Hosted Global Software Services Agreement

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Terms of Use
Effective March 24, 2017

These Terms of Use are entered into between APLAF Inc., a Arizona Corporation, ("ProClass", "APLAF" or "we" or "us") and Client ("you" or "your" or "Agency" ) upon your successful login or authentication to the Services. APLAF agrees to provide you the Services (as defined below) subject to the following terms and conditions:

1.       Services.

We will provide you with access to a fully-hosted version of APLAF's hosted product ProClass ("the Product"), through our proprietary software (the "Software") and websites (the "Website"), collectively known as the Service or Services. To assist us in the successful implementation and promotion of the Services, you agree to provide us with certain information, images, and data as requested by us relating to your organization. You hereby grant APLAF the right to utilize such information, images, and data to provide services to you.

2.       License to Intellectual Property/Promotion.

a.       APLAF shall retain all right, title and interest in and to the Product and its Software, trademarks, service marks, logo and trade names worldwide ("Intellectual Property"). You shall use the Intellectual Property only as provided, and shall not alter the Intellectual Property in any way, or act or permit action in any way that would impair APLAF's rights in its Intellectual Property. You acknowledge that your use of the Intellectual Property shall not create in you or any other person any right, title or interest in or to such Intellectual Property. Any goodwill accruing from the use of the Intellectual Property shall inure solely to the benefit of APLAF.

b.      APLAF hereby grants to you a limited, non-exclusive, nontransferable permission (i) to use the Product "AS-IS" and in accordance with APLAF's specifications and Terms of Use, and (ii) to display, reproduce, distribute and transmit in digital form APLAF's name and logo in connection with promotion of the Services. You hereby grant to APLAF a limited non-transferable license to use, display, reproduce, distribute, modify and transmit in digital or printed form information provided by you relating to your organization, including your organization's name, trademarks, service marks and logo, in connection with the implementation and provisioning of the Services.

c.       The Software is owned by APLAF and its structure, organization, and code are the valuable trade secrets of APLAF Inc. The Software is also protected by United States Copyright Law and International Treaty provisions. You must treat the Software just as you would any other copyrighted material, such as a book. You may not copy the Software in any way. You agree not to modify, adapt or translate the Software. You also agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software. You shall not provide access to any third party consultants or companies which may be deemed by APLAF to be a competitor of, or engaged in similar activities, to APLAF.  You acknowledge that violation of the terms of this section may cause irreparable harm to APLAF, its Members, Shareholders, and or Assigns and that you will be held responsible for these damages should you or any company, firm, or individual you allow to access the Software, Services, and or accompanying files, documents and materials, not adhere to these terms and conditions.

 

3.       Information Security.

We will collect information, including names, addresses, credit card information and other information required by you, from individuals registering for your Activities through the Website. All information collected by APLAF shall be hosted on your behalf. Such information shall not be shared with unaffiliated 3rd parties unless necessary either by law or in order to provide Services. You may access this information at any time, provided your account is is good standing and no balance is due, by downloading it from our servers using your private password and "login" identifier. You are responsible for keeping your login credentials private and secure. Certain data is encrypted and unavailable for retrieval including but not limited full credit card details, user passwords, and other sensitive information defined by industry standard or by APLAF.

If you are unable to access your registrants' information through the Administrative portion of the Website, upon request, we will send such information to you via e-mail, fax, airmail, or other electronic delivery method at our discretion provided this information is not protected by additional encryption used in complying with industry standards. You will be responsible for protecting the privacy and security of any information that you store on, or retrieve from our servers, and you shall be responsible for preventing any unauthorized or illegal use or dissemination of such information. Default on your service terms or failure to pay any balance due may result in loss of ownership of data stored for you by ProClass. ProClass is not responsible for loss of data due to deletion for non payment or due to equipment failure.

4.       Privacy.

Each party shall comply with all applicable laws and regulations governing online privacy in fulfilling its obligations hereunder and in collecting and using personal information about users of the Websites.

