Before using this site (the “Site”) or any of the services offered by Aptexx, Inc., a Delaware corporation (“Aptexx”) on the Site, you should read all of the terms and conditions of use and service of the Site and the Service (as defined below) set forth below (the “Terms and Conditions of Use and Service”). You signify your unconditional acceptance of all the Terms and Conditions of Use and Service by clicking the “Accept” button and, thereafter, continuing to access or use this Site, or any service available on this Site. You understand and agree that at any time and from time to time, Aptexx, in its sole and absolute discretion, may modify the terms and conditions of access and use of this Site without any notice to you and, in each such case, any such modifications so made shall become the amended Terms and Conditions of Use and Service, effective as of the moment they are published on the Site. Accordingly, you should continue to review these Terms and Conditions of Use and Service whenever accessing or using this Site. You hereby understand and agree that your use of the Site, or any service on this Site, after Aptexx has posted any modifications to these Terms and Conditions of Use and Service will constitute your acceptance of any and all additional or amended Terms and Conditions of Use and Service, as such may be then modified. If, at any time, you do not wish to accept the Terms and Conditions of Use and Service, you may not use the Site or any of the services on the Site. Any and all terms and conditions proposed by you which are in addition to or which conflict with these Terms and Conditions of Use and Service are expressly rejected by Aptexx and shall be devoid of all force and effect to the fullest extent allowed by applicable law.
2. Description of Aptexx’s Services.
Aptexx currently provides access to an internet-based credit card and on-line electronic checking payment service and an internet/cellular based messaging service to certain corporate affiliates, rental property owners, and rental property managers (each a “Participating Landlord”) and their respective tenants, which facilitates various electronic payment services for monthly rents, periodic rents, security deposits, other deposits, utility payments, other payments and all other fees and charges related to leased space, fixed or variable, as well as communication by and between a Participating Landlord and their tenants (the “Service”). Aptexx’s Service is provided to the Participating Landlords and their respective tenants in conjunction with certain third party, affiliated service providers including, without limitation, the payment processor affiliate(s) who are responsible for the collection and remission of all payments made on the Site (the “Participating Affiliates”). You, as the tenant of a Participating Landlord, are eligible to use the Services to pay your rent and any related fees and charges associated with your tenancy which are allowed under Aptexx’s service agreements with the Participating Landlord and Participating Affiliates. Your credit card and on-line electronic checking payments made through the Service will be remitted to your Participating Landlord in accordance with Aptexx’s service agreement with the Participating Landlord and Participating Affiliates. You will receive a timely written confirmation from Aptexx acknowledging Aptexx’s receipt of your credit card or on-line electronic checking payments. Unless explicitly stated otherwise, any new features which enhance or augment Aptexx’s current service offering shall be subject to the then current Terms and Conditions of Use and Service. In order to use the Site and the Service, you must obtain access to the World Wide Web and/or Internet as well as a cellular network, either directly or through certain devices that access web-based content and a cellular network, and you hereby understand and agree that you are solely responsible for paying any and all service fees associated with such access including, without limitation, any and all fees or charges associated with the connection to, transmission over, or receipt of messages or data from the World Wide Web and/or Internet or a cellular network resulting from the Service and the Site which may be charged to you by any applicable third party service provider. In addition, you must supply, at your own expense, all necessary equipment to connect to the World Wide Web and/or Internet and a cellular network, including, without limitation, a computer, a modem, mobile phone, or other access devices.
3. Registration Obligations.
In consideration of your use of the Service, you agree to: (i) provide information about yourself that is true, accurate, current and complete as prompted by the Service’s sign up form (the “Sign Up Information”) in order to set up an account on the Site with Aptexx (the “Aptexx Account”); and (ii) where applicable and appropriate, maintain and promptly update the Sign Up Information and your Aptexx Account information to keep each true, accurate, current and complete. If you provide information that is untrue, inaccurate, not current or incomplete, or if Aptexx has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Aptexx reserves the right to suspend or terminate your Aptexx Account without notice and to additionally refuse any and all current or future use of the Service without notice. You may not use the Site, the Service, or your Aptexx Account for any illegal purpose or in any manner inconsistent with the Terms and Conditions of Use and Service.
