVENT SHALL APPTIVO BE LIABLE FOR ANY LOST PROFITS, LOSS OF BUSINESS, LOST SAVINGS OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT.
APPTIVO WILL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGE, BUSINESS INTERRUPTION, COMPUTER FAILURE, OR LOSS OF PROFITS, INFORMATION OR OTHER LOSS ARISING OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE. IN ANY EVENT OUR ENTIRE LIABILITY SHALL BE LIMITED TO AN AMOUNT NOT TO EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, 25% OF THE TOTAL ANNUAL DOLLAR AMOUNTS PAID AS FEES TO USE THE SERVICE.
10.1 Force Majeure
Either Party’s performance will be excused, if and to the extent reasonably necessary, in the event that an act of God, war, civil commotion, fire, explosion, or other force majeure event that occurs without the fault or negligence of the non-performing Party prevents timely performance under the Agreement.
By agreeing to this Agreement, you agree to indemnify and hold harmless Apptivo, our employees, suppliers and affiliates from and against any losses, damages, fines and expenses, arising out of or relating to any claims that you have used the Service in violation of any law, provisions of the terms or any other claim related to your use of Services, except where such use is authorized by Apptivo.
12. Term and Termination
The term of this Agreement will commence on the date you accept it and shall remain in full force and effect for one year unless terminated pursuant to the provisions of this Section. Thereafter, this Agreement will be renewed automatically for successive one-year periods unless terminated pursuant to the provisions of this Section.
12.2 Termination for Cause
We reserve the right to terminate your user account and deny the Services upon reasonable belief that you have violated the Terms.
This Agreement and/or any Work Order(s) issued under it may be terminated by either Party by written notice to the other Party in the event such other Party materially breaches any of its material obligations as set forth in this Agreement and/or any Work Order(s) issued under it and fails to cure such breach within thirty (30) days after written notice thereof from such notifying Party. The termination will occur as follows:
- Apptivo will terminate user/firm by suspending the user/firm. The termination of user account may include denial of access to all Services, deletion of information in your user account, and deletion of all data in your user account.User/firm can terminate Apptivo usage by simply not using the service. Apptivo reserves the right to delete or clean up any unused accounts.
12.3 Termination for Convenience.
The Client may terminate this Agreement for convenience any time by not using the service. Annual Plan fees that are discounted are non refundable.
Provisions of this Agreement which by their express terms or context impose continuing obligations on the Parties will survive the expiration or termination of this Agreement for any reason.
13. General Provisions
This section contains all the general provisions of this agreement.
13.1 Export Compliance
Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing:
- Each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports.
- You shall not permit Users to access or use Services in violation of any U.S. export embargo, prohibition or restriction.
13.2 Relationship of the Parties
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency and fiduciary or employment relationship between the parties.
13.3 The Agreements
13.4 Waiver and Cumulative Remedies
No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
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.
13.6 Arbitration and attorney fees
Any controversy or claim arising out of or relating to the Terms shall be settled by binding arbitration conducted by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules.
Any such disputes shall be arbitrated on an individual basis, and shall not be consolidated in any disputes, claims or controversies of any other party. The arbitration shall be conducted in California. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction.
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 this agreement.
13.7 Communication from Apptivo
We may communicate with you through emails, newsletters and service announcements. You can unsubscribe from our Newsletter but you will not be able to opt-out from receiving service announcements and administrative messages.
Apptivo is a trademark of Apptivo Inc. You agree not to display or use, in any manner, the Apptivo trademark without our prior permission.
15. Modification of terms
This Agreement supersedes any previous Agreement to which you and Apptivo may have been bound. This Agreement may be modified by Apptivo in its sole discretion from time to time and such modifications will become part of this Agreement and will be effective once posted by Apptivo on the Website. You should review the Website and this Agreement from time to time for any modifications. Your continued use of the Service will be taken as your agreement to the modified Terms.
End of Agreement:
You can address any comments or questions regarding this agreement to firstname.lastname@example.org.
This Agreement was last updated on March 16, 2016.