Last updated: September 24, 2018
These Terms of Service (“Terms”) govern your access to and use of the application, website, products, and services, including without limitation to apply for, purchase, (“Services”) provided by Apsel Studio Inc. and its subsidiaries (collectively with Apsel, Inc., “Apsel,” “we,” “us,” or “our”), so please read these Terms carefully, before using the Services.
References to “you” in these Terms of Service means you, your duly authorized representatives and any entity you may represent in connection with your use of the Services. Any reference made in these Terms of Service to “Apsel” shall be deemed to have been made to Apsel, Inc., its subsidiaries, successors, assignees, and affiliates, as well as any company that controls Apsel, directly or indirectly, and any other subsidiary of that controlling company.
We reserve the right, at our discretion, to modify these Terms from time to time, which modification will be effective upon the posting of the modification to our App/website (collectively, "the App"), and will apply to causes of action arising after the effective date of the change. You should continue to check the App for changes. Your continued use of our App or otherwise the Services following the posting of changes to these Terms will mean that you accept those changes. By accessing or using our Services, you confirm that: - you can form a binding contract with us; and - you are over the age of 18, as the Services are not intended for children under 18. If it comes to our attention through reliable means that a registered user is a child under 18 years of age, we will cancel that user's account and/or access to the Services. If you are using the Services on behalf of a corporation (or any legal entity other than using it personally), you represent that you are authorized to enter into an agreement on behalf of that legal entity, and are nevertheless individually bound by these Terms even if we have a separate agreement with such corporation.
Subject to these Terms and our policies (including policies made available to you within the Services), we grant you a limited, non-transferable, non-exclusive, and revocable permission to access and use our Services, provided that: (i) You will not copy, distribute or modify any part of the Services without our prior written authorization; (ii) You will not send unsolicited or unauthorized advertisements, spam, chain letters, etc.; (iii) You will not transmit any Content which contains software viruses, or other harmful computer code, files or programs; (iv) You will not disrupt servers or networks connected to the Services; and (v) You comply with these Terms.
Using our Services does not give you ownership of any intellectual property rights in our Services or the Content you access (other than your User Content), which shall remain with us and our respective licensors.
Certain software code incorporated into or distributed with the App or otherwise with the Services may be licensed by third parties under various “open-source” or “public-source” software licenses (collectively, the “Open Source Software”). Notwithstanding anything to the contrary in these Terms, the Open Source Software is not licensed under these Terms and instead is separately licensed pursuant to the terms and conditions of their respective open-source software licenses. You agree to comply with the terms and conditions of such open-source software license agreements.
All right, title, and interest in and to Services including worldwide Intellectual Property Rights therein, are and will remain the exclusive property of Apsel and its applicable licensors. We reserve all rights not expressly granted in and to the Services.
In order to access the Service, you will have to create an account. You hereby represent and, except to the extent your insurance policy provides otherwise, warrant that the information you provide to Apsel upon registration (including information provided through your linked Facebook, Google or Twitter account, as applicable, or other third party Linked Accounts, as defined below), and at all other times, will be true, accurate, current, and complete. You also hereby agree that you will ensure that this information is kept accurate and up-to-date at all times.
Some portions of the Site and Products are protected and require a user identification code ("User ID") and password for access. Unauthorized access or use of such portions of the Site is prohibited. You agree that you will notify Apsel immediately if you believe that a third party has obtained your User ID or password, or if you believe that any unauthorized access or use may occur or has occurred by contact our Support team. For your protection, if Apsel believes that any unauthorized access may occur or has occurred, Apsel may terminate such access without prior notice to you. You also agree that Apsel is permitted to act upon any instructions received using your User ID and password and to consider such instructions as authorized by you.
You understand and agree that we will charge the credit or debit card you use to purchase an services from us today. Thereafter, we will automatically charge the card monthly for the monthly fees, the amount of which may change depending on services usage and changes you initiate. We will do the same for any subsequent renewals. You may cancel these recurring payments by cancelling your service on the app.
