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Legal

Discover APS’ legal resources, policies, and more–all in one place.

These APS User Terms and Conditions (these “Terms”) are by and between Automatic Payroll Systems, Inc. (“APS”, “we”, “us” and “our”) and the individual accessing and using the Services (as defined below), and who may be authorized by an APS customer (“Customer”) to access the Services (such individuals, “Authorized Users”, and collectively with anyone else accessing the Services, “you”). These Terms are effective as of date you access the Services. APS and you may be referred to individually as a “Party” and together as, the “Parties.”

PLEASE REVIEW THESE TERMS CAREFULLY. BY ACCEPTING THESE TERMS OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

THESE TERMS REQUIRES FINAL AND BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS, OR YOUR ACCESS TO OR USE OF THE SERVICES, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THESE TERMS, AND YOU AGREE THAT ANY SUCH CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 9 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.

You represent and warrant that you: (a) are of legal age to form a binding contract; (b) have the right, authority, and capacity to agree to and abide by these Terms; and (c) are not a person barred from using the Services under the laws of any applicable jurisdiction. THE SERVICES ARE NOT INTENDED FOR USERS UNDER THE AGE OF 13 OR THE MINIMUM AGE REQUIRED BY YOUR JURISDICTION, AND SUCH USERS ARE EXPRESSLY PROHIBITED FROM SUBMITTING ANY PERSONAL DATA OR USING ANY ASPECT OF THE SERVICES, AND BY TAKING SUCH ACTIONS YOU AGREE, REPRESENT, AND WARRANT THAT YOU ARE 13 YEARS OF AGE, OR THE MINIMUM AGE REQUIRED BY YOUR JURISDICTION, OR OLDER.  

APS may provide notifications, whether such notifications are required by law or are for other business-related purposes, to you via email notice, text message (e.g. SMS or MMS), business or personal mail, written or hard copy notice, or through posting of such notice on the Services, as determined by APS in its sole discretion.

  • AUTHORIZED USERS
    • Relationship. You acknowledge that Customer has separately agreed to the APS Subscription Agreement, provided at https://apspayroll.com/legal/agreements/#subscription or otherwise agreed to between Customer and APS (the “Subscription Agreement”), and that APS has created an APS account for you pursuant to Customer’s instructions. We may request, instruct or direct Customer to take action regarding any violation of these Terms or any other policy of APS by you.
    • Customer Data. You acknowledge and agree that certain data or information you submit to the Services is “Customer Data” as defined in the Subscription Agreement and is owned by Customer. The Subscription Agreement provides Customer with many choices and control over that Customer Data. For example, Customer may enable or disable third party integrations, manage permissions, and request that APS share Customer Data with a third party, and these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data. As between Authorized Users and Customers, the information you input into or otherwise make available through the Services is not confidential and may be used by Customer subject to these Terms, the Subscription Agreement and any other understanding directly between you and Customer. If you are an Authorized User that is also a contractor of Customer (i.e. not an employee), you acknowledge and agree that: (i) any action you take with respect to Customer Data in, through or from the Services is taken at the direction, instruction or with the authorization of Customer, and (iii) you may provide, access, process and use Customer Data solely to provide the aforementioned services to Customer in full compliance with these Terms and any agreement between you and Customer and applicable law.
    • Disclaimer. AS BETWEEN US AND CUSTOMER, YOU AGREE THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY AUTHORIZED USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ANY AUTHORIZED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF THE SERVICES; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA PURSUANT TO THE CUSTOMER AGREEMENT IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY AUTHORIZED USER RELATING TO OR BASED ON CUSTOMER DATA, THE SERVICES OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS OR THOSE SET FORTH IN THE SUBSCRIPTION AGREEMENT.
  • THE SERVICES.
    • Provision of the Services. The “Services” means, collectively, the current and future technology services and related software and service provided by APS, including without limitation on any website and subdomain provided by APS, and other related software, content, and services, including all versions, upgrades, improvements, updates, enhancements, corrections, fixes, release notes and changes thereto. During the Term (as defined herein) and subject to your compliance with the terms and conditions of these Terms, APS hereby grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable right to access and use the Services for your own internal and non-commercial purposes.
    • Additional Services. Without limiting the terms of these Terms, if Customer purchases access to one or more of the Services which are governed by additional terms provided at https://apspayroll.com/legal/agreements/ (each, “Additional Terms”), and provides you access with such Services, then you also agree to be bound by such Additional Terms to the extent applicable to you. Furthermore, you agree that your access to and use of the Services shall comply with and be subject to any acceptable use policy, and other guidelines instituted by APS (collectively, “Policies”).
