Terms of Service

Welcome to Apex Client Systems, a digital marketing software provided by Apex Digital Marketing. These terms of service (“Terms”) govern your access to and use of our software, services, and website (collectively, the “Services”).

By accessing or using the Services, you agree to be bound by these Terms. If you do not agree to these Terms, do not use the Services.

Use of Services

You may use the Services only for lawful purposes and in accordance with these Terms. You may not use the Services:

In any way that violates any applicable federal, state, local, or international law or regulation.

For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.

To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.

To impersonate or attempt to impersonate us, our employees, another user, or any other person or entity.

To use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on our website.

To introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.

To attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer, or database connected to the Services.

Accounts

You may need to create an account to use certain Services. You are responsible for maintaining the confidentiality of your account and password, and you agree to accept responsibility for all activities that occur under your account.

Content

The Services may allow you to submit, upload, publish, or otherwise make available content, including but not limited to text, photographs, videos, and audio (collectively, “User Content”). You retain all rights in, and are solely responsible for, the User Content you make available through the Services.

By making any User Content available through the Services, you grant to us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, copy, modify, create derivative works based on, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and our business), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents, and releases that are necessary to grant to us the rights in such User Content, as contemplated under these Terms; and (ii) neither the User Content, your submission, uploading, publishing, or otherwise making available of such User Content, nor our use of the User Content as permitted herein will infringe, misappropriate, or violate a third party’s patent, copyright, trademark, trade secret, moral rights, or proprietary or other proprietary rights, or result in the violation of any applicable law or regulation.

Monitoring and Enforcement; Termination

We have the right, but not the obligation, to monitor User Content submitted to the Services to determine compliance with these Terms and any other operating rules established by us. We have the right in our sole discretion to edit, refuse to post, or remove any User Content.

Without limiting our other remedies, we may limit, suspend, or terminate our Services and user accounts, prohibit access to our Services, remove hosted content, and take technical and legal steps to keep users off the Services if we think that they are creating problems or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of our policies.

We also reserve the right to cancel unconfirmed or inactive accounts.

Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR ANY INTERRUPTIONS OR ERRORS.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US FOR THE SERVICES DURING THE TERM OF MEMBERSHIP.

Indemnification

You agree to indemnify, defend, and hold harmless us, our affiliates, licensors, and service providers, and our and their respective officers, directors, employees, agents, successors, assigns, content providers, and other contractors against any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use of the Services, any User Content submitted by you, your violation of these Terms, or your violation of any rights of another.

Modification of Terms

We reserve the right to modify these Terms at any time without giving you prior notice. Your use of the Services following any such modification constitutes your agreement to follow and be bound by these Terms as modified. The last date these Terms were revised is stated at the top of this page.

Governing Law; Jurisdiction

These Terms will be governed by and construed in accordance with the laws of the state of Ohio, without giving effect to its conflict of laws provisions or your actual state or country of residence.

Arbitration

Any dispute arising from or relating to these Terms or the Services will be finally settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration will be conducted in Mansfield, Ohio.

Miscellaneous

These Terms, together with the Privacy Policy and any additional terms to which you agree when using particular elements of the Services, constitute the entire agreement between you and us with respect to the use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that these Terms and your use of the Services are governed under Washington state law. We each agree to submit to the personal jurisdiction of a state court located in Richland County, Ohio or the United States District Court for the East Division, Cleveland, district.

In the event of any conflict between these Terms and any contract you have with us, the terms of that contract will control.

Our failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing.

In the event of any third-party claim that the Services or your possession and use of the Services infringes that third party’s intellectual property rights, we will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.

These Terms do not create any agency, partnership, joint venture, or employment relationship, and you may not make any representation on our behalf.

Contact Information

If you have any questions about these Terms, please contact us at 419apexmarketing@gmail.com.