Factor Terms of Service
FACTOR TERMS OF SERVICE
Last Updated: October 24, 2019
Thank you for selecting the Services offered by Aptera Software Inc. and/or its subsidiaries and affiliates (referred to as “Aptera“, “we”, “our”, or “us”). Review these Terms of Service (“Agreement”) thoroughly. This Agreement is a legal agreement between you and Aptera. By clicking “I Agree,” indicating acceptance electronically, or by, installing, accessing or using the Services, you agree to this Agreement. If you do not agree to this Agreement, then you may not use the Services.
Section A: General Terms
This Agreement describes the terms governing your use of the Aptera Services. It includes by reference:
Aptera‘s Privacy Notice
Additional terms and conditions, which may include those from third parties.
Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, data processing agreements, etc.
You must be at least 18 years of age to use our Services. By accessing or using our Services you agree that:
You can form a binding contract with Aptera;
You are not a person who is prohibited from receiving the Services under the laws of the United States; and
You will comply with this Agreement and all applicable local, state, national, and international laws, rules, and regulations, including import and export regulations.
2. YOUR RIGHTS TO USE THE SERVICES
i. The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by Aptera. Aptera reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, Aptera grants to you a personal, limited, nonexclusive, nontransferable right and license to use the Services.
ii. You agree not to use, nor permit any third party to use, the Services in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:
- Reproduce, modify, copy, sell, trade, lease, rent or resell the Services.
- Decompile, disassemble, or reverse engineer the Services.
- Make the Services available on any file-sharing or application hosting service
i. Trial. The Service is offered with a free trial for 30 days. If you need more than 30 days, you will only be able to continue using the Service by paying in advance for additional usage. If you fail to pay for additional usage, your account will be downgraded to the free plan; at which point you may not be able to access or retrieve some or all the data you added or created during the trial.
ii. Plan Levels. Upgrades to a plan level will be prorated based the date of the upgrade with regards to the time remaining in the current billing cycle. Any downgrade to a plan level, will result in the new rate being charged at the next billing cycle. There will be no prorating for downgrades in between billing cycles. Downgrading your Service may cause the loss of certain features and functionality and potential loss of access to data. We do not accept any liability for such loss.
iii. Payment Terms. For Services offered on a payment or subscription basis, the following terms apply, unless Aptera or its third party affiliate notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:
a) Payments will be billed to you in U.S. dollars (plus any and all applicable taxes), as shown in the product ordering and subscription terms, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.
b) You must pay with one of the following:
- A valid credit card acceptable to Aptera;
- By another payment option Aptera provides to you in writing.
f) Payment obligations are non-cancelable and, except as expressly stated in the Contract, feed paid are non-refundable.
4. USE WITH YOUR MOBILE DEVICE
Use of these Services may be available through a compatible mobile device, Internet access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.
Aptera makes no warranties or representations of any kind, express, statutory or implied as to:
a) The availability of telecommunication services from your provider and access to the services at any time or from any location;
b) Any loss, damage or security intrusion of the telecommunication services; and
c) Any disclosure of information to third parties or failure to transmit any data, communications or settings connected with the services.
5. DATA PROCESSING AND PRIVACY
a) Aptera is the controller of the personal information it processes about you when you use the Services and
b) You acknowledge that Aptera will process your personal information as described in our Privacy Notice when you use our Services.
6. CONTENT AND USE OF THE SERVICES
i. Responsibility for Content and Use of the Services.
a) Content includes any data, information, materials, text, graphics, images, music, software, audio, video, works of authorship of any kind, that are uploaded, transmitted, posted, generated, stored or otherwise made available through the Services (“Content”), which will include without limitation any Content that account holders (including you) provide through your use of the Services. By making your Content available through your use of the Services, you grant Aptera a worldwide, royalty-free, non-exclusive license to host and use your Content. Aptera is not responsible for any of your Content that you submit through the Services.
b) You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in, promote or transmit any of the following:
Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that is excessively violent, incites or threatens violence, encourages “flaming” others or criminal or civil liability under any local, state, federal or foreign law;
Content that would impersonate someone else or falsely represent your identity or qualifications, or that may constitute a breach of any individual’s privacy; is illegally unfair or deceptive, or creates a safety or health risk to an individual or the public;
Except as permitted by Aptera in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or spamming or flooding;
Virus, Trojan horse, worm or other disruptive or harmful software or data; and
Any Content that you do not own or have the right to use without permission from the intellectual property rights owners thereof.