4. Fees and Payments.
Aptexx reserves the right at any time to charge and/or increase fees for access to portions of the Service or the Service as a whole. In no event will you be charged for access to portions of the Service or to the Service unless Aptexx obtains your prior consent to pay such charges. You understand and agree that you shall pay any and all fees and charges incurred through your Aptexx Account at the rates in effect for the billing period in which such fees and charges are incurred, including but not limited to any charges for any services offered through the Service by Aptexx, by Participating Affiliates, or by any other vendor or service provider. You understand and agree that you shall pay any and all applicable taxes relating to the use of the Service through your Aptexx Account, and the purchase of any other services through the Site or your Aptexx Account. You hereaby acknowledge, understand, and agree that late fees may be assessed by your Participating Landlord for rent payments you make by credit card or on-line electronic checking using the Service which occur after the late dates and or grace periods which are established in our agreements with your Participating Landlord and the Participating Affiliates.
5. Payment Cancellation, Credit and Refunds.
For payments you believe were accidentally or otherwise improperly made by you through the Service, you may cancel, void or otherwise rescind any such rent payment or other payment made through the Service but only through the options to do so on the Site and as otherwise presented by the Service; provided, however, that any such cancelling voiding or rescinding (i) must be performed by you through the Service prior to the time of posting of such payment by the Service, which triggers the remittance of such payment to your Participating Landlord; and (ii) is further subject to all the rules, restrictions, and information regarding such canceling, voiding or rescinding, as such may be stated on the Site or otherwise presented by the Service. If a rent payment dispute arises at any time after such payment is posted by the Service and thereby made to your Participating Landlord using the Service, you should contact your Participating Landlord directly, as the responsibility to settle the rent payment dispute rests with you and your Participating Landlord; provided, however, that to the degree that any such dispute arises as a result of the Service, your Participating Landlord shall serve as a liason between you and Aptexx and any applicable Participating Affiliate, and only the Participating Landlord shall contact Aptexx to resolve such disputed payment. To the extent allowed by any applicable law, any credit card company or association regulations, or by any agreement by and between your Participating Landlord and the applicable Participating Affiliate, you hereby waive the right to cancel credit card payments which have been cleared through Aptexx’s Participating Affiliate clearing entity. You hereby acknowledge, understand, and agree that your Participating Landlord has the capability through the Service to reject, in its sole and absolute discretion, any and all payments tendered by you through the Service prior to any such payment being posted by the Participating Landlord to your account with the Participating Landlord and that Aptexx has no control over the actions of the Participating Landlord with respect to this option, and, as such, Aptexx shall have no liability to you or any other third party for any such action performed by the Participating Landlord in their sole and absolute discretion.
6. Service Cancellation.
Either you or Aptexx may cancel use of the Service with or without cause at any time and effective immediately. You may cancel the Service by sending an e-mail to [email protected] to request discontinuance of the Service and destroying all materials obtained from the Service. You will remain liable for any and all outstanding payments and fees due at the time of cancellation. Aptexx may terminate your Aptexx Account and/or your use of the Service immediately without notice if you, in Aptexx’s sole and absolute discretion, fail to comply with any provision of these Terms and Conditions of Use and Service. Upon termination by you or upon your actual receipt of notice of termination by Aptexx, you must destroy promptly all materials obtained from the Service and any copies thereof. Sections 9, 11, 13 and 14 hereof shall survive any termination of these Terms and Conditions of Use and Service.
7. Membership Account, Password and Security.
You will create a password and account designation when completing the sign up process for the Service. You hereby acknowledge, understand, and agree that you are solely responsible for maintaining the confidentiality of your password and your Aptexx Account, and, as such, are fully and solely responsible for any and all activities occurring under your password or your Aptexx Account. Accordingly, you hereby agree to notify Aptexx immediately if you notice any unauthorized use of your password or your Aptexx Account or any other breach of security associated with your Aptexx Account and the Site. Aptexx cannot and will not be liable for any damage or loss arising from your failure to comply with the terms and conditions of this Section and hereby disclaims to you any and all responsibility or liability for any such damage or loss, to the maximum extent allowable by any applicable law, any credit card company or association regulations.
