This policy was last modified on April 23, 2021
TERMS OF USE These Terms of Use set forth the terms and conditions that apply to your use of any Asset Performance Networks, LLC ("AP-Networks") software or services, including any hosted or cloud-based services (the "Licensed Software").
1. Definitions. "Access" means the displaying of any landing pages, using and/or viewing the AP-Networks Software Platforms (Turnaround Network, Upstream Network, Capital Project Network, and/or Outage Networks) and otherwise obtaining information on or from the AP-Networks Software Platforms. "Account" means a collection of data related to a User and/or Subscriber that is first created upon a User requesting either subscription, access, billing, or customized products and services, as well as record-keeping of other User transactions. "AP-Networks Properties" means the content, programs and services, as well as the underlying design, applications, software, web platforms and "look and feel," offered in all forms and media through the Licensed Software. "AP-Networks Software Platforms" means the Licensed Software and AP-Networks Properties. "Other Agreements" has the meaning set forth in Section 14 of these Terms of Use. "Quote" means those terms and conditions of the purchase of the license, hosting and support and maintenance obligations agreed upon by AP-Networks and the Subscriber. "Subscriber" means any person or entity that purchases Access to or use of the AP-Networks Software Platforms through a subscription plan offered by AP-Networks. "User” means any party who accesses the AP-Networks Software Platforms, including you. "User Content" has meaning set forth in Section 2 of these Terms of Use. "You" refers to the User who is reading these Terms of Use. If you are accessing the AP-Networks Software Platforms as an employee or agent of another, "You" refers to the User and the User's principal.
2. Your License to Use; AP-Networks Retention of Ownership in Intellectual Property. By downloading the application or using the AP-Networks Software Platforms in any way, you agree to comply with all of the Terms of Use set forth herein. The right to use the AP-Networks Software Platforms is personal to you and is not transferable to any other person or entity. Upon your acceptance of the terms and conditions set forth herein, AP-Networks hereby grants you a non-exclusive limited license to use the AP-Networks Software Platforms, solely for the uses described in these Terms of Use, the Quote and/or the Other Agreements, such the Subscriber’s original License Agreement. You do not have the right to make commercial use of the AP-Networks Software Platforms in connection with marketing or services and/or in connection with premiums or promotions, charging others for access to AP-Networks Software Platforms, and/or incorporating use of them in any manner that may be construed as an endorsement, express or implied, of any party, product or service. Notwithstanding this limited license, you agree that AP-Networks owns and retains all rights to the AP-Networks Software Platforms. You further agree that: the content (text, graphics and images), programs and services you access and view as part of the AP-Networks Software Platforms, are each and all owned or controlled by AP-Networks (and AP-Networks' licensors); no title to the AP-Networks Software Platforms shall pass to you hereunder; each and all are protected by copyright, trademark, and other intellectual property laws; each and all may be retrieved and used solely for your own personal, noncommercial use. You further agree that under this limited license, you may not otherwise copy, reproduce, modify, reverse-engineer, disassemble, decompile, store in a retrieval system, retransmit in any form through any means, translate into any language or computer language, or distribute, transmit, republish, remove, alter, display, perform or use the AP-Networks Software Platforms (and any of the content, programs and services therein), including the proprietary and intellectual property notices within the AP-Networks Software Platforms, for any other purposes than allowed herein, without the express written consent of AP-Networks. Each Subscriber may only allow its employees, agents and customers to access the content, programs and services through the AP-Networks Software Platforms according to the terms and conditions set forth in the Quote or Other Agreements, such the Subscriber’s original License Agreement. If the Subscriber's license terminates or has its license terminated by AP-Networks, then the Subscriber's affiliated Users (including employees, agents and customers) shall no longer be licensed to use said content, programs and services. You hereby grant AP-Networks a limited, royalty-free, fully paid up, perpetual, nonexclusive, transferable license to use any material, information, text, graphics, comments or other data that you post or upload ("User Content") as necessary to provide the appropriate services for the Subscriber. The forgoing license grant shall allow AP-Networks to aggregate and otherwise use User Content to improve AP-Networks' services and for AP-Networks' research and development purposes. You agree not to upload or place any User Content, either your own or that of a third party, on any page of the AP-Networks Software Platforms which infringes or violates the rights of any third party, including but not limited to third-party copyrights, trademarks, trade secrets, patents, proprietary and/or confidential information, public and professional reputation, and personal right to privacy. If you believe that any proprietary, intellectual property and/or personal rights are violated by any posting on the AP-Networks Software Platforms, you must contact AP-Networks immediately at support@ap-networks.com.