ii. Restricted Use of the Services. You shall not, and shall not permit any users of the Services or any other party to, engage in, solicit, or promote any activity that is objectionable or may be illegal, violates the rights of others, is likely to cause notoriety, harm or damage to the reputation of Aptera or could subject Aptera to liability to third parties, including:
a) unauthorized access, monitoring, interference with, or use of the Services or third party accounts, data, computers, systems or networks;
b) interference with others’ use of the Services or any system or network, including mail bombing, broadcast or denial of service attacks;
c) unauthorized collection or use of personal or confidential information, including phishing, pharming, spidering, and harvesting;
d) viewing or other use of any Content that, in Aptera’s opinion, is prohibited under this Agreement;
e) any other activity that places Aptera in the position of fostering, or having potential or actual liability for, illegal activity in any jurisdiction; or
f) attempting to probe, scan, penetrate or test the vulnerability of an Aptera system or network or to breach Aptera’s security or authentication measures, whether by passive or intrusive techniques.
Aptera reserves the right to not authorize and may terminate your use of the Services based on reasonable suspicion of your activities, business, products or services that are objectionable or promote, support or engage in any of the restricted uses described above.
iii. Community forums. The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public. Aptera does not support and is not responsible for the Content in these community forums. Please use respect when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which Aptera is not responsible.
iv. Aptera may freely use feedback you provide. You agree that Aptera may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant Aptera a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Aptera in any way.
v. Aptera may monitor Content. Aptera may, but has no obligation to, monitor access to or use of the Services or Content or to review or edit any Content for the purpose of operating the Services, to ensure compliance with this Agreement, and to comply with applicable law or other legal requirements. We may disclose any information necessary to satisfy our legal obligations, protect Aptera or its customers, or operate the Services properly. Aptera, in its sole discretion, may refuse to post, remove, or refuse to remove, or disable any Content, in whole or in part, that is alleged to be, or that we consider to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
7. ADDITIONAL TERMS
i. Aptera does not give professional advice. Unless specifically included with the Services, Aptera is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.
ii. We may tell you about other Aptera Services. You may be offered other services, products, or promotions by Aptera (“Aptera Services”). Additional terms and conditions and fees may apply. With some Aptera Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet.
iii. Communications. Aptera may be required by law to send you communications about the Services or third party products. You agree that Aptera may send these communications to you via email or by posting them on our websites
iv. You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact Aptera if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.
8. DISCLAIMER OF WARRANTIES
i. Your use of the services, software, and content is entirely at your own risk. Except as described in this agreement, the services are provided “as is.” to the maximum extent permitted by applicable law, Aptera, its affiliates, and its and their third party providers, licensors, distributors or suppliers (collectively, “suppliers”) disclaim all warranties, express or implied, including any warranty that the services are fit for a particular purpose, title, merchantability, data loss, non-interference with or non-infringement of any intellectual property rights, or the accuracy, reliability, quality of content in or linked to the services. Aptera and its affiliates and suppliers do not warrant that the services are secure, free from bugs, viruses, interruption, errors, theft or destruction. If the exclusions for implied warranties do not apply to you, any implied warranties are limited to 60 days from the initial date of purchase or delivery of the services, whichever is sooner.
ii. Aptera, its affiliates and suppliers disclaim any representations or warranties that your use of the services will satisfy or ensure compliance with any legal obligations or laws or regulations.
9. LIMITATION OF LIABILITY AND INDEMNITY. To the maximum extent permitted by applicable law, the entire liability of Aptera, its affiliates and suppliers for all claims relating to this agreement shall be limited to the amount you paid for the services during the twelve (12) months prior to such claim. Subject to applicable law, Aptera, its affiliates and suppliers are not liable for any of the following:
a) indirect, special, incidental, exemplary, punitive or consequential damages;
b) damages relating to failures of telecommunications, the internet, electronic communications, corruption, security, loss or theft of data, viruses, spyware, loss of business, revenue, profits or investment, or use of software or hardware that does not meet Aptera systems requirements.
The above limitations apply even if Aptera and its affiliates and suppliers have been advised of the possibility of such damages. This agreement sets forth the entire liability of Aptera, its affiliates and your exclusive remedy with respect to the services and its use.
You agree to indemnify and hold Aptera and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as “Claims”). Aptera reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Aptera in the defense of any Claims.