You acquire absolutely no rights or licenses in or to the Service and materials contained within the Service other than the limited right to utilize the Service in accordance with the Terms and Conditions of Use and Service. All right, title, and interest in and to the Site and the Service is expressly retained by Aptexx.
9. Intellectual Property.
This Site and all Site design, including but not limited to text, content, photographs, video, audio, interfaces, graphics and the selection and the arrangement thereof is protected by patents, copyrights, trademarks, service marks, international treaties and/or other proprietary rights and laws of the US and other countries. Aptexx’s Service is also protected as a collective work or compilation under US copyright and other laws and treaties. All individual articles of information, policies and other elements making up the Service are also copyrighted works. You agree to abide by all applicable patent, trademark, copyright and other laws, as well as any additional patent, trademark and copyright notices or restrictions contained in the Service. Any use of materials on this Site other than as permitted under Section 2 of this agreement, including without limitation, reproduction, modification, distribution, or republication of any said materials, without prior written permission of Aptexx is absolutely prohibited.
10. Disclaimer and Indemnity.
The information, services, products, and materials contained in this Site, including, without limitation, the Service and any text, graphics, and links, are provided on an “AS IS” basis with no warranty. TO THE MAXIMUM EXTENT PERMITTED BY ANY APPLICABLE LAW, APTEXX DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH INFORMATION, SERVICES, PRODUCTS, AND MATERIALS, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. ADDITIONALLY, YOU HEREBY ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY ANY APPLICABLE LAW, APTEXX WILL NOT BE RESPONSIBLE OR HAVE ANY LEGAL LIABILITY FOR ANY OF YOUR ACTS (REGARDLESS OF WHETHER SUCH MAY BE REASONABLE, NEGLIGENT, GROSSLY NEGLIGENT, OR INTENTIONAL) OR OMISSIONS WITH RESPECT TO YOUR APTEXX ACCOUNT, THE SERVICE, OR THE SITE OR WITH RESPECT TO YOUR RELATIONSHIP, CONTRACTUAL OR OTHERWISE, WITH YOUR PARTICIPATING LANDLORD, AND, ACCORDINGLY, YOU HEREBY AGREE TO INDEMNIFY APTEXXAND ITS EMPLOYEES, REPRESENTATIVES, AGENTS, PARTICIPATING AFFILIATES, AFFILIATES AND SUPPLIERS (THE “INDEMNIFIED PARTIES”), AGAINST ANY CLAIM, SUIT, ACTION OR OTHER PROCEEDING BROUGHT AGAINST THE INDEMNIFIED PARTIES BY A THIRD PARTY, TO THE EXTENT THAT SUCH CLAIM, SUIT, ACTION OR OTHER PROCEEDING BROUGHT AGAINST THE INDEMNIFIED PARTIES IS BASED ON OR ARISES IN CONNECTION WITH YOUR SAID ACTS AND OMISSIONS, OR THE SERVICE OR ANY LINKS ON THE SERVICE, INCLUDING, BUT NOT LIMITED TO: (I) YOUR USE OR SOMEONE USING YOUR COMPUTER FOR USE OF THE SERVICE; (II) YOUR USE OR SOMEONE USING YOUR APTEXX ACCOUNT, WHERE APPLICABLE; (III) A VIOLATION OF THE TERMS AND CONDITIONS OF USE AND SERVICE BY YOU OR ANYONE USING YOUR COMPUTER (OR APTEXX ACCOUNT, WHERE APPLICABLE); (IV) A CLAIM THAT ANY USE OF THE SERVICE BY YOU OR SOMEONE USING YOUR COMPUTER (OR APTEXX ACCOUNT, WHERE APPLICABLE) INFRINGES ANY INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY, OR ANY RIGHT OF PERSONALITY OR PUBLICITY, IS LIBELOUS OR DEFAMATORY, OR OTHERWISE RESULTS IN INJURY OR DAMAGE TO ANY THIRD PARTY; (V) ANY DELETIONS, ADDITIONS, INSERTIONS OR ALTERATIONS TO, OR ANY UNAUTHORIZED USE OF, THE SERVICE BY YOU OR SOMEONE USING YOUR COMPUTER (OR APTEXX ACCOUNT, WHERE APPLICABLE); (VI) ANY MISREPRESENTATION, INCLUDING FALSE OR INACCURATE SIGN UP INFORMATION OR OTHER APTEXX ACCOUNT INFORMATION, OR BREACH OF REPRESENTATION OR WARRANTY MADE BY YOU CONTAINED HEREIN; OR (VII) ANY BREACH OF ANY COVENANT OR AGREEMENT TO BE PERFORMED BY YOU UNDER THESE TERMS AND CONDITIONS OF USE AND SERVICE . YOU AGREE TO PAY ANY AND ALL COSTS, DAMAGES AND EXPENSES, INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS’ FEES AND COSTS AWARDED AGAINST OR OTHERWISE INCURRED BY OR IN CONNECTION WITH OR ARISING FROM ANY SUCH CLAIM, SUIT, ACTION OR PROCEEDING ATTRIBUTABLE TO ANY SUCH CLAIM.
