Terms of Service

THESE TERMS OF USE (THE "TERMS") CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU ("CUSTOMER") AND UNIVERS AP, BY CLICKING THE "I ACCEPT" BUTTON, BY EXECUTING A PROPOSAL OR ORDER FORM INCLUDING THESE TERMS BY REFERENCE, OR BY USING THE UNIVERSE AP PLATFORM, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS REVIEWED AND AGREES TO THESE TERMS. IF YOU ACCEPT THESE TERMS AS AN INDIVIDUAL, "CUSTOMER" REFERS TO YOU INDIVIDUALLY. IF YOU ACCEPT THESE TERMS AS A REPRESENTATIVE OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND "CUSTOMER" REFERS TO SUCH ENTITY. IF CUSTOMER DOES NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE THE UNIVERSE AP PLATFORM. UNIVERS AP MAY MAKE CHANGES TO THE UNIVERS AP PLATFORM AT ANY TIME. FURTHER, UNIVERS AP MAY MAKE CHANGES TO THESE TERMS AT ANY TIME WHICH ALL USERS WILL BE REQUIRED TO ACCEPT ON THE NEXT LOGIN. CUSTOMER'S CONTINUED USE OF THE AP UNIVERSE PLATFORM AFTER SUCH CHANGES HAVE BEEN POSTED WILL SIGNIFY CUSTOMER'S AGREEMENT AND ACCEPTANCE OF THE REVISED TERMS.

DEFINITIONS

Ancillary Services” means implementation, training or consulting services described in the package of services ordered by Customer or which UNIVERS AP may perform as described in a purchase order agreed to by the parties.

“Permitted Purposes” means for Customer's internal business purposes.

"Authorized Users" means, where Customer is a business entity, Customer's employees, consultants, contractors and/or agents : (a) for whom access to the UNIVERS AP Platform during the Subscription Term has been purchased by the Client, (b) who are authorized by the Client to access and use the UNIVERS AP Platform, and (c) who have been provided with user identifications and passwords for this purpose by the Client (or by UNIVERS AP at the Customer's request).

“UNIVERS AP Platform” means the UNIVERS AP Hosted Software Platform described in an applicable Purchase Order, Proposal, provided that such definition excludes any Open Source Software that may be used to provide the UNIVERS AP Platform and all third party offers.

"Customer Data" means all data submitted, stored, published, displayed or otherwise transmitted by or on behalf of Customer or its Authorized Users and received and analyzed by the UNIVERS AP Platform.

"Client System" means Client's internal website(s), servers and other equipment and software used in the conduct of Client's business.

"Documentation" means the printed, paper, electronic or online user instructions and help files made available by UNIVERS AP for use with the UNIVERS AP Platform, as updated from time to time by UNIVERSE AP.

"Intellectual Property Rights" means all intellectual property rights or similar proprietary rights, including (a) patent rights and utility models, (b) copyrights and fundamental rights in data, (c) trademarks, trade names, domain names and trade dress and goodwill associated therewith, (d) trade secrets, (e) masks and (f) design rights and industrial models; in each case, including registrations, registration applications, renewals and extensions of all of the foregoing in any jurisdiction in the world.

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

"Order Form" means the order documents for Services purchased from UNIVERS AP that are electronically submitted by Customer or executed by the parties from time to time, including any modifications, supplements and additions to Order Forms. order which are incorporated herein.

"Services" means the services provided by UNIVERS AP hereunder, including ancillary services, support services and access to the UNIVERS AP platform.

"Statement of Work" means a written statement of work entered into and signed by the parties describing the ancillary services to be provided by UNIVERS AP to the Client.

“Subscription Term” means the period during which Customer is permitted to access and use the UNIVERS AP Platform, as set forth in an applicable Order Form.

“Support Services” means support and maintenance services offered by UNIVERS AP and purchased by Customer pursuant to a Purchase Order.

"Third Party Offerings" means certain software or services provided or performed by third parties that interact with the UNIVERS AP Platform.

ORDERS ; LICENSES ; AND LIMITATIONS.

Orders. Subject to these Terms, Customer may order Services by submitting or executing one or more Order Forms. Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by UNIVERS AP regarding any future functionality or features.

Access and Use. Subject to Customer’s compliance with the terms and conditions contained in these Terms, UNIVERS AP, during the relevant Subscription Term, herby grants Customer and, if applicable, its Authorized Users, a limited, non-exclusive, non-transferable right to access and use the UNIVERS AP Platform in accordance with the Documentation, in each case solely for Customer’s Authorized Purposes and not for the benefit of any other person or entity. Customer’s use of the UNIVERS AP Platform may be subject to certain limitations, such as, for example, certain functionality is not available in all customer service plans. Any such limitations will be specified in the applicable Order Form, or in the Documentation.

Restrictions. ****Customer shall not, directly or indirectly, and Customer shall not permit any Authorized User or third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the UNIVERS AP Platform; (b) modify, translate, or create derivative works based on any element of the UNIVERS AP Platform or any related Documentation; (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the UNIVERS AP Platform; (d) use the UNIVERS AP Platform for timesharing purposes or otherwise for the benefit of any person or entity other than for the benefit of Customer and Authorized Users; (e) remove any proprietary notices from the Documentation; (f) use the UNIVERS AP Platform for any purpose other than its intended purpose; (g) interfere with or disrupt the integrity or performance of the UNIVERS AP Platform; (h) introduce any Open Source Software into the UNIVERS AP Platform; or (i) attempt to gain unauthorized access to the UNIVERS AP Platform or its related systems or networks.

Reservation of Rights. Except as expressly granted in these Terms, there are no other licenses granted to Customer or any Authorized User, express, implied or by way of estoppel. All rights not granted in these Terms are reserved by UNIVERS AP.

THIRD PARTY OFFERS.

Use of Third-Party Offerings. UNIVERS AP or third parties may from time to time allow the Client to use the UNIVERS AP Platform in connection with Third Party Offerings. Any use by Customer of such Third Party Offerings, and any exchange of data between Customer and any provider of a Third Party Offering, is solely between Customer and the applicable provider of the Third Party Offering. UNIVERS AP does not warrant or support any third party offerings, whether or not designated by UNIVERS AP as "certified" or otherwise. If Customer installs or activates a Third Party Offering for use with the UNIVERS AP Platform, Customer acknowledges that UNIVERS AP may allow the providers of such Third Party Offering to access Customer Data as required for interoperability and support of this third-party offer with the UNIVERS AP platform. . UNIVERS AP shall not be liable for any disclosure, modification or deletion of Customer Data resulting from such access by the providers of Third Party Offerings. If the provider of a Third Party Offering ceases to make the Third Party Offering available for interoperability with the corresponding functionality of the UNIVERS AP Platform on reasonable terms, UNIVERS AP may cease providing such functionality without entitling the customer to a refund, credit or other compensation.

Access codes. To the extent UNIVERS AP requires Customer to grant UNIVERS AP permissions, passwords or other user credentials to a Third Party Offering ("Access Codes") to retrieve Customer Data or to allow interoperability with the UNIVERS AP Platform, the Customer must quickly provide this Access Codes. UNIVERS AP shall not share, reassign, disclose or disclose Access Codes except to UNIVERS AP employees or contractors specifically engaged in the performance of the Services.

Third party hosting. UNIVERS AP may use the services of one or more third parties to provide all or part of the Services. UNIVERS AP will pass on all warranties to the extent UNIVERS AP receives any from its current third party service provider that it may provide to the Client.

Customer agrees to abide by all acceptable use policies and other terms of any third party service provider which are provided or otherwise made available to Customer from time to time.