5.       Setup, Maintenance, Hosting, and Support Fees

a.       Applicable Maintenance, Hosting, and Support Fees are more specifically described in your Customer Order Form. All Fees set forth in these Terms of Use and the Customer Order Form and Service Agreement will be due from you within 15 days of invoice date. Any Fees rendered later than this deadline shall accrue an initial late fee of $25 or 5%, whichever is greater, plus interest at the annual rate of 18%. In the event of delay in paying a Fee, you shall reimburse APLAF for any legal fees incurred by APLAF in its collection efforts. Late payment of any fees due may result in interruption or restriction of service.

Cancellation of service requires at least 60 days notice prior to the beginning of any given term. All terms are annual unless specified otherwise in writing. Notice must be provided in writing to the address listed below.  

Current pricing schedule is available upon request at support@ProClassOnline.com

b.       Subsequent term fees are based the then current Pricing Schedule which is available upon request. APLAF reserves the right to increase or add fees at the beginning of any term and shall provide at least 60 days' notice of any new fee or changes in existing pricing levels. If you exceed your current pricing level within 90 days of the start of any term APLAF reserves the right to charge the additional amount due, for the current term based upon the then current pricing schedule. The current pricing schedule is available upon request to customers by requesting it from support@ProClassOnline.com. Exceeding your current pricing level does not constitute a pricing change per these terms of use and does not require notice of any kind. 

c.      Additional services may be requested by you in the areas of services, customization, data analysis and / or conversion. These services are optional and are billed at the then current hourly rates. All optional services require written authorization delivered either via E-mail, USPS, or Fax. All modifications, customization, or product of any service provided by APLAF are the sole property of APLAF.

d.      You are responsible for obtaining and providing X-Charge merchant account information or other approved payment gateway information to enable APLAF to configure credit card processing for your online registration and within ProClass.

 

6.       Disclaimer of Warranty/Limitation of Liability.

a.       APLAF expressly disclaims any warranty that the use of its Intellectual Property or the Services will be uninterrupted, error free, impervious to intrusion or attack, or that the specifications will meet your requirements. The Intellectual Property and Services are provided to you on an "AS-IS" basis without warranties of any kind, either express or implied, including without limitation warranties of merchantability or fitness for a particular purpose. APLAF shall not be liable for indirect, incidental, consequential, or lost profit damages of any kind. APLAF's total liability under this or any agreement is limited to the amount Fees collected and retained hereunder and shall for any reason exceed the total amount of the Fees collected during the most recent or current term.

7.       Representations and Warranties.

Each party represents and warrants that it has the necessary and full right, power, authority and capability to enter into these Terms of Use and to perform its obligations hereunder; that it owns or controls the rights granted or licensed to the other party herein; that the execution and performance of its obligations under these Terms of Use will not violate any known rights of any third party, any contractual commitments or any applicable federal, state, and local law or regulation; and that to its knowledge the marks, logos and intellectual property licensed to the other party herein do not violate the proprietary rights of a third party.

8.       Indemnification.

Each party shall indemnify and hold harmless the other party and its directors, officers, employees, affiliates and agents, against any claim, demand, cause of action, debt or proceedings (whether threatened, asserted, or filed) and all related damages, losses, liabilities, cost and expenses (including reasonable attorneys' fees), to the extent that: (i) it is based upon the indemnitor's breach of a representation, warranty or obligation hereunder; (ii) it arises out of the indemnitor's gross negligence or willful misconduct; or (iii) it is based upon the indemnitor's violation of any applicable federal, state or local law or regulation. You shall indemnify and hold harmless APLAF against any claim or cause of action to the extent that it is based on injury or damage to a participant in any of your activities.

9.    Miscellaneous.

Any notices to APLAF shall be in writing by fax at 866-421-2210 or airmail to:

APALF Inc.
PO BOX 4668 #22490
New York NY 10163

Neither party may assign its rights or obligations arising out of these Terms of Use without the other party's prior written consent, except that APLAF may assign your subscription to the services in connection with any sale, or transfer of all or substantially all of its assets or any other transaction in which more than fifty percent of its voting securities are transferred. This Terms of Use shall be governed by the laws of the State of Arizona.