Updated July 31, 2024

Terms of Service

Online Service Agreement

This online service agreement ("Agreement") is a binding legal contract between you and APIWORX LLC. ("we", "us", or "Apiworx"). This agreement governs your use of any and all Apiworx services ("Services" or "Apiworx Services"), including without limitation, Apiworx e-commerce services, the Apiworx website, Apiworx software application(s), Apiworx mobile application(s) and any other materials made available by Apiworx. By downloading, installing, accessing or using the services, you (a) agree to be bound by this agreement; (b) acknowledge and agree you have independently evaluated the desirability of using the services and are not relying on any representation, guarantee, or statement other than as expressly provided in this agreement; and (c) represent you are lawfully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this agreement.

1. Services

1.1 Except as otherwise expressly agreed upon in writing by Apiworx and subject to the terms and conditions of this Agreement and your payment of all relevant fees, we grant you and your Users a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable, non-assignable, non-transferable license and right to access and use our Services, content, and other materials provided by Apiworx or its third-party vendors for your internal use in strict accordance with this Agreement.

1.2 Certain third-party services used in conjunction with the Apiworx Services ("Plugin Services") may have their own terms and conditions which must be accepted and agreed to prior to your use of such Plugin Services.

1.3 In connection with the Services, we may afford you the ability to interface and interoperate with certain independent third-party software and to upload data from that software. This functionality is dependent on the operation of the third-party software and is provided on an entirely as-is basis.

1.4 You must have an Internet connection to access the Services. You will be solely responsible for the connection of your systems to a telecommunications service that provides Internet access.

1.5 To access and use the Services, you will be required to provide certain personal account registration information including without limitation, your name, billing address, contact phone number, email address, and other information.

1.6 You are solely responsible for maintaining the confidentiality of all passwords associated with your account, and you are solely responsible and liable for all transactions and activities that occur on your account.

1.7 You agree not to sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Services or any part thereof without Apiworx's prior written consent.

1.8 Apiworx reserves the right to add, remove, or modify features or functions, or to provide fixes, updates, and upgrades, to the Services in its sole discretion without prior notice to you.

2. Restrictions

2.1 You may only use the Services as described in the then-current documentation. Except as expressly authorized, you will not (and will not allow any third party to): (i) permit any third party to access and use the Services; (ii) decompile, disassemble, or reverse engineer the Services; (iii) use the Services or any of our Confidential Information to develop a competing product or service; (iv) provide, lease, lend, use for timesharing or service bureau purposes; (v) use the Services in violation of any export control laws; or (vi) remove any copyright, trademark, or proprietary rights notices.

3. Acceptable Use Policy (AUP)

Your use of the Services is subject to Apiworx's Acceptable Use Policy at all times. Prohibited uses include, but are not limited to:

• Behavior that is illegal, obscene, threatening, harassing, defamatory, libelous, deceptive, fraudulent, abusive, improper, malicious, infringing, tortious, or invasive of another's privacy.
• Transmitting or uploading any material that contains viruses, time bombs, trojan horses, worms, malware, spyware, or any other harmful programs.
• Transmitting or uploading any material that infringes, misappropriates, or otherwise violates intellectual property rights or other rights of third parties.
• Sending unsolicited messages or advertisements through comment functions.
• Violating any U.S. or foreign law through the Services.
• Using the Services in any way that interferes with other customers' use and enjoyment.
• Using methods designed to take advantage of, bypass, exploit, or otherwise avoid this AUP.

4. Service Level Agreement / Availability

We will use commercially reasonable efforts to make the Services available for your access and use an average of at least ninety-nine percent (99%) of the time each month during the Term (the "Availability Requirement"), excluding any period of Permitted Unavailability.

5. Beta Services

We may designate certain new functionality or services as "Beta Services." Beta Services will not be ready for use in a production environment. You acknowledge that the Beta Services will be experimental and will not have been fully tested. All Beta Services are provided "AS-IS" and "AS AVAILABLE," without warranties of any kind.

6. Proprietary Rights

6.1 You acknowledge and agree that any and all patents, copyrights, trademarks, service marks, trade secrets, and all other intellectual property rights in the Services are and shall remain the sole and exclusive property of Apiworx and its licensors. Nothing in this Agreement intends to or shall grant, transfer, or assign any IP Rights to you.

6.2 To the extent you provide us with any content for use in connection with the Services ("Customer Content"), you grant us a non-exclusive, worldwide, fully-paid up, royalty-free license to copy, store, record, transmit, display, view, print, and use the Customer Content for purposes of performing this Agreement.