10. CHANGES. We reserve the right to modify this Agreement, in our sole discretion, at any time, and the modifications will be effective when posted through the Services or on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. It is important that you review this Agreement whenever we modify it because your continued use of the Services indicates your agreement to the modifications.
i. Termination for Cause. Aptera may, in its sole discretion and without notice, restrict, deny, terminate this Agreement or suspend the Services, related or other Services, effective immediately, in whole or in part, if we determine that your use of the Services violates the Agreement, is improper or substantially exceeds or differs from normal use by other users, raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues, to protect the integrity or availability of the Services or systems and comply with applicable Aptera policy, if you no longer agree to receive electronic communications, or if your use of the Services conflicts with Aptera’s interests or those of another user of the Services.
ii. Termination Without Cause. You may terminate your free subscription immediately without cause. We may also terminate your free subscription without cause, but we will provide you with thirty (30) days prior written notice.
iii. Effect of Termination. Upon Aptera notice that your use of the Services has been terminated you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect Aptera’s rights to any payments due to it. Aptera may terminate a free account at any time. Sections 2.2, 3 through 15 will survive and remain in effect even if the Agreement is terminated.
12. GOVERNING LAW AND JURISDICTION. This Agreement shall be treated as though it were executed and performed in Fort Wayne, Indiana, and shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to conflict of law principles. Notwithstanding the foregoing, you acknowledge that your breach (or an apprehension of breach) of any provisions of this Agreement, or any infringement (or apprehension of infringement) of Aptera’s or its Suppliers’ intellectual property rights may cause Aptera irreparable damage for which recovery of money damages would be inadequate. Accordingly, you agree that Aptera shall be entitled, in addition to any other remedies available to it, to seek (in any court of competent jurisdiction, notwithstanding the previous sentence) any relief (whether equitable or otherwise) to prevent or restrain any such breach or apprehended breach by you or otherwise to protect Aptera’s rights under this Agreement. The parties hereby consent to the exclusive jurisdiction and venue of the Allen County Circuit or Superior Court in Fort Wayne, Indiana and you agree that you will procure that any third party making a claim against Aptera arising out of this Agreement shall bring such claim exclusively in the Allen County Circuit or Superior Court in Fort Wayne, Indiana and subject to the limitations and exclusions of liabilities provided for in this Agreement. Aptera does not represent that the Services and/or content within the Services is appropriate or available for use in all jurisdictions or countries. Aptera prohibits accessing content from within countries or states where such content is illegal. You are responsible for compliance with all applicable laws pertaining to your use and access to the Services in your jurisdiction.
13. LANGUAGE. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. In the event of a dispute the parties confirm that they have requested that this Agreement and all related documents be drafted in English.
14. GENERAL. This Agreement, including the Additional Terms below, is the entire agreement between you and Aptera regarding its subject matter and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You may not assign or transfer this Agreement to anyone without written approval of Aptera. However, Aptera may assign or transfer this Agreement without your consent to (a) an affiliate, (b) a company through a sale of assets by Aptera or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact Aptera via an email to: firstname.lastname@example.org.
ADDITIONAL TERMS AND CONDITIONS FOR THE SERVICES
Your use of the Services provided by Aptera are subject to the general Terms of Service above including these Additional Terms and Conditions which govern your use of the Services indicated below. To the extent of any conflict or inconsistency with the general Terms of Service above, these Additional Terms and Conditions shall prevail.
Factor Supplemental Agreement and Terms of Service
Thank you for selecting Factor. This license agreement in addition to the Aptera Terms of Service (the “Agreement”) is a legal agreement between the User, a single legal entity identified in the registration process provided as part of the start-up process (“User”, “you”), and Aptera Software Inc. and/or its subsidiaries and affiliates (“Aptera,” “we”, “our” or “us”).
By selecting “ACCEPT,” You indicate that you have read and understood, and assent to be bound by, the terms of this Agreement. If the person selecting “ACCEPT” is an individual working for you (“Agent”), such person is agreeing to the terms and conditions of this Agreement on behalf of you and represents and warrants to Aptera that he/she has full power and authority to enter into this Agreement on your behalf.
If you do not agree to the terms of the Agreement, you are not granted any rights whatsoever in the Services. If you are not willing to be bound by these terms and conditions, you should not select “ACCEPT,” and may not access or otherwise use Factor.
