Terms of Service

The applications, features, and functionality (the "Service") made available by Apture, Inc. ("Apture") allows authorized users (each a "User") to embed links to and display third-party content within the User's website, thereby enriching the website content and providing a more robust end-user experience.

These terms and conditions (the "Terms") represent the agreement between you and Apture. Your use of the Service indicates that you accept these Terms. If you do not accept these Terms, do not use the Service.

It is important for you to review these Terms and Apture's Privacy Policy periodically as we may modify them at any time and you agree that such modifications are effective and binding upon you immediately upon your use of the Service following the posting of the modified version.

References in these Terms to "we", "us" or "our" shall mean Apture; references to "User," shall mean a user of the Service, including you; references to "end-user" shall mean any member of the public who accesses your website or the website of any other User; and references to "you" and "your" means you, your employees, agents, and contractors, and any other entity on whose behalf you accept these Terms, all of whom shall also be bound by these Terms.

1. General.

1.1 You may not access the Service or any functionality provided through the Service if you have not been provided with a User identification and password by Apture or another entity authorized to grant access to the Service.

1.2 If you are an employee of an entity that provides access to the Service through a separate agreement with us, you agree to comply with all relevant policies and procedures of your employer with regard to the access and use of the Service as well as our agreement with such entity.

1.3 You agree that the Service is a communication enablement service offered as a convenience to authorized Users. You understand that the Service provides you with the ability to link to and display third-party media and information (collectively, "Third-Party Media") and that you are solely responsible for your use of such Third-Party Media and any such information that you intentionally or unintentionally communicate to others. You agree and covenant to obtain all rights from owners of Third-Party Media necessary for you to link or display such Third-Party Media.

1.4 You agree to comply with the laws and relevant regulations of the United States of America with regard to the handling and use of any information utilized by you via the Service. If you are located outside of the United States of America, you also agree to comply with the laws and relevant regulations of the country, state or territory in which you are located, to the extent such laws and regulations are more stringent than the laws and regulations of the United States of America with regard to the handling and use of any information accessed by you via the Service.

1.5 You acknowledge, consent and agree that we may access, preserve and disclose your account information, including records regarding your use of the Service and records of content submitted or accessed by you, if requested to do so by the entity that provided your User identification and password or if we have a good faith belief that such access, preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce these Terms; (iii) respond to any claim that any content violates third-party rights; (iv) respond to User requests for customer service; or (v) protect the rights, property or personal safety of Apture, its Users and the public.

1.6 We reserve the right to modify these Terms at any time without notice to you. Such modifications shall be effective upon posting by us on our website.

1.7 You agree to not (i) use any method to intercept or expropriate any system data or information from the Service without the express written permission of Apture; or (ii) use any robot, spider, other automatic device, or manual process to crawl, index, or copy the Service web pages or the content contained herein.

2. License Grants.

We grant you a limited license to make personal use only of the Service in accordance with these Terms. This license expressly excludes, without limitation, any reproduction, duplication, sale, resale, lease, timesharing or other similar use of the Service, making any derivative work of the Service or any portion thereof.

You grant us a license to host the content that you provide to Apture via the Service for the benefit of your use of the Service, and for us to make such content available to other Users or any end-user seeking information regarding the subject matter of the content.

3. Nature of Use of the Service. You agree to not use the Service to:

3.1 upload, post, email, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

3.2 harm minors in any way;

3.3 link, upload, post, email, transmit or otherwise make available any content that you do not have a right to make available under any law, or under any contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements, or confidential medical information);

3.4 link, upload, post, email, transmit or otherwise make available any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party without such party's authorization;

3.5 link, upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;

3.6 link, upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, viruses, malware, bots, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

3.7 interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or

3.8 intentionally or unintentionally violate any applicable local, state, national or international law, or any regulations having the force of law.

4. Security.

While we use commercially reasonable security, no system can perfectly guard against risks of intentional intrusion or inadvertent disclosure of information. When using the Service, information will be transmitted over a medium that is beyond our control. YOU HEREBY EXPRESSLY ASSUME THE SOLE RISK OF ANY UNAUTHORIZED DISCLOSURES, INTENTIONAL INTRUSION, OR ANY DELAY, FAILURE, INTERRUPTION OR CORRUPTION OF DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH THE USE OF THIS SERVICE.