    • Privacy. In addition to these Terms, the Privacy Policy at https://apspayroll.com/about-us/privacy-policy/ (“Privacy Policy”) applies to how APS may process information provided as part of the Services. You acknowledge and agree that by accessing or using the Services, APS may receive certain information about you, including personal data, as set forth in the Privacy Policy, and APS may collect, use, disclose, store, share, and process such personal data in accordance with such Privacy Policy.
    • Mobile Apps. APS may make available mobile software applications for access to and use of certain components of the Services (collectively, “Mobile Apps”). Your access to and use of Mobile Apps is subject to and governed by these Terms, and any Mobile Application End User License Agreements applicable thereto, which are each hereby incorporated herein. If any Mobile App is downloaded by you from the iTunes App Store, Google Play or any similar service (an “App Store”), your use of such Mobile App is further subject to your compliance in all material respects with the terms and conditions of the applicable usage rules set forth by such App Store. These Terms is between you and APS only, and not with the proprietor of any App Store (a “Third Party Proprietor”), and no Third Party Proprietor is responsible for Mobile Apps and the contents thereof; however, any Third Party Proprietor and its subsidiaries are third-party beneficiaries of these Terms with respect to Mobile Apps.
    • Trademarks. You may not use the APS names, brands, trademarks, service marks or logos that APS makes available on the Services (“Marks”). APS claims trademark protection over all such Marks and you will not use the Marks except as expressly authorized herein. You will not remove or alter the Marks or any proprietary notices on the Services. The Marks may not be included in or as part of any registered corporate name, any other logo, or service or product name. You may not create any derivative works of the Marks or use the Marks in a manner that creates or reasonably implies an inaccurate sense of endorsement, sponsorship, or association with APS. You will not otherwise use business names or logos in a manner that can mislead, confuse, or deceive any third party. All use of the Marks and all goodwill arising out of such use, will inure to APS’ benefit.
    • Third Party Offerings. APS may make services delivered or performed by third parties, including applications, services, websites or software that complement or interoperate with your use of the Services (collectively, “Third Party Offerings”), available to you for use in connection with the Services. You acknowledge and agree that any use by you of any Third Party Offerings may be subject to a separate agreement with such third party provider, which will govern your use of such Third Party Offerings. APS makes no warranties of any kind and assumes no liability whatsoever for your use of (or inability to use) Third Party Offerings, which are made available by APS “AS IS,” “AS AVAILABLE” and “WITH ALL FAULTS.”
  • PROPRIETARY RIGHTS
    • You grant APS and its service providers a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made all content (in any form and any medium, whether now known or later developed) that you provide in connection with the Services. You acknowledge and agree that the technical processing and transmission of data associated with the Services, may require: (i) transmissions over various networks and across borders; and (ii) modifications to conform, connect, and adapt to technical requirements of networks or devices. You hereby agree that APS may collect, generate, and use data that has been aggregated in a manner that does not reveal any personally identifiable information and cannot reasonably be used to identify you as the source of such data, and that all such data shall be owned by APS.
    • The Services provided to you hereunder or available to you through the Services are licensed, not sold, and APS retains and reserves all rights not expressly granted in these Terms. You acknowledge and agree that, as between you and APS, APS and its licensors owns all rights, title and interest (including all intellectual property rights) in the Services and all data, content, and other materials within the Services. The Services are protected by U.S. and international copyright and other intellectual property laws and treaties. APS reserves all rights not expressly granted to you in these Terms.
    • You may not share your account or password with anyone. You are fully responsible for all activities that occur under your account. You agree to notify APS immediately of any unauthorized use of your account or password or any other similar breach of security. If your account remains inactive for three months or longer, APS reserves the right to suspend or terminate your account, with or without notice to you, and delete your content all without liability.
    • You may not share your account or password with anyone. You are fully responsible for all activities that occur under your account. You agree to notify APS immediately of any unauthorized use of your account or password or any other similar breach of security. If your account remains inactive for three months or longer, APS reserves the right to suspend or terminate your account, with or without notice to you, and delete your content all without liability.
