APT Terms of Use
In consideration of Asset Performance Technologies (APT), Inc. making available to Client certain information content, Client agrees, for the benefit of APT, Inc., its respective successors and assigns, to the terms, conditions and covenants of this APT Terms of Use.
For purposes of this APT Terms of Use only, “you” and “your” means “Client,” “we,” “our,” and “APT” means APT, Inc, “the content” means any APT files or reports provided by APT, and “this Agreement” means this APT Terms of Use.
Export
You agree that U.S. export control laws and other applicable export and import laws govern your use of the information, including technical data. You agree that neither the reports nor any direct product thereof will be exported, directly, or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation.
Disclaimer of Warranty and Exclusive Remedies
THE CONTENT IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. WE FURTHER DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE CONTENT IS ERROR-FREE OR THAT ERRORS WILL BE CORRECTED. WE DO NOT GUARANTEE RESULTS, AND DO NOT WARRANT THAT THE CONTENT IS FAULT-TOLERANT. THE CONTENT IS NOT WARRANTED TO PREVENT FRAUD, INTRUSION, DECEPTION AND/OR ATTACK AND IS NOT DESIGNED OR INTENDED FOR USE AS AN ON-LINE CONTROL APPLICATION IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE.
APT DISCLAIMS ALL LIABILITY FROM CLIENT’S USE OF OR RELIANCE ON THE CONTENT INFORMATION PROVIDED UNDER THIS AGREEMENT. IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF WE HAVE NOTICE OF OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT WE ARE FOUND LIABLE FOR DAMAGES UNDER THIS AGREEMENT, THE PARTIES AGREE THAT CLIENT WILL NOT BE ENTITLED UNDER ANY CIRCUMSTANCES TO DAMAGES UNDER THIS AGREEMENT THAT EXCEED THE PURCHASE PRICE FOR THE INFORMATION (U.S. DOLLARS).
Protection of Content
APT and its licensors have selected, compiled, arranged, and formatted the content, and such selection, compilation, arrangement, and formatting constitute creative acts and the resulting content (“Content”) is communicated by APT in the form of a database and related files and reports that you acknowledge is subject to full copyright protection. You agree not to violate, infringe upon, challenge or contest APT’s copyright in, or right to copyright, the Content.
Some of the Content may be generally known to others, and some of the Content may be susceptible to discovery by others. However the compilation, arrangement and formatting of the content and any associated databases is not generally known to others. The Content is 1) useful to those who have access to the Content in competing with others who do not have access to the compilation, arrangement or formatting of the Content and 2) owned or controlled by APT with no obligation to disclose to others. You agree not to violate, infringement upon, challenge or contest APT’s rights, including copyright, trade secret rights, or rights to trade secret protections (“Rights”), in the Content. You acknowledge that the Content as it is formatted in the associated databases is not available from others, your access to the Content is expressly subject to your obligations in this Agreement, and that violation or infringement of APT’s Rights is a material breach of this Agreement.
Remedies for Distribution or Violation of APT’s Rights
You agree and acknowledge that the Content is of a proprietary nature and that you have no right to distribute or disclose any of the Content to any third party. Unauthorized distribution is a material breach of this Agreement. Such a breach of cannot be reasonably or adequately compensated for exclusively in money damages and would cause immediate and irreparable injury to the APT. Accordingly, You agree that APT, its representative successors and assigns are entitled to an injunction restraining You and any of your agents or representatives from directly or indirectly committing or engaging in any act restricted or prohibited by this Agreement in relation to the Content, in addition to all other rights and remedies available to them at law or in equity.
Technical Support
We will not provide technical support, phone support, or updates to you for the content.
End of Agreement
You may terminate this Agreement by destroying all copies of the content. We have the right to terminate your right to use the content if you fail to comply with any of the terms of this Agreement, in which case you shall destroy all copies of the content. In the event of termination due to your breach of the terms of this Agreement, you may face injunctive remedies and may also be liable for damages to APT, its respective successors and assigns.
Relationship Between the Parties
The relationship between you and us is that of client/content provider. Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, nor to represent the other party as agent, employee, franchisee, or in any other capacity. Nothing in this Agreement shall be construed to limit either party’s right to independently develop or distribute content that is functionally similar to the other party’s products, so long as proprietary information of the other party is not included in such content.
Governing Law and Venue
Governing law of this Agreement shall be the laws of the United States and the State of New Mexico. By purchasing the content from APT under this Agreement, Client is agreeing to personal jurisdiction in the State of New Mexico for purposes of enforcing the terms of this Agreement.