5. User ID and Password.

You will be provided a User identification and password by the entity granting your access to the Service. It is extremely important that you keep your User identification and password completely confidential. Anyone with access to your User identification and password will be able to view the confidential information that you are authorized to access and communicate with other Users as if that person were you. It is your responsibility to prevent disclosure of your password and to notify us, and the entity that provided your password immediately if you feel that your security has been compromised.

6. Discontinuation and Suspension of the Service.

You may discontinue use of the Service at any time by sending a message via the Service requesting this change to the entity(ies) that granted your access to the Service. We are not responsible for canceling your use of the Service.

We reserve the right, for any reason, at our sole discretion and without notice to you, to add to, change, suspend or discontinue any aspect of the Service, and we will not be liable to you or to any third party for doing so. Apture periodically schedules system downtime for maintenance and other purposes. Unplanned system outages also may occur. Apture shall have no liability whatsoever for (i) the resulting unavailability of the Service, (ii) any loss of data or transactions caused by planned or unplanned system outages, (iii) any resultant delay, misdelivery, or nondelivery of information caused by system outages, or (iv) any third-party acts or any other outages of web host providers or the Internet infrastructure and network external to the Service.

7. Suspension or Termination of Access.

If we believe you have violated these Terms or otherwise abused the use of this Service, we reserve the right, at our sole discretion, to suspend or discontinue your access to and use of the Service. Your access will only be reinstated upon request to us from the entity that provided your User identification and password. We reserve the right to refuse such request in our sole discretion.

8. Advanced Features.

As the Service uses advanced Internet browser techniques and technologies, use of the Service may involve additional security risks to your computer. One technology used to speed up your browsing experience involves retrieval of webpage content in the background while you are using the Service. This technique is similar to you opening multiple pages; as this happens automatically, however, the Service may retrieve webpage content that you did not request, and store it in your browser's cache. As when you open any webpage in your browser, you may be subject to third-party code executed by such webpage, including pop-ups, pop-unders, misleading content, adult content, malicious code, and other similar devices. To minimize these risks, you should keep your computer up-to-date with all operating system and browser updates, and run suitable virus and firewall protection. You understand and agree that any use of the Internet involves some risk to your computer and data, and you agree that Apture shall in no event be responsible for any third-party content or code retrieved via the Service (including content retrieved into your browser's cache).

9. Intellectual Property.

All Third-Party Media is the property of the respective third parties. You agree and covenant to obtain all rights from owners of Third-Party Media necessary for you to link or display such Third-Party Media.

All pages within the Service are the property of Apture (provided that such pages may contain or link to third-party intellectual property). The Service is protected by federal and international copyright, trademark and other intellectual property laws. No portion of the pages within the Service may be reprinted, republished, modified, or distributed in any form without the express written permission of Apture. You shall not reproduce, reverse engineer, decompile, disassemble, modify or create derivative works with respect to the Service. Certain content may be licensed by us from third parties; any such licensed third-party content and all intellectual property rights related to such content belong to the respective third parties. You shall not remove any copyright, trademark or other intellectual property or proprietary notice or legend contained on the Service or its content. Any rights not expressly granted by this Agreement with respect to the Service are reserved by Apture.

All trademarks and logos used on this Service are the trademarks, service marks or logos of their respective owners. Nothing in this Agreement shall confer any right of ownership of any trademarks to you. Further, nothing on the Service shall be construed as granting, by implication, estoppel or otherwise any license or right to use any trademark used or displayed on the Service, without the express written permission of Apture or the trademark owner.

10. Links to Third Party Sites.

The Service may contain links to websites operated by other parties. The links are provided for your convenience only. We do not control such websites and we are not responsible for the content and performance of these sites. The inclusion of links to other websites does not imply any endorsement by Apture of the material on the websites or any association with their operators. We do not operate, control or endorse any information, products or services provided by third parties through the Internet. Use of other sites is strictly at your own risk including, but not limited to, any risks associated with destructive viruses. You are responsible for viewing and abiding by the terms and conditions of use and the privacy statements of the other websites. WE DO NOT ENDORSE, WARRANT OR GUARANTEE ANY PRODUCTS OR SERVICES PROMOTED, OFFERED OR PROVIDED BY OR ON BEHALF OF THIRD PARTIES ON OR THROUGH THE SERVICE. WE ARE NOT A PARTY TO, AND DO NOT MONITOR, ANY LINKS POSTED, TRANSACTION BETWEEN USERS AND THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES. WE SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS.

