Access and use of services
2.1 During the Subscription Term and subject to compliance by You, Administrators and End-Users with this Agreement, You have the limited, non-exclusive, non-transferrable right to access and use the Services consistent with Your Subscription Fees, for Your internal business purposes only. An Affiliate may receive Services under this Agreement provided that such Affiliate directly enters into a Service Order Form. By entering into a Service Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. Subscriber will be responsible for its Affiliates’ compliance with this Agreement. We will (a) make the Services and Service Data available to You pursuant to this Agreement and the applicable Order Forms; (b) provide applicable standard customer support for the Services to You at no additional charge as detailed on the applicable Site and Documentation but subject to any Special Support Fees or other Fees payable by You; (c) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except (i) during planned downtime for upgrades and maintenance to the Services (of which We will use commercially reasonable efforts to notify You in advance both through Our Site and a notice to Your Account owner and Administrators) (“Planned Downtime”); and (ii) for any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labour problem (other than one involving Our employees), Internet service provider failure or delay, energy supplier failure or delay, Third Party Services, or acts undertaken by third parties, including without limitation, denial of service attack (“Force Majeure Event”).
2.2 You may not use the Services to manage training and events, registrations, customer service, or other outsourced business process services on behalf of any third party other than Your own End-Users and Affiliates pursuant to section 2.1. Without limiting the foregoing, Your right to access and use the API is also subject to the restrictions and policies implemented by Aptree from time to time with respect to the API as set forth in the Documentation or otherwise communicated to You in writing.
2.3 A high speed Internet connection is required for proper transmission of the Services. You are responsible at Your cost for procuring and maintaining the equipment, software and network connections that connect Your network to the Services, including, but not limited to, “browser” software that supports protocols used by Aptree, including the Transport Layer Security (TLS) protocol or other protocols accepted by Aptree, and to follow procedures for accessing services that support such protocols. We are not responsible for notifying You, Administrators or End-Users of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Service Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by Aptree. We assume no responsibility for the reliability or performance of any connections as described in this section. Aptree does not warrant that the Services will always be available uninterrupted or error free.
2.4 In addition to complying with the other terms, conditions and restrictions set forth below in this Agreement, You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than authorised Administrators and End-Users in furtherance of Your internal business purposes as expressly permitted by this Agreement; (b) use the Services to Process data on behalf of any third party other than Administrators or End-Users; (c) modify, adapt, or hack the Services or otherwise attempt to gain unauthorised access to the Services or related systems or networks; (d) falsely imply any sponsorship or association with Aptree or the Aptree Group, (e) use the Services in any unlawful manner, including, but not limited to, violation of any person’s privacy rights; (f) use the Services to send unsolicited or unauthorised bulk mail, junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages; (g) use the Services to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person’s intellectual property rights; (h) use the Services in any manner that interferes with or disrupts the integrity or performance of the Services and its components; (i) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any Software making up the Services; (j) use the Services to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libellous, obscene, or discriminatory; (k) use the Services to store or transmit any “protected health information” as that term is defined in 45 C.F.R. 160.103 (USA), unless expressly agreed to otherwise in writing by Aptree; (l) use the Services to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software (“Malicious Software”); (m) use or launch any automated system that accesses a Service (i.e., bot) in a manner that sends more request messages to a Service server in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser; or (n) attempt to use, or use the Services in violation of this Agreement.
2.5 As between You and Aptree, You are responsible for compliance with the provisions of this Agreement by Administrators and End-Users and for any and all activities that occur under Your Account. Without limiting the foregoing, You are solely responsible for ensuring that You hold all third party related rights, permits and consents as may be required for Your use of the Services to store and transmit Service Data (including from all Administrators and End-Users), and that such use is compliant with all applicable laws and regulations relating to You, Administrators and End-Users. You also maintain all responsibility for determining whether the Services or the information generated thereby is accurate or sufficient for Your purposes. Subject to any limitation on the number of individual Administrators available under the applicable Service Plan(s) to which You subscribed or applicable Deployed Associated Service, access to and use of the Services is restricted to the specified number of individual Administrators permitted under Your subscription to the applicable Service. You agree and acknowledge that each Administrators will be identified by a unique username and password (“Login”) and that an Administrator Login may only be used by one (1) individual. You will not share an Administrator Login among multiple individuals. You and Your Administrators are responsible for maintaining the confidentiality of all Login information for Your Account. Aptree reserves the right to periodically verify that Your use of the Aptree Services complies with the Agreement and the Service Plan restrictions on Our Site. Should Aptree discover that Your use of an Aptree Service is not in compliance with this Agreement or the Service Plan restrictions on Our Site, Aptree reserves the right to charge You, and You hereby agree to pay for, said usage in addition to other remedies available to Us.
