Preventance Terms of Use
1. Introduction
These Terms of Use ("Terms") apply to the APT Preventance product ("Product") only, and not to any other APT site, service, or software. As used in these Terms, "You" means the individual user of the Product, and "APT" or “We” means Asset Performance Technologies, Inc. THESE TERMS GOVERN YOUR ACCESS TO AND USE OF THE PRODUCT. BY CREATING AN ACCOUNT AND ACCESSING THE PRODUCT, YOU AGREE TO COMPLY WITH THESE TERMS AND ACKNOWLEDGE THAT THIS IS A BINDING AND ENFORCEABLE LEGAL AGREEMENT BETWEEN YOU AND APT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE PRODUCT.
2. Delivery, Access, and Use of the Product
Delivery. APT is making the Product available to You pursuant to the terms and conditions of the Master Subscription Agreement (or similarly titled agreement) between APT and the customer who has authorized Your access to and use of the Product ("MSA"). The term of the MSA is referred to in these Terms as the "Term," and the customer under the MSA is referred to as the "Customer." In the event of any inconsistency or conflict between these Terms and the MSA, the MSA shall control.
Updates. Any new or enhanced versions of the Product made available are subject to these Terms unless otherwise indicated.
Access to and Use of Product. APT grants You the right to access and use the Product during the Term only as permitted under these Terms. You may use the Product only in a commercially reasonable manner and for Customer's legitimate business purposes. You will adhere to all laws, rules, and regulations applicable to the access and use of the Product.
Your Account. You will need an account to use the Product. To protect your account, keep your password confidential. You are responsible for the activity that happens on or through your account. If you learn of any unauthorized use of your password or account, notify APT as soon as possible.
Third-Party Terms. The Product may contain or otherwise make use of hardware, software, or other materials owned by third parties, including, without limitation, open source software ("Third-Party Products"). Third-Party Products may be licensed under additional license terms that accompany such Third-Party Products, and Your use of the Product constitutes your agreement to comply with these terms. Any hardware Third Party Product is provided solely for You use in connection with the Product and for no other purpose.
Restrictions on Use. You agree that You will not: (a) make any part of the Product available to, or use any part of the Product for, anyone other than You and the Customer; (b) sell, resell, license, sublicense, transfer, assign, distribute, make available, rent, or lease any part of the Product, or include any part of the Product in a service bureau or outsourcing offering; (c) use the Product to store or transmit infringing or libelous material or to store or transmit material in violation of third-party intellectual property or privacy rights; (d) use the Product to store or transmit malicious code; (e) interfere with or disrupt the integrity or performance of any part of the Product or third-party data contained therein, (f) attempt to gain unauthorized access to any part of the Product or its related systems or networks; (g) permit direct or indirect access to or use of any part of the Product in a way that circumvents a contractual usage limit, or use
any of part of the Product to access or use any of APT’s intellectual property rights except as permitted expressly under these Terms; (h) copy the Product or any part, feature, function or user interface thereof (including any content that is not owned by You or Customer); (i) frame or mirror any part of the Product, other than framing on Your own intranets or otherwise for Customer's internal business purposes; or (j) access any part of the Product in order to build a competitive product or service or reverse engineer the Product in whole or in part (to the extent such restriction is permitted by law).
Termination. You may terminate these Terms at any time by ceasing use of the Product and deactivating your account. APT may immediately terminate Your access to the Product if You breach these Terms. Upon termination of these Terms, You shall cease all use of the Product.
Trial Terms. If the Product has been made available to You on a free or trial basis, the following terms (in addition to the rest of the Terms):
- Uptake may terminate these Terms at any time for convenience.
- These Terms shall automatically expire at the end of the applicable trial period, and your rights to access and use the Product shall cease unless and until You (or an applicable third party) and APT or one of its affiliates enter into a subsequent agreement governing Your access to and use of the Product.
3. Data and Confidentiality
APT Data. APT owns all data, other than Customer Data (as defined in the MSA) and Your Personal Data, incorporated in or displayed in the Product ("APT Data").
Personal Data. In creating an account to access and use the Product, You may be required to provide personal information about Yourself ("Personal Data"), such as Your name, email address, and password. Your provision of Personal Data constitutes Your consent to APT’s collection, use, and other processing of Your Personal Data as set forth in the Product's Privacy Notice. APT will use commercially reasonable efforts to protect Your Personal Data as set forth in the Product's Privacy Notice. You can access the Product's Privacy Notice at: (Privacy Policy).
Confidentiality. Each of You and APT will protect, and will not use or disclose except to the extent permitted expressly by these Terms, the other's confidential information to which access is granted under these Terms. For clarity, APT’s confidential information includes all APT Data and all APT IP (as defined below).
4. Intellectual Property
Reservation of Rights. Subject to the limited rights expressly granted to You in this Agreement, APT reserves all right, title, and interest (including intellectual property rights) in and to the Product, including any replacements, improvements, updates, enhancements, derivative works, and other modifications to the Product (collectively, “APT IP”). No rights are granted to You in this Agreement other than those expressly granted in Section 2.
5. Disclaimer of Warranties
No Warranties. The Product is provided AS IS, WHERE IS. APT makes no guarantee that the data displayed in the Product is accurate or that the Product will predict or prevent all asset issues or failures. APT makes no other warranties regarding the Product, and disclaims all warranties, express and implied, including but not limited to any warranty of merchantability or fitness for a particular purpose. IN NO EVENT SHALL APT HAVE ANY LIABILITY FOR ANY LOSS OF PROFITS OR REVENUES, LOSS OF DATA OR INFORMATION, OR LOSS OF BUSINESS OPPORUNITY, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, IN EACH CASE HOWEVER CAUSED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT APT HAS BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THESE TERMS OR ANY LIMITED REMEDY UNDER THESE TERMS.
6. Dispute Resolution and Mandatory Arbitration
All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in Chicago, Illinois. The arbitration shall be conducted on a confidential basis pursuant to the American Arbitration Association's Commercial Arbitration Rules.
7. Other
Waiver. The failure by APT to exercise its rights upon the occurrence of any violation of this Agreement shall not constitute a waiver of such rights.
Notices and Information. You agree that APT may contact You to provide You with information and notices relating to Product, these Terms, or for other commercial reasons. All notices required to be delivered in writing should be sent to legal@uptake.com. All other inquiries, including comments, questions, suggestions, troubleshooting assistance, or requests for support, should be directed to support@uptake.com.
Severability. If any portion of these Terms are found to be void or unenforceable, the remaining provisions of these Terms shall remain in full force and effect.
Survival. Sections 3 through 7 shall survive any termination or expiration of these Terms.
Modification of Terms. We may modify these Terms to, without limitation, reflect changes to applicable laws or to the Product. You should review these Terms regularly. We will use commercially reasonable efforts to notify You of modifications to these Terms (including by posting notice of changes in the Product). Changes to these Terms will not apply retroactively; however, Your continued use of the Product after being notified of such changes will constitute Your agreement to be bound by such changes. If you do not agreed to changes to these Terms, You should discontinue Your use of the Product.
Compliance with Laws. You shall comply with the export laws and regulations of the United States and any other applicable jurisdiction in accessing and using the Product. Without limiting the foregoing, You represent and warrant that You are not named on any U.S. government denied-persons or other screening list, and You will not make the Product available (a) to any person that is located in a country subject to a U.S. government embargo, (b) to person that is listed on a denied-persons or other screening list, or (c) otherwise in violation of export control laws or regulations.
Last Revised: May 3, 2018