11. No Warranty.

YOU UNDERSTAND AND AGREE THAT WE PROVIDE THE SERVICE ON AN "AS IS" BASIS AND GRANT YOU NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR UNINTERRUPTED ACCESS, TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SERVICE OR THE FUNCTIONS OR CONTENT MADE AVAILABLE THEREBY WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS.

12. Limitation of Liability.

IN NO EVENT SHALL WE, OUR REPRESENTATIVES OR ANY OF OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTENT OR SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SERVICE OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS, LOST BUSINESS, DATA OR SALES, OR COST OF SUBSTITUTE SERVICES, EVEN IF WE OR OUR REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL APTURE BE LIABLE IN ANY WAY FOR ANY CONTENT (INCLUDING THIRD-PARTY MEDIA), INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, LINKED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE SERVICE.

13. Indemnity.

You covenant and agree to indemnify, defend and hold harmless Apture and its subsidiaries, affiliates, officers, agents, employees, partners and licensors from and against any and all claims, actions and demands (including all attorneys' fees, costs, liabilities, damages and judgments arising from or related thereto) made by any third party due to or arising out of Third-Party Media or other content that you link, submit, post, transmit or otherwise make available through the Service, your use of the Service, your connection to the Service, your violation of these Terms, or your violation of any law or the rights of another.

14. Digital Millennium Copyright Act.

14.1 Notice. If you are a copyright owner or an agent thereof and believe that any content being displayed by any User through the Service infringes upon your copyrights, you may submit a notification to us pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further details):

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

14.2 Copyright Agent. Apture's designated Copyright Agent to receive notifications of claimed infringement is: "Copyright Administrator", reachable at copyright@apture.com. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Apture customer service through contact@apture.com. You acknowledge that if you fail to comply with all of the requirements of this Section 14, your DMCA notice may not be valid.

14.3 Counter-Notice. If you believe that your content that was removed (or to which access was disabled) is not infringing, or that you have authorization from the copyright owner, the copyright owner's agent, or pursuant to the law to post and use the content, you may send a counter-notice containing the following information to the Copyright Agent:

Your physical or electronic signature;
Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in the Northern District of California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

14.4 Effect of Counter Notice. If a counter-notice is received by our Copyright Agent, Apture may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order, the removed content may be replaced or access to it restored 10 or more business days after receipt of the counter-notice, at Apture's sole discretion.

15. Privacy.

Apture's Privacy Policy applicable to the Service is available on this website, and is incorporated into these Terms. Alternatively, you may access the Privacy Policy at www.apture.com.

16. Miscellaneous.

16.1 Governing Law and Jurisdiction. By using the Service, you agree that the laws of the state of California, without regard to its conflict of laws provisions, will govern these Terms and any dispute that might arise between you and us. You expressly agree that exclusive jurisdiction for any dispute relating to these Terms with Apture, or any of its affiliates, employees, contractors, officers or directors, resides in the appropriate state court or federal court in California and you further agree and expressly consent to the exercise of personal jurisdiction thereof in connection with any claim involving Apture, or any of its affiliates, employees, subsidiaries, contractors, officers and directors. Use of the Service is unauthorized in any jurisdiction that does not give effect to these Terms. Notwithstanding the exclusive nature of California's jurisdiction we may seek equitable relief, such as an injunction, in any court of competent jurisdiction.

16.2 Entire Agreement. These Terms (including the Privacy Policy) constitutes the entire agreement between you and us and governs your use of the Service, superseding any prior agreements between you and us with respect to the Service.

16.3 Waiver and Severability of Terms. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.

16.4 International Use. We control and operate the Service from our offices in the United States of America. We do not represent that the Service is appropriate or intend for the Service to be available for use in other locations. If you choose to use the Service outside of the United States, you will be solely responsible for any violations of local laws and regulations resulting from such use, including those governing online conduct and Content transmissions.

16.5 Proprietary Rights. We own and retain all proprietary and intellectual property rights in and to the Service. All content on our website and included in our Service is protected by intellectual property laws and international treaty provisions.

Contact Us. If you have any questions concerning these Terms, or if you would like to contact us for any other reason, please call Apture Support at (650) 340-8005 or email us at contact@apture.com.