2.6 In addition to Our rights as set forth in Sections 2 and 8.4, We reserve the right, in Our reasonable discretion, to temporarily suspend Your access to and use of a Service if We suspect or detect any Malicious Software connected to Your Account or use of a Service by You, Administrators or End-Users.
2.7 You acknowledge that Aptree may modify the features and functionality of the Services during the Subscription Term.
2.8 You may not access the Services if You are a direct competitor of the Aptree Group, except with Aptree's prior written consent. You may not access the Services for the purposes of monitoring performance, availability, functionality, or for any benchmarking or competitive purposes.
2.9 If You register for a free trial for any of the Services, We will make such Services available to You on a trial basis, without any Subscription Fees, until the earlier of (a) the end of the free trial period for which You registered to use the applicable Service(s); (b) the start date of any subscription to such Service purchased by You for such Service(s); or (c) termination of the trial by Us in Our sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. Please review the applicable Documentation during the trial period so that You become familiar with the features and functions of the Services under applicable Service Plans before You make Your purchase.
Any Service Data You enter into a Service, and any configurations or customisations made to a Service by or for You, during Your free trial will be permanently lost unless You purchase a Subscription to the same Service as covered by the trial, purchase the applicable Service, or export such Service Data, before the end of the trial period.
2.10 From time to time, We may make Beta Services available to You at no charge. You may choose to try such Beta Services in Your sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms that will be presented to You. Beta Services are not considered “Services” under this Agreement; however, all restrictions, Our reservation of rights and Your obligations concerning the Service, and use of any Third Party Services shall apply equally to Your use of Beta Services. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.
2.11 You agree that Our support team are available to assist with requests related to issues or questions You have about the Service that are covered by the scope of topics in Our Help Centre on a “fair use” basis, and considering the content of Our Documentation. If Your requests require knowledge or experience of Your business processes, proprietary knowledge, software, systems, or otherwise require research beyond topics covered by Our Help Centre or in Our Documentation, We may request that You engage Us in Consultancy Services or We may invoice You for Special Support Fees. In particular, “fair use” means that if You or Your Administrators elect not to receive training as part of Your implementation, or when a new Administrator is added to the Service, that We may limit any non-chargeable support to those Administrators where the requests are of a nature that would have been covered as part of a basic training package.
2.12 In the case of technical problems, You and Your Administrators must make all reasonable efforts to investigate and diagnose problems before contacting Our support team. If You still need technical help, please check the support provided in Our Help Centre, Documentation, or failing that, email us at [email protected] Please note that it is possible that Special Support Fees may apply.
2.13 If We supply You with any third party related applications or packages relating to web controls, integration technology, plug-ins or extensions (whether opensource or otherwise), then You agree:
i.that You are solely responsible for deciding whether to install any upgrades or new releases of those items, and are also solely responsible for testing those items to ensure they function correctly in conjunction with any of Your other systems or software;
ii.that any services We provide in relation to these third party items are on a reasonable endeavours basis only, and that We are not liable in any way to You or any of Your Administrators, End-Users or Affiliates regarding any failure of any of these third party items to operate effectively as You intend;
iii.that ongoing support for any of these items may involve time, input and related cost from the relevant third party provider, and possibly also Aptree if Consulting Services apply or Special Support Fees apply;
iv.that Aptree reserves the right to change any of its APIs which third-party applications or packages use from time to time to the extent that outdated applications or package installations may need modifying or upgrading to maintain compatibility and functionality with the latest version of Our Software, Services or other APIs, and in this case, You accept that the remainder of this section 2.13 will apply to any such changes made by Aptree;
v.that You will be liable to pay any third party costs We incur by supplying these items (as part of the Fees); and
vi.that these items do not constitute “Associated Services”.