Apsel may, now or in the future, allow you to link your account on the Service to your account(s) on third party services, such as social networking sites (“Linked Accounts”). If you link your account on the Service to a Linked Account, you are authorizing Apsel to store and use your access credentials to access your Linked Account on your behalf as your agent to integrate your experience with the Service with content, information, and features available through such Linked Account. This may include importing the contacts, preferences, interests or “likes” of the Linked Account, and/or pushing updates regarding your use of the Service out to your Linked Accounts. Linking, accessing or using a third party service through the Service in this manner may be subject to additional terms established by the applicable third party, and it is your sole responsibility to comply with such third party terms.
The Service may request that you submit content such as text, photos, audiovisual content, and other media content (“User Content”). By providing User Content to Apsel, you are granting Apsel a license to use the User Content in order to make it available through the Service.
By uploading Content, you are granting Apsel a license to display, perform and distribute your Content and to modify (for technical purposes), and reproduce such Content to enable Apsel to operate the Service. You agree that these rights and licenses are royalty free, worldwide, and irrevocable, and include a right for Apsel to make such Content available to, and pass these rights along to, others with whom Apsel has contractual relationships related to the provision of the Apsel service, solely for the purpose of providing such services, and to otherwise permit access to or disclose your Content to third parties if Apsel determines such access is necessary to comply with its legal obligations.
When you submit any ideas, suggestions, documents and/or proposals relating to the Service (or other products or services) to Apsel through the “Contact Us,” User Forum or Support interfaces or through any other channel or mechanism (collectively, “Contributions”), you acknowledge and agree that: (i) your Contributions do not contain confidential or proprietary information; (ii) Apsel is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (iii) Apsel shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way; (iv) Apsel may have something similar to the Contributions already under consideration or in development; (v) your Contributions automatically become the property of Apsel without any obligation of Apsel to you; and (vi) you are not entitled to any accounting, compensation or reimbursement of any kind from Apsel under any circumstances.
By using the Services you agree NOT to: (i) Create an account for anyone other than a natural person (unless you are a company, organization, legal entity or a brand and represent that company, organization, legal entity or brand). (ii) Defame, stalk, bully, abuse, threaten, harass, abuse, intimidate, harm another person or engage in any other predatory behavior, including sending unwelcomed communications to others or engage in any other predatory behavior, or incite others to commit violent acts. (iii) use or attempt to use another's account or create a false identity; (iv) duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found in the Services, except as permitted in these Terms, or as expressly authorized by us; (v) reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof; (vi) utilize or copy information, content or any data you view on or obtain from the Services to provide any service that is competitive, in our sole discretion, with the Services; (vii) adapt, modify or create derivative works based on the Services or technology underlying the Services, in whole or part; (viii) rent, lease, loan, trade, sell/re-sell any information in the Services, in whole or part; (ix) use the communication systems provided by the Services for any commercial solicitation purposes; (x) sell, sponsor, or otherwise monetize any service or functionality in the Services, without our express written consent; (xi) remove any copyright, trademark or other proprietary rights notices contained in or on the Services (whether ours or our licensors'); (xii) remove, cover or otherwise obscure any form of advertisement included on the Services; (xiii) collect, harvest, use, copy, or transfer any information, including, but not limited to, personally identifiable information obtained from the Services (excluding your User Content, and except if the owner of such information has expressly permitted the same); (xiv) share other users' or third party's information or their User Content without their express consent; (xv) infringe or use our brand, logos or trademarks in any business name, email, or URL except as expressly permitted by us; (xvi) use or launch any manual or automated system or software, devices, scripts robots, other means or processes to access, “scrape,” “crawl”, "cache", “spider” or any web page or other service contained in our Services, or to access the Services in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser; (xvii) use bots or other automated methods to access the Services, add or download contacts, send or redirect messages, or perform other similar activities through the Services; (xviii) access, via automated or manual means or processes, the Services for purposes of monitoring its availability, performance or functionality for any competitive purpose; (xix) engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the website; (xx) attempt to or actually access the Services by any means other than through the interfaces provided by us. This prohibition includes accessing or attempting to access the Services using any third-party service, including software-as-a-service platforms that aggregate access to multiple services; (xxii) engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on the Services' infrastructure, including, but not limited to, sending unsolicited communications to other users or our personnel, attempting to gain unauthorized access to the Services, or transmitting or activating computer viruses, Trojan horses, worms, time bombs or any other harmful or deleterious software programs through or on the Services; and/or (xxiii) Interfere or disrupt or game the Services, including, but not limited to any servers or networks connected to the Services, or the underlying software.
