PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
- Use of Our Service. You may use the Service only if you can form a binding contract with ASAP, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. Subject to these Terms and any applicable Subscriber Agreement for paid services, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service for your personal, noncommercial use only (unless you are an Organization, as defined below) and as permitted by the features of the Service. ASAP reserves all rights not expressly granted herein in the Service and the ASAP Content (as defined below).
- ASAP Accounts. Your ASAP account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users, such as schools and school districts, associations, other organizations or entities and their representatives (“Organization(s)”), parents, students, or volunteers. If you open a ASAP account on behalf of a company, Organization, or other entity, then (i) “you” includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms (and to any related Terms, such as order forms, which you agree to on the entity’s behalf), and that you agree to these Terms on the entity’s behalf. You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify ASAP immediately of any breach of security or unauthorized use of your account. You agree that ASAP will not be liable for any losses caused by any unauthorized use of your account or of any password you create for your account. You may control your User profile and how you interact with the Service by changing the settings in your settings page. By providing ASAP with your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your settings page; provided that you may not opt-out of Service-related e-mails. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
- Service Rules. You agree you will not: (i) copy, distribute, or disclose any part of the Service; (ii) transmit spam, chain letters, or other unsolicited email; (iii) attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (iv) upload invalid data, viruses, worms, or other software agents through the Service; (v) collect or harvest any personally identifiable information, including account names, from the Service; (vi) impersonate another person or otherwise misrepresent your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (vii) interfere with the proper working of the Service; or (viii) bypass the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein. We may permanently or temporarily terminate or suspend your access to the Service if in our sole determination you violate any provision of these Terms.
- Security. ASAP cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
- User Content. Some areas of the Service allow Users to post or submit content such as profile information, biographical information, text, pictures, videos, comments, questions, and other content or information (any such materials a User submits, posts, displays, or otherwise makes available on the Service or to ASAP is “User Content”). We claim no ownership rights over User Content. However, by sharing User Content through the Service, you agree to allow others to view, edit, and/or share your User Content in accordance with your settings and these Terms. ASAP has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Service. You agree not to post User Content that violates law or third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy, or violates any user terms we may publish. For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
To the extent that your User Content contains music, images, or other third-party content, you hereby represent that you are the owner of all the copyright rights (including, with respect to music, without limitation, the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such User Content) and have the power to grant the license granted below. ASAP reserves the right, but is not obligated, to reject and/or remove any User Content that ASAP believes, in its sole discretion, violates these provisions.
In connection with your User Content, you affirm, represent and warrant the following: (i) You are solely responsible for obtaining all consents as may be required by law to collect or submit any User Content (including without limitation any personally identifiable information such as biographical information) relating to third parties; (ii) If you are an Organization that uses ASAP to perform the Service on your behalf, you agree that you shall post, and are solely responsible for posting, all applicable privacy policies or notifications on your site, including instances in which your site is hosted or maintained by ASAP, and for making all appropriate disclosures to visitors to the site, and to other end users whose information you collect, and for obtaining any necessary consent(s) from such individuals, with respect to your collection and use of personal information and including your disclosure of user personal information to service providers such as ASAP; and (iii) If you are an Organization that uses ASAP to perform the Service on your behalf and you collect personal information from individuals, you acknowledge and agree that you will not collect or cause to be collected and shared with ASAP or hosted on ASAP’s servers certain types of personal information that could trigger state breach notification laws in the event the information is accessed by an unauthorized person, including, but not limited to, Social Security Numbers, driver’s license numbers, bank account or credit card numbers, unless such information is provided to ASAP in a system specifically designed to protect and store such information. If such information is shared with ASAP or hosted on ASAP’s servers in a manner that ASAP deems to be insecure, ASAP has the right, but not the obligation, in its sole discretion to delete and remove any personal information stored on its systems that it deems to be stored in an unsecure manner. In the event that an incident of unauthorized access or disclosure of such data triggers state breach notification laws because of your breach of this section, you agree that you will be wholly responsible for the timing, content, cost and method of any such notice and compliance with such laws.
ASAP takes no responsibility and assumes no liability for any User Content that you or any other User or third party submits, posts, or sends over the Service. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that ASAP shall not be liable for any damages you allege to incur as a result of User Content. You understand that Organizations are solely responsible for their independent data practices and their use or distribution of User Content or any other information or data obtained via the Service.
