These Terms of Service (the “Terms” or the “Agreement”) set forth the binding legal agreement between you and APi Technologies Inc (“APi”). This Agreement governs your use of www.expertmarketplace.org (“marketplace”) and all other technology assets owned and operated by APi, (collectively, the “APi Platform”). APi Technologies, Inc. may referred to as “APi,” “we,” or “us” in this Agreement.
These Terms provide important information to you, our limitation of liability to you, your agreement to resolve any disputes by individual arbitration and to waive the right to participate in a class action (described in Section 6 below). By agreeing to these Terms, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and that you waive your right to participate in class actions, class arbitrations, or any type of representative actions.
We encourage you to review this Agreement carefully. Any use of the APi Platform, shall be governed by this Agreement. If you do not agree to any of the Terms, you should stop using the marketplace immediately.
1. Use of the APi Platform.
You must be at least the age of majority in the state where you live to use the APi Platform. Use of the APi Platform by anyone under 18 years of age is strictly prohibited.
When using the APi Platform, you agree to abide by common standards of etiquette and act in accordance with the law, as described further in our Acceptable Use Policy.
You may close your account at any time by going to account settings and disabling your account. We may permanently or temporarily suspend your use of the site or the service at any time for any reason, without any notice or liability to you. We may terminate your account at any time for any or no reason, including if you violate any APi policy (including the Acceptable Use Policy). Upon termination of your use of the service, certain provisions will survive termination
2. Disclaimers and Limitations of Liability.
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF APi TO YOU.
EACH PROVISION BELOW APPLIES TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW:
WE ARE PROVIDING YOU THE APi PLATFORM, SERVICES, INFORMATION, SERVICES, SERVICE DESCRIPTIONS, AND THIRD-PARTY CONTENT ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, APi EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, TITLE, ACCURACY AND COMPLETENESS, UNINTERRUPTED OR ERROR-FREE SERVICE, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE.
APi MAKE NO PROMISES WITH RESPECT TO, AND EXPRESSLY DISCLAIM ALL LIABILITY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, FOR: (i) CONTENT POSTED BY ANY THIRD-PARTY ON THE APi PLATFORM, (ii) THE DESCRIPTIONS OR SERVICES, (iii) THIRD-PARTY SITES AND ANY THIRD-PARTY PRODUCT OR SERVICE LISTED ON OR ACCESSIBLE TO YOU THROUGH THE SITE, AND (iv) THE QUALITY OR CONDUCT OF ANY THIRD-PARTY YOU ENCOUNTER IN CONNECTION WITH YOUR USE OF THE SITE.
YOU AGREE THAT UNDER THE MAXIMUM EXTENT PERMITTED BY LAW, APi WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT APi SPECIFICALLY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, LOSS OF PROFITS, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR LOSS OF DATA (EVEN IF APi HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE) ARISING OUT OF AND IN ANY WAY CONNECTED WITH YOUR USE OF, OR INABILITY TO USE, THE APi PLATFORM OR PRODUCTS. YOUR USE OF THE APi PLATFORM, PRODUCTS, INFORMATION, OR SERVICES IS AT YOUR SOLE RISK.
You agree to fully indemnify, defend, and hold APi and their directors, officers, employees, consultants, and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees), and other expenses that arise directly or indirectly out of or from: (a) your breach of any part of this agreement, including but not limited to the Acceptable Use Policy and Prohibited Products Policy; (b) any allegation that any materials you submit to us or transmit to the APi Platform infringe or otherwise violate the copyright, patent, trademark, trade secret, or other intellectual property or other rights of any third party; (c) your activities in connection with the APi Platform or other websites to which the APi Platform is linked; and/or (d) your negligent or willful misconduct.