In connection with your use of the Services, we may send you service announcements, administrative messages, and other information. You may opt out of some of those communications.
The Services may contain links to third party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by us. We are not affiliated with those websites, do not endorse them, have no control over those websites, and assume no responsibility and/or liability for the content, privacy policies, or practices of any third party websites. In addition, we will not and cannot censor or edit the content of any third-party site.
We reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request; (ii) enforce these Terms, including investigation of potential violations of it; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) cooperate with law enforcement authorities; (v) respond to user support requests; or (vi) protect our, our users' or the public's rights, property or safety.
To the maximum extent permitted by law, the Service Is Available “As Is.” Notwithstanding the limitations set forth below, insurance coverage and our performance under your insurance policy are determined solely by the terms, conditions, exclusions and limitations of your insurance policy and applicable law. YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (a) YOUR USE OF THE SERVICE AND THE PURCHASE AND USE OF ANY PRODUCTS OR SERVICES ARE ALL AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Apsel EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. (b) Apsel DOES NOT WARRANT THAT (i) THE SERVICE WILL MEET ALL OF YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) ALL ERRORS IN THE SOFTWARE OR SERVICE WILL BE CORRECTED. (c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER DEVICE OR LOSS OF DATA RESULTING FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL. (d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Apsel OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE. YOU EXPRESSLY UNDERSTAND AND AGREE THAT Apsel, ITS SUBSIDIARIES, AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS AND SUCCESSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COVER OR OTHER INTANGIBLE LOSSES (EVEN IF Apsel HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) UNAUTHORIZED ACCESS TO OR THE LOSS, CORRUPTION OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR USING THE SERVICE, OR PROVIDING ANY SERVICES RELATED TO THE OPERATION OF THE SERVICE; (iv) Apsel’S ACTIONS OR OMISSIONS IN RELIANCE UPON YOUR ACCOUNT INFORMATION AND ANY CHANGES THERETO OR NOTICES RECEIVED THEREFROM; (v) YOUR FAILURE TO PROTECT THE CONFIDENTIALITY OF ANY PASSWORDS OR ACCESS RIGHTS TO YOUR ACCOUNT INFORMATION; (vi) THE ACTS OR OMISSIONS OF ANY THIRD PARTY USING OR INTEGRATING WITH THE SERVICE; (vii) THE TERMINATION OF YOUR ACCOUNT IN ACCORDANCE WITH THE TERMS OF THESE TERMS OF SERVICE; OR (viii) ANY OTHER MATTER RELATING TO THE SERVICE. IN ANY EVENT AND WITHOUT LIMITING THE GENERALITY OF THIS SECTION TO THE EXTENT PERMITTED BY LAW YOU AGREE THAT OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES AND LOSSES SHALL NOT IN ANY CIRCUMSTANCES EXCEED THE GREATER OF (A) $100, OR (B) THE AGGREGATE OF THE AMOUNT (IF ANY) PAID BY YOU IN THE 6 MONTHS IMMEDIATELY PRECEDING BRINGING OF A CLAIM AGAINST US OR OUR AFFILIATES. NOTHING IN THESE TERMS OF SERVICE (INCLUDING THE LIMITATION OF LIABILITY PROVISIONS) IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY WILLFUL ACTS, NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE LIABILITY AND OTHER LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION (IF ANY) WILL APPLY TO YOU AND OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
You agree to defend, indemnify and hold harmless us, our affiliates, and our and their respective owners, officers, directors, employees, agents, and/or licensors, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (i) your use of the Services; (ii) your violation of these Terms; (iii) your violation of any third party right, including without limitation any copyright, property, publicity or privacy right; including all actions taken under your account. This defense, hold harmless and indemnification obligation will survive any termination of these Terms and your use of the Services.
By using the App, you agree to have all records, provided to you in electronic form. This consent applies to all transactions between you and Apsel.