Terms of Use

These Terms of Use (“Terms”) apply to the Apella Technology Inc. (“Apella”, “we”, “our”, or “us”) website located at apella.io (the “Website”).

THESE TERMS SET FORTH LEGALLY BINDING TERMS THAT GOVERN YOUR USE OF THE WEBSITE. BY ACCESSING OR USING THE WEBSITE, YOU ARE ENTERING INTO A LEGAL CONTRACT WITH APELLA AND ARE ACCEPTING THE TERMS AND AGREE TO BE BOUND BY THE TERMS AND ALL ADDITIONAL TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO ANY PORTION OF THESE TERMS, YOU SHOULD NOT ACCESS OR USE THE WEBSITE.

1. Use of the Website

Apella grants you a non-exclusive, personal, non-transferrable, limited license to use and access the Website in accordance with these Terms. You are prohibited from using the Website: (i) for any unlawful purpose; (ii) to solicit others to perform or participate in any unlawful acts; (iii) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (iv) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (v) to cause or launch any programs, spiders, robots, or scripts or other automatic or manual devices or processes for the purpose of extracting, scraping, indexing, surveying, or otherwise data mining any portion of the Website, or unduly burdening or hindering the operation and/or functionality of any aspect of the Website; (vi) to attempt to gain unauthorized access to or impair any aspect of the Website, or the related systems, servers, or networks; (vii) for resale, time-sharing or other similar purposes; (viii) to stalk, harass or harm another individual; (ix) to impersonate any person or entity, or otherwise misrepresent your affiliation with any person or entity; (x) to use any portion of the Website in any manner that may give a false or misleading impression, attribution or statement as to us or any other person or entity; or (xi) to decompile, reverse engineer, jeopardize the correct functioning of the Website, disassemble the Website, or otherwise attempt to derive the source code of the software that enables or underlies the Website, except as may be permitted by applicable law. Apella reserves the right to terminate your use of the Website for violating any of the prohibited uses.

2. No Warranties

The Website is provided to you as a convenience and for your information only. Your use of the Website is at your own risk. Apella does not warrant or represent that: (i) any materials, documents, recommendations, images, graphics, logos, design, audio, video, and any other information provided from or on the Website (collectively, the “Website Content”) is accurate or complete; (ii) the Website Content is up-to-date or current; (iii) Apella has any obligation to update any Website Content; (iv) the Website Content is free from technical inaccuracies or programming or typographical errors; (v) the Website Content is free from changes caused by a third party; (vi) your access to the Website will be free from interruptions, errors, computer viruses or other harmful components; or (vii) any information obtained in response to questions asked through the Website is accurate or complete.

3. Modifications to the Website

Apella reserves the right to modify, suspend, or discontinue, the Website (in whole or in part) with or without notice to you. You agree Apella will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Website or any part thereof. 

4. User Content

“User Content” means any and all information and content that a user submits to, or uses with, the Website, including the submission of feedback, questions, comments, and suggestions. You are solely responsible for your User Content and assume all risks associated with the use of your User Content, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of your User Content that personally identifies you or a third party. Apella cannot guarantee any confidentiality with respect to any User Content. You hereby grant (and you represent and warrant that you have the right to grant) to Apella an irrevocable, non-exclusive, royalty-free, and fully-paid license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content. 

5. Disclaimers

THE WEBSITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND APELLA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. APELLA MAKES NO WARRANTY THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. APELLA DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE WEBSITE AT TIMES OR LOCATIONS OF YOUR CHOOSING. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THE USE OF THE WEBSITE IS AT YOUR OWN RISK.

6. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL APELLA BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE WEBSITE, EVEN IF APELLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

7. Indemnification

You agree indemnify, and hold harmless Apella (and its employees, service providers, clients, officers, affiliates, subsidiaries, parents, and agents) from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, damages, expenses, and costs (including reasonable attorneys’ fees) assessed or incurred by us, directly or indirectly, with respect to or arising out of: (i) your use of the Website; (ii) your violation of these Terms; (iii) your violation of applicable laws or regulations; (iv) your User Content; or (v) your willful misconduct. 

8. Intellectual Property

The Website and Website Content are owned and controlled by Apella. Apella expressly reserves all of its intellectual property rights in and to the Website and Website Content. No portion of the Website or Website Content may be reproduced in any form or by any means, except as provided elsewhere in these Terms. Nothing on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Apella’ trademarks, service marks, or copyrights without Apella’s prior written permission. You may not: (i) remove or obscure any copyright, trademark, digital watermarks, proprietary legends or other proprietary notices from any portion of our Website; or (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit our Website or Website Content, except as expressly permitted by Apella.  

9. Errors, Inaccuracies, and Omissions. 

Occasionally the Website Content may contain typographical errors, inaccuracies or omissions. Apella reserve the right to correct any errors, inaccuracies or omissions, and to change or update information if any information on the Website is inaccurate at any time without prior notice. Apella undertakes no obligation to update, amend or clarify Website Content except as required by law.

10. Governing Law

These Terms and all matters arising out of or relating to the Website shall be governed by the laws of the United States, without giving effect to the conflict of law provisions thereof. All proceedings that may arise out of or in connection with the Website shall be brought solely in the appropriate state or federal courts. 

11. Termination of Service 

Apella may suspend or terminate your right to access the Website at any time, without notice, for conduct that we believe violates these Terms and/or is harmful to other users of the Website, to Apella, to the business of our Internet service provider, or as we otherwise deem appropriate, in our sole discretion.

12. Age Restrictions

You affirm that you are at least eighteen (18) years of age, or an emancipated minor, and are fully able and competent to enter into these Terms, and abide by and comply with these Terms.  

13. Privacy

Apella collects and uses personal information about you when you access and use the Website in accordance with its Privacy Policy.

14. Electronic Communications

By using the Website, you consent to receive electronic communications from Apella unless you follow applicable opt-out procedures. Apella will communicate with you by email or by posting notices on the Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.

15. Third-Party Links

The Website may include links content provided by third parties (“Third Party Content”). Third Party Content is provided for your convenience and information only. Third Party Content is not under the control of Apella and Apella is not responsible for the content of any Third Party Content. The inclusion of Third Party Content does not imply endorsement, affiliation, partnership, or sponsorship by Apella. Use of any Third-Party Content is at your own risk.

16. Local Laws

Apella makes no representation that the Website is appropriate or available for use in jurisdictions outside the United States. Access to the Website from jurisdictions where such access is illegal is prohibited. If you choose to access the Website from other jurisdictions, you do so at your own risk and are responsible for compliance with applicable local laws.

17. Export Restrictions

The Website may be subject to United States export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any United States technical data acquired from the Website, or any products utilizing such data, in violation of the United States export laws or regulations.

18. Changes To These Terms

Apella may revise these Terms or the Website, or stop providing the Website at any time and without notice to you. Apella encourages you to review these Terms frequently (the date of the most recent revision to these Terms appears at the end of these Terms). Your continued access or use of the Website after such posting constitutes your consent to be bound by the Terms, as amended. 

19. Contact

If you have any questions about these Terms, please contact us at [email protected].

Effective as of June 3, 2021