7. Customer Support and Onboarding

7.1 Apiworx offers customer and technical support via support portal and e-mail in conjunction with the Services.

7.2 For any custom projects, the specific terms, deliverables, timelines, and costs will be outlined in a separate proposal.

7.3 The client is responsible for thoroughly testing any deliverables provided by APIWORX.

7.4 APIWORX will consider any work delivered as complete if no objections or requests for revisions are raised within two weeks of delivery.

8. Feedback

You may provide us with suggestions, comments, answers, ideas, feedback, or other information ("Feedback"). By providing us Feedback, you acknowledge and agree that we may or may not use the Feedback for any purpose without obligation of any kind in our sole discretion.

9. Marketing Materials and Communications

Apiworx may send you marketing materials and offer additional promotional services. You may unsubscribe or opt-out at any time by contacting support@Apiworx.com or by clicking the "Unsubscribe" link provided at the bottom of promotional emails.

10. Aggregated Data

You grant us a worldwide, non-exclusive, perpetual, irrevocable license to use Aggregated Data derived from your use of Services for our business purposes. "Aggregated Data" means statistical user information or data that do not include any personally identifiable information.

11. Billing and Payment

11.1 You agree to promptly pay Apiworx the fees associated with your account, including all applicable taxes and additional fees. All fees are non-refundable except as expressly provided.

11.2 Payments not made within the appropriate time period will be subject to late charges equal to the lesser of 1.5% per month or the maximum amount permitted under applicable law.

11.3 On notice of not less than thirty (30) days, we may adjust any or all fees for the Services.

11.4 You must dispute any charges in writing within ten (10) days of the date of the charge.

12. Your Warranties

You represent and warrant that (i) you have full power, capacity, and authority to enter into this Agreement; and (ii) your use of the Services will be in compliance with this Agreement and all applicable laws and regulations.

13. Indemnification

To the maximum extent permitted by applicable law, you will defend, indemnify and hold harmless Apiworx, its affiliates, officers, directors, employees, and agents from any and all claims, actions, proceedings, losses, damages, costs, and expenses arising from your use of the Services or breach of this Agreement.

14. Suspension or Termination

We may, in our sole discretion, suspend your access to the Services for reasons including: preventing disruption or damage, complying with law, protecting from legal liability, removing Customer Content that violates terms, or unpaid invoices beyond 45 days.

15. Confidentiality

15.1 "Confidential Information" means all information or material that is clearly marked confidential, gives a competitive advantage, or should reasonably be assumed confidential. Each party's Confidential Information remains the sole property of the disclosing party.

15.2 Each party agrees to keep Confidential Information confidential for a period of two (2) years from receipt and use the same degree of care as for its own information of similar nature.

16. Disclaimer of Warranties

The services are provided "as is" and "as available," with all faults, and without warranty of any kind. Apiworx and its vendors and licensors disclaim all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, quiet enjoyment, quality of information, or title/non-infringement.

17. Limitation of Liability and Damages

In no event shall Apiworx or its vendors and licensors be liable to you or any third party for any loss of profits, business, data, or other incidental, consequential, indirect or special loss or damage. The total liability of Apiworx will not exceed the total fees you paid during the one (1) month immediately preceding the date that the event giving rise to the liability first occurred.

18. Term and Termination

Unless otherwise agreed in writing, this is an annual agreement, terminable by either party for any reason upon delivery of thirty (30) days prior written notice. In the event you elect not to renew, any prepaid fees will not be refunded.

19. Government Restrictions

Any software provided in connection with this Agreement is commercial computer software as described in DFARS 252.227-7014(a)(1) and FAR 2.101.

20. USA Patriot Act Notice

We anticipate fully complying with our obligations, and availing ourselves of all rights under the USA Patriot Act.

21. Force Majeure

Except for the payment of fees, neither party will be liable for any failure or delay in performance due to any event beyond the reasonable control of such party.

22. Dispute Resolution

22.1 In the event of any dispute, the parties shall first use reasonable best efforts to settle through consultation and negotiation in good faith.

22.2 For disputes involving $10,000 or less, either party may choose binding, non-appearance-based arbitration.

22.3 The non-prevailing party shall reimburse the prevailing party for all reasonable attorneys' fees, costs, and expenses.

23. General Provisions

23.1 This Agreement provides the entire agreement between the parties. It may not be amended without a writing signed by both parties.

23.2 This Agreement will be construed according to the law of the State of Texas, without reference to its conflict of laws rules. Any action may be instituted only in the federal or state courts located in Dallas, Texas, USA.

23.3 No action may be brought more than one (1) year after the cause of action has arisen.

24. Contact Information