Effective Date: October 10, 2016
This Agreement is a legally binding contract and you have a duty to read this Agreement before using the Website. Through your use of the Website, you manifest your assent to the terms of this Agreement. If you do not agree to the terms of this Agreement, you must immediately delete any member account you have created with the Website, if a member account has been created, and cease your use of the Website.
APM reserves the right to replace, modify, edit, or suspend this Agreement at any time and within its sole and absolute discretion. In the event APM replaces, modifies, or edits this Agreement, the Effective Date, located above, will change. Your continued use of the Website after a replacement, modification, or edit of the terms of this Agreement constitutes your manifestation of assent and acquiescence to said replacement, modification, or edit.
- Warranties and Representations. In using the Website, you represent and warrant that you are a human individual, that you are age eighteen (18) or over the age a majority in the jurisdiction in which you reside, that you are of sound mind and competent to agree to the terms of this Agreement, and that your use of the Website does not violate any law, regulation, ordinance, statute, or treaty that is applicable to individuals located in the jurisdiction in which you live. You further warrant that you are not prohibited from entering into this Agreement by the terms of any preexisting agreement. If you are accessing the Website on behalf of a governmental organization, non-governmental organization, or business entity, you warrant that you are an authorized agent of said organization or entity and that you have the authority to bind said organization or entity to the terms of this Agreement.
- Ownership of Content and Intellectual Property.
a. APM is the owner, licensee, or fair user of all rights in, and to, the Website and its associated content, including, but not limited to, copyright rights, trademark rights, patent rights, rights of publicity and privacy, trade secret rights, and any other property or proprietary rights. The Website is subject to copyright and other intellectual property rights under the laws of Canada, the United States, foreign states, and international treaties, and APM provides you with the right to use the Website on a limited basis. You are expressly prohibited from using the Website for any purposes not stated in this Agreement.
b. APM hereby provides you with a limited, non-exclusive, non-assignable, non-sublicensable, and revocable license to use the Website for its customary and intended purposes. Use of the Website for a use outside of its customary and intended purposes or in violation of the terms of this Agreement will result in the immediate termination of this license. This license is revocable at any time, and any rights not expressly granted herein are reserved to APM.
c. You are expressly prohibited from reproducing, preparing derivative works of, distributing, performing publicly, displaying publicly, scraping, framing, hacking, reverse engineering, crawling, or aggregating the Website, whether in whole or in part, without the prior written consent of APM. This prohibition on crawling or aggregating does not apply to search engines that appropriately comply with APM’s robots.txt file.
- Trademarks. APM is the owner of the ALL PERFORMANCE MARKETING trademark, which is a registered or common law trademark, design mark, and trade name of APM. APM is also the owner of all rights in and to the visual appearance, shape, color scheme, selection and arrangement, layout, and look and feel of the Website, which constitutes the trade dress of APM. You are prohibited from using APM’s trademarks, service marks, design marks, logos, trade dress, or trade names, or any colorable imitation thereof, whether on a Website, on a product or service, in a domain name, in pay-per-click advertising, or otherwise, to indicate the source of, sponsorship of, approval of, affiliation with, connection with, or association with your goods or services. All other trademarks, service marks, design marks, logos, trade dress, or trade names displayed on the Website are the property of their respective owners.
- Indemnification. You agree to hold harmless, defend, and indemnify APM from and against any and all claims, demands, judgments, liabilities, costs, and fees, including attorneys’ fees, arising out of or related to: (1) your use of the Website; (2) the creation or use of a User Account; (3) the uploading or transmitting of user-generated content; (4) the violation of any term or condition of this Agreement; (5) the violation of the rights of third parties, including rights of privacy or publicity or intellectual property rights; and (5) the violation of any law, statute, regulation, ordinance, or treaty, whether local, state, provincial, national, or international. Your obligation to defend APM will not provide you with the ability or right to control APM’s defense, and APM reserves the right to control its defense, including, but not limited to, the choice to litigate or settle and claim and the choice to counsel.
- APM as Service Provider. You understand and agree that APM provides the Website as a service and takes no responsibility and cannot be held liable or responsible for any communication or conduct entered into by or between users of the Website, whether through User Accounts or otherwise. APM makes no representations or warranties as to the truth or falsity of the content of the Website, or the legality, quality, or safety of the products or services displayed on the Website. You acknowledge and agree that APM is an interactive computer service provider under Section 230 of the Communications Decency Act. Though APM may edit, remove, or control the content displayed through the Website, you agree that APM will not be considered an information content provider and will not be held liable for the republication or tortious content created by third parties, whether through the Website or otherwise.