- Privacy. We care about the privacy of our Users. You understand that by using the Service you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our privacy statements posted on our websites or provided with our services descriptions, and to have your personally identifiable information collected, used, transferred to and processed in the United States. In addition, if you are, or represent, an Organization, to the extent you or your Organization shares with any third party data that is collected by or stored on the Service, you represent and warrant that you have all required consents to collect and share such data with such third parties.
- Our Rights. Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “ASAP Content”), and all Intellectual Property Rights related thereto, are the exclusive property of ASAP and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any ASAP Content. Use of the ASAP Content for any purpose not expressly permitted by these Terms is strictly prohibited. You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products, and requests for improvements to the Service may be contained in an order form, statement of work, or otherwise (collectively, “Idea(s)”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place ASAP under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. Any improvements made to the Service as a result of any Idea will be solely owned by ASAP. You further acknowledge that, by acceptance of your submission, ASAP does not waive any rights to use similar or related ideas previously known to ASAP, or developed by its employees, or obtained from sources other than you. You hereby grant to ASAP the right to name You as a customer of ASAP and to use Your name and applicable logo(s) in connection with ASAP’s customer lists, website, marketing and promotional materials, and press releases.
- Payment Processing Service. If you are signed up for or you represent an Organization that signs up for any aspect of the Service by which ASAP will facilitate the processing of payments Users make to such Organization by credit card, debit card, or other payment method, you acknowledge that ASAP contracts with various third parties, such as banks and payment processors, to facilitate such payment processing (“Processing Services”). You acknowledge and agree that ASAP’s sole responsibility with respect to such Processing Services is with respect to providing a secure link to access the Processing Services provided by third parties. To participate in Processing Services, you must enter into a Sub-Merchant Agreement (the “Sub-Merchant Terms”) with our affiliate RevTrak, Inc., and/or such third parties as we may select from time to time prior to ASAP providing any services to facilitate the processing of payments Users make to such Organization. If you choose to use a third party (instead of our affiliate) for Processing Services, you acknowledge we may charge additional fees.
- No Warranty. The services are provided on an “as is” and “as available” basis. Use of the services is at your own risk. To the maximum extent permitted by applicable law, the services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from ASAP or through the service will create any warranty not expressly stated herein. Without limiting the foregoing, ASAP, its subsidiaries, its affiliates, and its licensors do not warrant that the content (including without limitation any information provided in connection with background screening) is accurate, reliable or correct; that the service will meet your requirements; that the service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the service is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the service. Federal law, some states, provinces and other jurisdictions do not allow exclusions and limitations of certain implied warranties, so some of the above limitations may not apply to you.
- Limitation of Liability. To the maximum extent permitted by applicable law, in no event shall ASAP, its affiliates, agents, directors, officers, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, that result from the use of, or inability to use, this service. So long as ASAP’s acts and omissions are within the prevailing industry standard as to security and maintenance of its site/platform, ASAP will not be responsible for any damage, loss or injury resulting from third party hacking, tampering or other unauthorized access or use of the service or your account or the information contained therein. ASAP assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, caused by third parties resulting from your access to or use of our service; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein by third parties; (iv) any interruption or cessation of transmission to or from the service; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our service by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the service; and/or (vii) user content or the defamatory, offensive, or illegal conduct of any third party. In no event shall ASAP, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the limits set forth in c.r.s. § 24-10-114 for governmental entities . In no event will ASAP’s liability hereunder, for all claims in the aggregate, exceed the subscription fees paid by customer hereunder for the prior three months. The parties acknowledge that ASAP has set its prices and entered into this agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that such limitations and disclaimers form an essential basis of the bargain between the parties. Unless otherwise stated above, this limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if ASAP has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. These terms give you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under these terms will not apply to the extent prohibited by applicable law.
The Service is controlled and operated from facilities in the United States. ASAP makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
- Governing Law, Arbitration, and Class Action/Jury Trial Waiver. You agree that: (i) the Service shall be deemed solely based in California; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. These Terms shall be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in California for any actions for which we retain 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 our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM ASAP. For any dispute with ASAP, you agree to first contact us and attempt to resolve the dispute with us informally. In the unlikely event that ASAP has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, Inc. (“JAMS”), under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in California, unless you and ASAP agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing ASAP from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights. BY ENTERING INTO THESE TERMS, YOU AND ASAP ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY.
- Contact. Please contact us at www.asapconnected.com with any questions regarding these Terms.
These Terms were last modified on February 21, 2018