3. Subscription Plans. The Subscriber and affiliated Users shall be subject to the terms and conditions set forth in the Quote and Other Agreements, such the Subscriber’s original License Agreement, with respect to any subscription plan, billing and number of authorized users.
4. Violation of These Terms of Use. If AP-Networks determines in its sole discretion that you are violating any of these Terms of Use, AP-Networks may: (i) notify you, and (ii) use technical measures to block or restrict your access or use of the AP-Networks Software Platforms. In either case, you agree to immediately stop accessing or using in any way (or attempting to access or use) the subject AP-Networks Software Platforms and you agree not to circumvent, avoid, or bypass such restrictions, or otherwise restore or attempt to restore such access or use. AP-Networks reserve the right to immediately terminate or restrict your account or your use of the AP-Networks Software Platforms at any time, without notice or liability, if AP-Networks determines in its sole discretion that you have breached these Terms of Use, violated any law, rule, or regulation, engaged in other inappropriate conduct, or for any other business reason. AP-Networks also reserve the right to terminate your account or your use of the AP-Networks Software Platforms if such use places an undue burden on our networks or servers.
5. Collection of Your Information. AP-Networks may collect information about you in a variety of ways. The information AP-Networks may collect via the Application depends on the content and materials you use, and includes: (i) Personal Data: Demographic and other personally identifiable information (such as your username, password and email address) that you voluntarily give to AP-Networks when choosing to participate in various activities related to the Application. (ii) Derivative Data: Information our servers automatically collect when you access the Application, such as your native actions that are integral to the Application, including updating your LLern Lessons, NaviTrack Activities, PYXIS Risks, and/or acXis Actions, as well as other interactions with the Application and other users via server log files. (iii) Mobile Device Access: AP-Networks may request access or permission to certain features from your mobile device. If you wish to change our access or permissions, you may do so in your device’s settings. (iv) Push Notifications: AP-Networks may request to send you push notifications regarding your account or the Application. If you wish to opt-out from receiving these types of communications, you may turn them off in your device’s settings.
6. Use of Your Information. Having accurate information about you permits AP-Networks to provide you with a smooth, efficient, and customized experience. Specifically, AP-Networks may use information collected about you via the Application to: (i) Manage your account. (ii) Email you regarding your account. (iii) Enable user-to-user communications. (iv) Generate a personal profile about you to make future visits to the Application more personalized. (v) Increase the efficiency and operation of the Application. (vi) Monitor and analyze usage and trends to improve your experience with the Application. (vii) Notify you of updates to the Application. (viii) Offer new products, services, mobile applications, and/or recommendations to you. (ix) Perform other business activities as needed. (x) Request feedback and contact you about your use of the Application. (xi) Resolve disputes and troubleshoot problems. (xii) Respond to product and customer service requests.
7. Disclosure of Your Information. AP-Networks may share information AP-Networks have collected about you in certain situations. Your information may be disclosed as follows: (i) By Law or to Protect Rights: If AP-Networks believe the release of information about you is necessary to respond to legal process, to investigate or remedy potential violations of our policies, or to protect the rights, property, and safety of others, AP-Networks may share your information as permitted or required by any applicable law, rule, or regulation. This includes exchanging information with other entities for fraud protection and credit risk reduction. (ii) Online Postings: When you post comments, contributions or other content to the Applications, your posts may be viewed by all users and may be publicly distributed outside the Application in perpetuity. (iii) Sale or Bankruptcy: If AP-Networks reorganize or sell all or a portion of our assets, undergo a merger, or are acquired by another entity, AP-Networks may transfer your information to the successor entity. If AP-Networks go out of business or enter bankruptcy, your information would be an asset transferred or acquired by a third party. You acknowledge that such transfers may occur and that the transferee may decline honor commitments AP-Networks made in this Privacy Policy.