4. Dispute Resolution.
If you have a dispute with APi, you agree to contact us directly thru our Contact US webpage to attempt to resolve the issue informally first. If we are not able to resolve the dispute informally, then this section will govern any legal dispute that relates to the APi Platform or involves our offerings.
a. Binding Arbitration. You and APi agree that any dispute, claim or controversy arising out of or relating to this Agreement or to your use of the APi Platform (collectively “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. This means that you and APi both agree to waive the right to a trial by jury. Notwithstanding the foregoing, you may bring a claim against APi in “small claims” court, instead of by arbitration, but only if the claim is eligible under the rules of the small claims court and is brought in an individual, non-class, and non-representative basis, and only for so long as it remains in the small claims court and in an individual, non-class, and non-representative basis.
b. Class Action Waiver. You and APi agree that any proceedings to resolve Disputes will be conducted on an individual basis and not in a class, consolidated, or representative action. This means that you and APi both agree to waive the right to participate as a plaintiff as a class member in any class action proceeding. Further, unless you and APi agree otherwise in writing, the arbitrator in any dispute may not consolidate more than one person’s claims and may not preside over any form of class action proceeding.
c. Arbitration Administration and Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution’ section. (The AAA Rules are available at http://www.adr.org or by calling the AAA at 1-800-778-7879).
d. Arbitration Process. A party who desires to initiate the arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of arbitrators with relevant experience. If the parties are unable to agree upon an arbitrator within 7 days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with AAA Rules.
e. Arbitration Location and Procedure. Unless you and APi agree otherwise, the seat of the arbitration shall be in Santa Ana, California. If your claim does not exceed USD$10,000, then the arbitration will be conducted solely on the basis of documents you and APi submit to the arbitrator, unless you request a hearing and the arbitrator then determines that a hearing is necessary. If your claim exceeds USD$10,000, your right to a hearing will be determined by AAA Rules. Subject to AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Hearings may be conducted by telephone or video conference, if requested and agreed to by the parties.
f. Arbitrator’s Decision and Governing Law. The arbitrator shall apply California law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized by law. The arbitrator will render an award within the timeframe specified in the AAA Rules. Judgment on the arbitration may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the “Disclaimers and Limitations of Liability” section above. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant’s individual claim.
g. Fees. Each party’s responsibility to pay the arbitration filing, administrative and arbitrator fees will depend on the circumstances of the arbitration and are set forth in the AAA Rules.
a. Controlling Law and Jurisdiction. This agreement will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to their conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of a federal or state court located in Santa Ana, California for any actions for which the arbitration provision, does not apply.
b. Changes. We reserve the right at any time to:
i. change the terms and conditions of this Agreement, consistent with applicable law;
ii. change the APi Platform, including eliminating or discontinuing any information or services or other features in whole or in part; and
iii. deny or terminate your Expert Marketplace account, or use of and access to the APi Platform.
Any changes we make to the Terms will be effective immediately upon our making such changes available on the APi Platform and posting notice of such changes on the APi Platform or in another manner in our reasonable discretion. You agree that your continued use of the APi Platform after such changes constitutes your acceptance of such changes. If you do not agree with any of the updates to this Agreement, you should not use the APi Platform. Be sure to return to this page periodically to ensure your familiarity with the most current version of the Terms of Service.
c. Languages. English is the authoritative text of this Agreement and all communications, notices, arbitrations and other actions and proceedings relating to this Agreement will be made and conducted in English, even if we choose to provide translations of this Agreement into the native languages in certain countries.
d. Assignment. No terms of this Agreement, nor any right, obligation, or remedy hereunder is assignable, transferable, delegable, or sublicensable by you except with APi’s prior written consent, and any attempted assignment, transfer, delegation, or sublicense shall be null and void. APi may assign, transfer, or delegate this Agreement or any right or obligation or remedy hereunder in its sole discretion.
e. Waiver. Our failure to assert a right or provision under this Agreement will not constitute a waiver of such right or provision.
f. Headings. Any heading, caption, or section title contained is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.
g. Further Assurances. You agree to execute a hard copy of this Agreement and any other documents, and take any actions at our expense that we may request to confirm and effect the intent of this Agreement and any of your rights or obligations under this Agreement.
h. Entire Agreement/ Severability. This Agreement supersedes all prior terms, agreements, discussions and writings regarding the APi Platform and constitutes the entire agreement between you and us regarding the APi Platform. If any part of this Agreement is found to be unenforceable, then that part will not affect the enforceability of the remaining parts of the Agreement, which will remain in full force and effect.
i. Survival: The following provisions will survive expiration or termination of this Agreement: Section 4 (Disclaimers and Limitations of Liability), Section 5 (Indemnification), Section 6 (Dispute Resolution) and Section 5 (Miscellaneous).
APi Technologies, Inc.
27068 La Paz Rd, Suite #755
Aliso Viejo, CA 92656