11. Jurisdiction and Governing Law.
You irrevocably agree that all actions or proceedings arising out of, from or related to these Terms and Conditions of Use and Service or the Service shall be litigated in local, state or federal court having situs within the State of California and shall be venued in the county of Santa Barbara or in the federal courts of the Southern District of California. You further hereby consent and submit to the exclusive personal jurisdiction of any applicable local, state or federal courts located within said state and hereby waive any right to transfer or change the venue of any such litigation. All actions or proceedings arising out of, from or related to these Terms and Conditions of Use and Service or the Service shall be governed, construed, and controlled by application of the laws of the State of Delaware, as such laws apply to contracts between Delaware residents performed entirely within Delaware, excluding the United Nations Convention on Contracts for the International Sale of Goods, as to interpretation, enforcement, validity, construction, effect and in all other respects. If any legal action is brought to enforce this Agreement, except as may be otherwise expressly set forth herein, each party to any such action shall be responsible for paying its own court costs and attorney’s fees, regardless of any other relief such party may receive.
You acknowledge that Aptexx has the right to change the content or technical specifications of any aspect of the Service at any time without notice at Aptexx’s sole and absolute discretion. You further understand and agree that any such changes may result in your being unable to access the Service without notice, and that Aptexx shall not be responsible in any way to you or any other third party for any such inability to access the Service, including, without limitation, any late fees for rent payments charged to you by your Participating Landlord for failing to timely pay your rent because of your inability to access the Service for any reason including, without limitation, because of any such changes to the Service.
13. Captions and Headings.
The captions and headings appearing in terms and condition of service are for reference only and will not be considered in construing this agreement.
If any provision of the Terms and Conditions of Use and Service, or the application thereof, is found invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect as the original provision and the remainder of this agreement will remain in full force.
15. Entire Agreement.
These Terms and Conditions of Use and Service, including without limitation the Sign Up Information and Aptexx Account information, contain the entire understanding and agreement between you and Aptexx with respect to its subject matter, superseding all prior or contemporaneous representations, understandings, and any other oral or written agreements between the parties with respect to such subject matter.
16. Consent Representations and Warranties.
By clicking the “Accept” button you represent and warrant that you have read, acknowledge and agree to be bound by these Terms and Conditions of Use and Service governing the Site and Service. You further represent and agree that: (i) you have the power and authority to enter into this agreement; (ii) you are at least eighteen (18) years old; (iii) you will comply with all US law regarding the transmission of any data obtained from the Service in accordance with the Terms and Conditions of Use and Service; (iv) you will not use the Service or your Aptexx Account for illegal or fraudulent purposes; and (v) you will not interfere or disrupt any networks connected to the Site or Service.
17. Email Marketing.
In consideration of your use of our Service, you are consenting to receive solicited emails from Aptexx, Inc. You have the right to decline to receive additional electronic mail from Aptexx, Inc. and can unsubscribe or opt-out at any given time.