  • USER CONDUCT AND RESTRICTIONS
    • In your use of the Services, you will not:
      • use, reproduce, modify, adapt, create derivative works from, sublicense, publicly perform, publicly display, distribute, sell, lease, rent, make, have made, assign, pledge, transfer or otherwise grant rights to the Services, except as expressly permitted under these Terms;
      • reverse engineer, disassemble, decompile, translate, or otherwise attempt to derive trade secrets, algorithms, or the source code, architectural framework, or data records, within or associated with the Services;
      • interfere with or disrupt the integrity or performance of the Services, including by disrupting the ability of any other person to use or enjoy the Services;
      • provide use of the Services on a service bureau, rental or managed services basis, provide or permit other individuals or entities to create Internet “links” to the Services or “frame” or “mirror” the Services on any other server, or wireless or Internet-based device;
      • access the Services for the purpose of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Services;
      • violate any applicable local, state, provincial, federal or international law or regulation, or use the Services for any illegal, unauthorized or otherwise improper purposes, including to store or transmit malicious code, or to store or transmit material in violation of third-party privacy rights;
      • remove or obscure any proprietary notice that appears within the Services;
      • impersonate any person or entity, including APS personnel, or falsely state or otherwise misrepresent your affiliation with APS, or any other entity or person;
      • forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Services;
      • take any action that imposes an unreasonable or disproportionately heavy load on the Services or its infrastructure; or
      • use spiders, crawlers, robots, scrapers, automated tools or any other similar means to access the Services; or download, reproduce, or archive any substantial portion of the Services.
    • You will not upload, post, email, store, transmit, or otherwise make available any content that:
      • is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or otherwise objectionable;
      • may not be made available under any law or under contractual or fiduciary relationships (such as confidential or proprietary information learned as part of an employment relationship or under a non-disclosure agreement);
      • infringes any patent, trademark, trade secret, copyright, or other proprietary right of any party;
      • consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages, or any other form of solicitation
      • contains software viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware;
      • contains infringing, libelous, or otherwise unlawful or tortious material; or
      • contains infringing, libelous, or otherwise unlawful or tortious material; or
      • APS’s failure to enforce any of these restrictions or guidelines shall not act as a waiver for any future enforcement, will not be considered a breach of these Terms by APS, and does not create a private right of action for any other party.
  • DISCLAIMERS.
    • EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN THE ADDITIONAL TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. WHILE APS TAKES REASONABLE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICES, APS DOES NOT GUARANTEE THAT THE SERVICES CANNOT BE COMPROMISED. YOU UNDERSTAND AND AGREE THAT (I) THE SERVICES MAY NOT BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE, OR ERROR-FREE, (II) APS IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY OFFERING ISSUES, (III) APS IS NOT RESPONSIBLE OR LIABLE FOR INCOMPLETE OR INACCURATE INFORMATION OR DATA IN THE SERVICES, AND (IV) ALL CONTENT MADE AVAILABLE BY APS THROUGH THE SERVICES IS MADE AVAILABLE FOR INFORMATIONAL PURPOSES ONLY. YOU ARE SOLELY RESPONSIBLE FOR CONFIRMING THE ACCURACY OF ALL CONTENT BEFORE TAKING OR OMITTING ANY ACTION.
    • Beta Disclaimer. ALL SERVICES LABELED ALPHA, BETA, PRE-RELEASE, TRIAL, PREVIEW OR SIMILARLY (“Beta Services”) ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS, AND YOUR USE OF SUCH BETA SERVICES IS AT YOUR SOLE RISK. APS has no obligations in connection with or in the course of providing the Beta Services. Any expectations and estimates regarding Beta Services are based on factors currently known and actual events or results could differ materially. APS does not assume any obligation to update any Beta Services. In addition, any information about APS’ roadmap outlines APS’ general product direction and is subject to change at any time without notice. It is for informational purposes only and shall not be incorporated into these Terms or any contract or other commitment. APS undertakes no obligation either to develop the features or functionality provided in the Beta Services, or to include any such feature or functionality in a future release of the Services. You expressly acknowledge that the Beta Services have not been fully tested, and may contain defects or deficiencies which may not be corrected by APS The Beta Services may undergo significant changes prior to release of the corresponding generally available final version.
    • No Advice or Endorsement. You hereby acknowledge, understand and agree that: (i) any content or information provided on the Services (“Services Materials”) are for informational purposes only; (ii) Services Materials are not intended to be, and you should not construe Services Materials as, legal, tax, investment, financial or other advice; (iii) nothing contained on the Services constitutes a solicitation, recommendation, endorsement or offer by APS to sell or buy anything; (iv) nothing on the Services constitutes professional and/or financial advice, nor do any Services Material constitute a comprehensive or complete statement of the matters discussed or the law or regulations relating thereto; (v) APS is not a fiduciary by virtue of your use of or access to the Services and/or Services Materials; (vi) you alone assume the sole responsibility of evaluating the merits and risks associated with the use of or reference to Services Material before making any decisions based on such Services Material; (vii) APS shall not be held responsible or liable for any possible claim for damages arising from any decision you make based on information or Services Material made available to you.