AP-Networks are not responsible for the actions of third parties with whom you share personal or sensitive data, and we have no authority to manage or control third-party solicitations. If you no longer wish to receive correspondence, emails or other communications from third parties, you are responsible for contacting the third party directly.8. User Responsibility Guidelines. You agree that the AP-Networks Software Platforms shall not be used to do any of the following: (i) Introduce any viruses, computer code, files or programs, or damage in any other manner or way, that interrupts, destroys, limits functionality, disables, overburdens, impairs or otherwise gains unauthorized access that causes harm to the AP-Networks Software Platforms (including but not limited to hardware, software, equipment and network). (ii) If you are an affiliated User of a Subscriber, exceed the scope of or otherwise violate any terms and conditions of these Terms of Use, the Quote or any Other Agreements applicable to such Subscriber. (iii) Use technology or other means to access, index, frame or link to the AP-Networks Software Platforms that is not authorized, including removing, disabling, bypassing, or circumventing any content protection or access control mechanisms intended to prevent the unauthorized download, stream capture, linking, framing, reproduction, access to, or distribution of the AP-Networks Software Platforms. (iv) Post or link to content that is obscene or otherwise objectionable, in AP-Networks’ sole discretion. (v) Engage in, promote or encourage in any way any illegal activities or content. (vi) Pretend to be someone you are not or claim or use false credentials. (vii) Interfere with the use and/or enjoyment of others' use of the AP-Networks Software Platforms.
AP-Networks does not monitor or edit content, but AP-Networks retains the right to remove any content that AP-Networks deems inappropriate, illegal, or which may infringe upon the rights of any third party. Violations of any of the above user responsibility guidelines could lead to the suspension or deactivation of your AP-Networks Software Platforms account.
9. AP-Networks’ Limited Liability; Disclaimer of Damages; No Warranties. The AP-Networks Software Platforms come from sources believed to be accurate but may contain inaccuracies or typographical errors. AP-Networks and its officers, affiliates, agents and assignees make no representations about the results to be obtained from using the AP-Networks Software Platforms. The use of the AP-Networks Software Platforms is at your own risk.
THE AP-NETWORKS SOFTWARE PLATFORMS IS PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. AP-NETWORKS, TO THE FULLEST EXTENT PERMITTED BY EQUITY AND LAW, DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. AP-NETWORKS MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, CURRENTNESS OR TIMELINESS OF THE CONTENT, TEXT, GRAPHICS, LINKS, OR COMMUNICATIONS PROVIDED ON OR THROUGH THE USE OF THE AP-NETWORKS SOFTWARE PLATFORMS.
IN NO EVENT SHALL AP-NETWORKS OR ITS AFFILIATES, AGENTS OR ASSIGNEES, BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES) RESULTING FROM THE USE OF OR INABILITY TO USE THE AP-NETWORKS SOFTWARE PLATFORMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY OR THEORY OF EQUITY.
AP-NETWORKS MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE AP-NETWORKS SOFTWARE PLATFORMS WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS NECESSARY TO ENSURE THAT ANY CONTENT YOU MAY OBTAIN FROM THE AP-NETWORKS SOFTWARE PLATFORMS ARE FREE OF VIRUSES AND ANY OTHER POTENTIALLY DESTRUCTIVE COMPUTER CODE.THIS PROTECTION COVERS AP-NETWORKS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ASSIGNS, THIS PROTECTION COVERS ALL LOSSES INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, AND PUNITIVE DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION.
AP-NETWORKS ASSUMES NO LIABILITY FOR OR RELATING TO THE DELAY, FAILURE, PERFORMANCE, NON-PERFORMANCE INTERRUPTION, INFECTION OR CORRUPTION OF ANY DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH USE OF THIS SITE. BY USING THIS SITE, YOU ACKNOWLEDGE THAT INFORMATION WILL BE TRANSMITTED OVER LOCAL EXCHANGE, INTER-EXCHANGE AND INTERNET BACKBONE CARRIER LINES AND THROUGH ROUTERS, SWITCHES AND OTHER DEVICES OWNED, MAINTAINED AND SERVICED BY THIRD-PARTY LOCAL EXCHANGE AND LONG DISTANCE CARRIERS, UTILITIES, INTERNET SERVICE PROVIDERS, "CLOUD" STORAGE SERVICE-PROVIDERS AND OTHERS, ALL OF WHICH ARE BEYOND THE CONTROL AND JURISDICTION OF AP-NETWORKS.