- Acceptable Use Policy.
a. You agree that you will not use the Website to violate any law, statute, ordinance, regulation, or treaty, to violate the rights of third parties, or for a use outside of the customary and intended purposes of the Website. Specifically, you are prohibited from:i. Transmitting unsolicited commercial email messages to users of the Website;
ii. Imposing a disproportionate load on the Website or its server infrastructure or otherwise attempting to interfere with the operation of the Website;
iii. Circumventing APM’s technological or security protection mechanisms;
iv. Using a robot, spider, scraper, or other automated technology to access the Website;
v. Posting or transmitting content intended to collect personal or personally identifiable information from users of the Website or third parties;
vi. Harassing a user of the Website;
vii. Harassing a third party trough your use of the Website;
viii. Posting or transmitting content that threatens or encourages bodily harm or the destruction of property;
ix. Posting or transmitting content that infringes upon the intellectual property rights of other users of the Website or third parties; or
x. Posting or transmitting content that constitutes fraud, an unwanted commercial solicitation, a phishing scam, a pyramid scheme, or a chain letter.
- Term and Termination. This Agreement will remain in full force and effect until terminated under the terms of this Agreement. APM may terminate this Agreement without liability at any time, without notice, and for any reason, including, but not limited to, for your violation of any term or condition of this Agreement.
- Disclaimer of Warranties. APM PROVIDES THE WEBSITE ON AN “AS-IS” BASIS AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, ACCURACY, OR NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. IF YOU ARE LOCATED IN SUCH A JURISDICTION, YOU ARE ADVISED TO CONSULT WITH AN ATTORNEY TO UNDERSTAND YOUR RIGHTS UNDER THE LAW.
- Limitation of Liability. APM WILL NOT BE HELD LIABLE TO YOU OR ANY OTHER PERSON FOR ANY CLAIMS, DAMAGES, JUDGMENTS, LIABILITIES, COSTS, CHARGES, OR FEES, INCLUDING ATTORNEYS’ FEES, WHETHER IN TORT, CONTRACT, PERSONAL INJURY, OR STRICT LIABILITY, INCLUDING, BUT NOT LIMITED TO, INDIRECT DAMAGES, CONSEQUENTIAL DAMAGES, EXEMPLARY DAMAGES, INCIDENTAL DAMAGES, STATUTORY DAMAGES, SPECIAL DAMAGES, OR PUNATIVE DAMAGES, EVEN IF APM HAS BEEN ADVISED OF THE POSSIBILTY OF SUCH DAMAGES. APM WILL NOT BE HELD LIABLE OR RESPONSIBLE FOR ANY CONTENT POSTED ON THE WEBSITE. APM IS A SERVICE PROVIDER AND DOES NOT ASSUME RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DESTRUCTION OF IDENTITY, UNAUTHORIZED ACCESS TO AN ACCOUNT, OR ALTERATION THEREOF. APM RESERVES THE RIGHT TO DISCONTINUE THE WEBSITE AT ANY TIME AND WITHOUT LIABILITY.
- Assignment. You acknowledge and agree that you are prohibited from assigning your rights and obligations under this Agreement. APM may assign its rights and obligations under this Agreement at any time, including, but not limited to, in a sale of the Website.
- Resolution of Disputes and Governing Law. This Agreement, including all matters relating to the validity, construction, performance, and enforcement thereof, shall be governed by the laws of the Province of British Columbia. Any action or dispute arising out of or related to this Agreement or its subject matter may only be brought in the courts located in or with jurisdiction over the Province of British Columbia. You agree to submit to the exclusive personal and subject matter jurisdiction of any court located in or with jurisdiction over the Province of British Columbia.
- Severability. If any provision of this Agreement is found to be invalid or unenforceable for any reason whatsoever, the remaining provisions will remain valid and unimpaired and will continue in full force and effect.
- Waiver. You understand and agree that no term or provision of this Agreement will be deemed to have been waived and no breach will be deemed to have been consented to unless said waiver or consent is in writing and signed by the party to be charged.
- Limitation on Actions. APM AND YOU BOTH AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. FAILURE TO ASSERT SAID CAUSE OF ACTION WITHIN ONE YEAR WILL PERMANENTLY BAR ANY AND ALL RELIEF.
- Reservation of Rights. All rights not expressly granted herein are reserved to APM.