1. SERVICES. Each of the following products and services are referred to in this Agreement as a “Service” and together as the “Services”:
i. Factor. Factor is an online solution for businesses to perform financial and project management tasks through an online account (each a “Factor Account”). Each Factor Account may only be used to support one business.
ii. Modification to Services. We have the right, in our sole discretion, to revise, update, or otherwise modify the Services or alter your access to the Services; and for material changes, to the extent reasonably possible, we will provide you with reasonable notice either posted on the website hosting the Services or to the Administrator’s (as defined below) email address. Note that we may modify the amount of storage space you have through the Services and the number of times (and the maximum duration for which) you may access the Services in a given period of time. In the event we need to maintain the security of the system or comply with any laws or regulations, we reserve the right to modify the Services immediately, and to provide the Administrator with electronic or written notice within thirty (30) days after any material modifications. You may reject any changes to the Services by discontinuing use of the Services to which such changes relate. Your continued use of the Services will constitute your acceptance of and agreement to such changes.
2. SUBSCRIPTIONS AND USERS
Factor is licensed on a monthly or annual subscription basis, as selected by you or your agent as the user.
3. BETA FEATURES
From time to time, Aptera may, at its sole discretion, include new and/or updated beta features (“Beta Features”) in Factor for your use and which permit you to provide feedback (fees may apply). You understand and agree that your use of the Beta Features is voluntary and Aptera is not obligated to provide you with any Beta Features. You understand that once you use the Beta Features, you may be unable to revert back to the earlier non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Feature back to the earlier non-beta version. The Beta Features are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from any connected device. You acknowledge and agree that all use of the Beta Features is at your sole risk.
4. PERMITTED DISCLOSURES AND USE OF DATA. You acknowledge and agree that in order to provide you with access to and use of Factor, Aptera may provide your access information and account data to (i) your employee or agent who is identified in the registration data as the current firm owner for your account (the “Firm Owner”), and (ii) such other employee or agent who may be designated by you as a replacement administrator for the your account by following the procedures required by Aptera to effectuate such replacement. Any other person You identify as an authorized user of Factor will have access to the account data subject to the access permissions you or the firm owner assigned to them.
5. FACTOR USE AND ACCESS. Aptera shall have the right, in its sole discretion and with reasonable notice posted on Factor site and/or sent to you at the Firm Owner’s email address provided in the Registration Data, to revise, update, or otherwise modify Factor and establish or change limits concerning use of Factor, temporarily or permanently, including but not limited to the number of times (and the maximum duration for which) you may access Factor in a given period of time. Aptera reserves the right to make any such changes effective immediately to maintain the security of the system or User Access Information or to comply with any laws or regulations, and to provide you with electronic or written notice within thirty (30) days after such change. You may reject changes by discontinuing use of Factor to which such changes relate. Your continued use of Factor will constitute your acceptance of and agreement to such changes. Aptera may, from time to time, perform maintenance upon Factor resulting in interrupted service, delays or errors in Factor. Aptera will attempt to provide prior notice of scheduled maintenance but cannot guarantee that such notice will be provided.
6. CANCELLATION. Upon cancellation you will be able to access Factor only through the end of the subscription term, as specified in the product or product program pages. After the subscription term ends, you will not have any access to Factor. There are no refunds upon cancellation. Please contact email@example.com if you wish to cancel your account.
8. THIRD PARTY PRODUCTS AND SERVICES. Aptera may tell you about third party products or services, including via the Service. Aptera may offer products and services on behalf of third parties who are not affiliated with Aptera (“Third Party Products”) and/or provide access or links to third party websites (“Third Party Sites”). If you decide to use any Third Party Products or access any Third Party Sites, you are solely responsible for your selection, review of separate product terms, website terms and privacy policies. Aptera is not affiliated with these Third Party Products or Third Party Sites. You agree that the third parties, and not Aptera, are solely responsible for the Third Party Product’s performance (including technical support), the content on their websites and their use or disclosure of your data. Aptera will not be liable for any damages, claims or liabilities arising from the third parties, Third Party Products or Third Party Sites.
You agree that you will
a) comply with all applicable laws, regulation and ordinances;
b) not use the Third Party Products in any manner that would infringe or violate the rights of Aptera or any other party; and
c) not use the Third Party Products in any way in furtherance of criminal, fraudulent or other unlawful activity.