IF, NOTWITHSTANDING THE FOREGOING, AP-NETWORKS SHOULD BE FOUND LIABLE FOR ANY LOSS OR DAMAGE WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH ANY OF THE ABOVE DESCRIBED FUNCTIONS OR USES OF THE AP-NETWORKS SOFTWARE PLATFORMS, THE TOTAL LIABILITY OF AP-NETWORKS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ASSIGNS, IF ANY, FOR LOSSES OR DAMAGES SHALL BE LIMITED TO THE AMOUNT OF YOUR ACTUAL DAMAGES, NOT TO EXCEED THE AMOUNT ACTUALLY PAID BY THE SUBJECT SUBSCRIBER WITHIN THE THREE MONTHS PRECEDING THE DATE THE CLAIM WAS MADE. IN NO EVENT SHALL AP-NETWORKS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARENT, OR SUPPLIERS BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES OTHER THAN THE AMOUNT DESCRIBED ABOVE.
10. Indemnification. By your use of the AP-Networks Software Platforms, you agree to defend, indemnify and hold AP-Networks, its officers, directors, employees, agents, assigns and partners, harmless from and against any claims, losses, damages, actions or demands, liabilities and settlements including without limitation, reasonable accounting fees, attorney's fees and court costs resulting from, or alleged to result from, your use of the AP-Networks Software Platforms, in a manner that violates or is alleged to violate these Terms of Use, and/or federal and state law. AP-Networks shall provide notice to you promptly of any such claim, suit, or proceeding and shall reasonably cooperate with you, at your expense, in your defense of any such claim, suit or proceeding.
11. Jurisdiction. AP-Networks is based in Bethesda, Maryland in the United States of America. You expressly agree that exclusive jurisdiction for any dispute with AP-Networks, or in any way relating to your use of the AP-Networks Software Platforms, resides exclusively in the courts of the State of Maryland and you further agree and expressly consent to the exclusive exercise of personal jurisdiction in the courts of the State of Maryland in connection with any such dispute including any claim involving you and AP-Networks. These Terms of Use are governed by the internal substantive laws of the State of Maryland, without respect to its conflict of laws principles. If any provision of these Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any of these Terms of Use shall be deemed a further or continuing waiver of such term or condition or any other term or condition.
12. Export Controls. Software and the transmission of applicable technical data, if any, in connection with the AP-Networks Software Platforms are subject to export and re-export control laws including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, and sanctions programs maintained by the Treasury Department's Office of Foreign Assets Control. You agree to comply with all applicable laws regarding software and the transmission of technical data exported from the United States or the country in which you reside, including but not limited to NOT: selling, exporting, re-exporting, transferring, diverting or otherwise disposing of any software or service to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving US origin products, including services or software.
13. Links to Third Party Licensed Software; Links to the AP-Networks Software Platforms. AP-Networks may provide hyperlinks to third-party licensed software as a convenience to users of the AP-Networks Software Platforms. AP-Networks may post, alter or remove third-party links at any time. AP-Networks does not control third-party licensed software and is not responsible for the contents of any linked-to third-party licensed software or any hyperlink in a linked-to site.
14. Complete Agreement. In combination with the Quote and one or more subscription, license, maintenance and support or other similar agreements ("Other Agreements"), such the Subscriber’s original License Agreement, entered between you or your organization, these Terms of Use constitute the entire agreement between you and AP-Networks with respect to the use of the AP-Networks Software Platforms. In the event that a provision of the Other Agreements conflicts with the terms and conditions set forth herein, the terms set forth in the Other Agreements shall supersede the conflicting term or condition set forth in these Terms of Use.
15. Contact Information. If you have questions about these Terms of Use, please contact us at support@ap-networks.com.
16. Changes to These Terms of Use. AP-Networks reserves the right to change these Terms of Use at any time by posting new Terms of Use at this location. The date of each revision will appear at the top left below the "Terms of Use" heading. Any questions relating to the Terms of Use may be submitted by contacting AP-Networks through customer support at support@ap-networks.com.