  • CONFIDENTIALITY.
    • Definition of Confidential Information. “Confidential Information” means all non-public information disclosed by a Party (“Discloser”) to the other Party (“Recipient”), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. APS’s Confidential Information includes, without limitation, the Services, pricing information, and the Mobile Apps.
    • Protection of Confidential Information. Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in each case not less than a reasonable degree of care) to: (i) not use any Confidential Information of Discloser for any purpose outside the scope of these Terms; and (ii) limit access to Confidential Information of Discloser to those of its Authorized Users, employees and contractors who need that access for purposes consistent with these Terms and who have signed confidentiality agreements with Recipient containing protections not materially less protective of the Confidential Information than those in these Terms.
    • Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii) was known to the Recipient before its disclosure by the Discloser without breach of any obligation owed to the Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or (iv) is independently developed by the Recipient without use of or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
  • TERM AND TERMINATION.
    • The term of these Terms shall commence upon the date on which you being using or accessing the Services, and will continue until the earlier of: (i) your access to the Services has been terminated by Customer or us; and (ii) the termination or expiration of the Subscription Agreement (the “Term”). Please contact Customer if, at any time or for any reason, you with to terminate your account, including due to a disagreement with any updates to these Terms.
    • If you violate these Terms, APS may, with or without notice to you, immediately suspend or terminate your access and use of the Services.
    • APS reserves the right at any time to modify, suspend, or discontinue the Services (or any portion thereof) with or without notice, and APS shall not be liable to you or any third party for any such modification or discontinuance.
    • Upon termination of these Terms for any reason: (i) APS, in its sole discretion, may remove and discard your content and information; (ii) you will immediately cease your use of the Services; and (iii) any provision that, by its terms, is intended to survive the expiration or termination of these Terms shall survive such expiration or termination. Further, you agree that that APS shall not be liable to you or any third party for any termination of your account or access to the Services.
  • LIMITATION OF LIABILITY.
    • APS SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA OR GOODWILL, OR COST OF COVER, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS, OR FINANCIAL LOSS, EVEN IF APS HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL APS TOTAL LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICES OR CONTENT EXCEED ONE HUNDRED DOLLARS ($100) IN THE AGGREGATE.
    • THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
    • The Services made available to Authorized Users on behalf of our Customers are business tools intended for use by businesses and organizations for employment and business purposes, and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply to the use of such Services, to these Terms, or to your relationship with APS; provided that, if any consumer laws do apply and cannot otherwise be lawfully excluded, nothing in these Terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies you have, and our liability is limited (at our sole option) to the replacement, repair or resupply of the subject Services.
  • GOVERNING LAW AND FORUM.
    These Terms are governed by the laws of the State of Louisiana (without regard to conflicts of law principles) for any dispute between the Parties or relating in any way to the subject matter of these Terms. Nothing in these Terms prevents either Party from seeking injunctive relief in a court of competent jurisdiction. The prevailing Party in any litigation is entitled to recover its attorneys’ fees and costs from the other Party. The Parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods, nor the Uniform Computer Information Transaction Act (UCITA) shall apply to these Terms, regardless of the states in which the Parties do business or are incorporated
  • ARBITRATION.
    • ALL CLAIMS ARISING IN CONNECTION WITH THESE TERMS SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION RATHER THAN IN COURT. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.
    • The arbitration shall be conducted by the American Arbitration Association (AAA) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules are available at http://www.adr.org/. Payment of all filing, administration and arbitrator fees shall be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that such hearing shall be conducted in Shreveport, Louisiana or, if the Consumer Arbitration Rules apply, another location reasonably convenient to both Parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
    • EACH PARTY AGREES THAT ALL CLAIMS SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION OR OTHER SIMILAR PROCESS (INCLUDING ARBITRATION). IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN SHREVEPORT, LOUISIANA. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.
    • Notwithstanding anything to the contrary, you and APS may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect its intellectual property rights, whether in aid of, pending, or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 9.
    • If APS implements any material change to this Section 9, such change shall not apply to any claim for which you provided written notice to APS before the implementation of the change.
  • MISCELLANEOUS.
    • Entire Agreement. These Terms (including all Additional Terms and Policies) comprises the entire and exclusive agreement between the Parties with respect to its subject matter, supersedes any prior or contemporaneous proposals, statements, materials, negotiations or agreements, whether oral or written, related to its subject matter. You are not relying on any representation concerning this subject matter, oral or written, not included in these Terms. No representation, promise, or inducement not included in these Terms is binding.
    • No Waiver. The failure of either Party to require strict performance by the other Party of any provision hereof shall not affect the full right to require such performance at any time thereafter, nor shall the waiver by either Party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. Any waiver of the provisions of these Terms, or of any breach or default hereunder, must be set forth in a written instrument signed by the Party against which such waiver is to be enforced.
    • Assignment; Delegation. You may not assign these Terms, or sublicense, assign or delegate any right or obligation hereunder, by operation of law or otherwise without the prior written consent of APS. These Terms shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. APS may, in its sole discretion, use vendors or contractors to help provide the Services, and may change its use of such vendors or contractors without notice to you; provided, however, that APS will remain responsible for the acts and omissions of such vendors and/or contractors. To the extent consistent with applicable law, APS may also receive commissions, referral fees or other sources of revenue with respect to any use of the Services and/or certain Third Party Offerings.
    • Assignment; Delegation. You may not assign these Terms, or sublicense, assign or delegate any right or obligation hereunder, by operation of law or otherwise without the prior written consent of APS. These Terms shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. APS may, in its sole discretion, use vendors or contractors to help provide the Services, and may change its use of such vendors or contractors without notice to you; provided, however, that APS will remain responsible for the acts and omissions of such vendors and/or contractors. To the extent consistent with applicable law, APS may also receive commissions, referral fees or other sources of revenue with respect to any use of the Services and/or certain Third Party Offerings.
    • Consent to Electronic Delivery; Electronic Signature.
      • Electronic Signature. You may be prompted to sign documents using the e-signature tools set forth in the Services, and you hereby consent to electronically sign such documents, including employment-related documents, and agree that your electronic signature is the legal equivalent of your manual or handwritten signature. By confirming your signature or otherwise electronically signing a document on the Services, you expressly affirm that: (i) you are able to access and view the relevant document that you are electronically signing, (ii) you consent to conduct business electronically with respect to the transaction contemplated by the document, (iii) you agree to the use of an electronic signature for the document, and (iv) you are authorized to enter into the relevant agreement and be bound by its terms.
      • Electronic Delivery. You agree that Customer and APS may electronically deliver Service- or employment-related documents and/or disclosures to you (including for any persons whom you are the legal guardian), which may include tax and health insurance notices, as applicable. You also authorize APS to receive such Service- and employment- related documents and/or disclosure electronically on your behalf and agree to be notified of such notices electronically.
      • Withdrawing Consent. You are entitled to withdraw your consent to electronic signatures or electronic disclosures at any time by contacting Customer or declining to access or use the Services. However, you acknowledge that if you withdraw consent: (i) APS cannot guarantee that you will be able to obtain relevant disclosures, whether in paper or electronic form, nor maintain full access to the Services; (ii) you may be required to obtain paper copies of your documents and notices directly from Customer; (iii) you or Customer may incur additional fees for requesting paper copies, to the extent permitted by applicable law; (iv) you will not be able to withdraw your consent relating to electronic signatures and electronic disclosures which have already been provided or executed pursuant to your prior consent; and (v) if you deiced to withdraw your consent, the legal validity and enforceability of prior electronic signatures and disclosures will not be affected.
      • Enforceability. You acknowledge that, under applicable laws, some documents require a manual or handwritten signature, and that, subject to Service-specific APS obligations set forth in applicable Additional Terms, it is your responsibility to determine whether a document requires a manual or handwritten signature. You understand that you are solely responsible with respect to the content, validity, or enforceability of any document, and that APS makes no representations or warranties regarding the validity or enforceability of your documents signed using electronic signature.
      • Minimum System Requirements. The minimum system requirements for using the Services may change over time. The current system requirements are as follows:

Hardware: Hard drive
Devices: iOS; Android; Windows
Operating System: Windows 8, 8.1, 10, 11; macOS
Browsers: Internet Explorer 8, 9, 10, 11; Chrome; Firefox; Safari (MacOS)
Software: Adobe Acrobat or similar software to view PDF files
Printer (for printed copies)