TERMS OF USE

ACCEPTANCE OF TERMS OF USE FOR THIS WEBSITE

YOU MUST READ THESE API SOFTWARE, INC. WEBSITE TERMS OF USE CAREFULLY. These Terms of Use set forth the terms and conditions that apply to your use of www.apisoftwareinc.com (the "API Website"). api software, inc. ("API") provides this API Website to you, your employees, agents, and any other entity on whose behalf you accept (collectively "You" or "you") these Terms of Use. These Terms of Use are entered into by and between you and API, and you hereby accept these Terms of Use by using the API Website and/or acknowledging agreement with these Terms of Use. These Terms of Use apply to all Internet web pages of this www.apisoftwareinc.com API Website. IF YOU DO NOT AGREE TO ALL OF THESE TERMS OF USE, DO NOT USE THIS API WEBSITE.

COPYRIGHT AND TRADEMARK NOTICES

All materials contained on the API Website are Copyright api software, inc. All rights reserved. The trademarks, logos, designs, and service marks (collectively the "Trademarks") displayed on the API Website, are registered and unregistered Trademarks of API and other third parties. Nothing contained on the API Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use, copy, publish, transmit, or modify any Trademark displayed on the API Website without the prior written authorization of API, or the third party owner of such Trademark. Your misuse of the Trademark, or any content on the API Website, except as provided in these Terms of Use, is strictly prohibited. You are also advised that API will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.

LINKS TO THIRD PARTY WEB SITES

API may provide hyperlinks to third party Internet websites or resources on the API Website. API does not control the third party websites or resources and you acknowledge and agree that API is not responsible for the availability of such external websites or resources, and is not responsible or liable for any content, advertisement, products, or other materials on or available from such websites or resources. API will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such website or resource. API is providing these hyperlinks to you only as a convenience, and the inclusion of any hyperlink does not imply endorsement by API of any third party website or resource or any association with its operators. API encourages you to learn about the terms of use and privacy practices of such websites or resources.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the API Website, you warrant to API that you will not use the API Website for any purpose that is unlawful or prohibited by these terms and conditions. You warrant that you will not use the API Website to: (a) transmit spam, bulk or unsolicited communications; (b) misrepresent your affiliation with a person or entity; (c) damage, disable, overburden, or impair the API Website; (d) collect data about other users unless specifically authorized by such users; (e) interfere with any other partys use and enjoyment of the API Website; or (f) obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the API Website.

USE OF COMMUNICATION SERVICES

The API Website may contain chat areas, message board forums, client user group forums, and/or other message or communication services designed to enable you to communicate with a group (collectively referred to as "Communication Services"). You agree to use such Communication Services only to post, send, and receive messages and material that are appropriate and related to API products and services. Prohibited use includes, but is not limited to: (a) publish, post, disseminate, or distribute any inappropriate, profane, vulgar, defamatory, infringing, obscene, pornographic, lewd, sexually explicit, indecent or unlawful topic, name, material or information; (b) defame, harass, threaten or otherwise violate the legal rights of others; (c) advertise, market, license, or sell goods or services; (d) collecting information about other users, including e-mail addresses, without their consent; or (f) violate any applicable laws or regulations. Your use of such Communication Services may be edited, censored, or controlled by API, however API is under no obligation to monitor such. API reserves the right to delete any message from any chat area, message board forum or group forum at any time, without notice, and for any reason whatsoever. API reserves the right to terminate your access to any and all Communications Services at any time, without notice, and for any reason whatsoever. API reserves complete and sole discretion with respect to the operation of the API Website. API may or may not routinely monitor content, but API reserves the right to monitor, restrict access to, edit or remove any content that is available via the API Website. Unless otherwise stated herein, API does not claim ownership of the content you place in the Communication Services or anywhere on the API Website and API shall have no obligation of any kind with respect to such content. Unless otherwise stated herein, any content you provide in connection with the API Website shall be deemed to be provided on a non-confidential and non-proprietary basis. API reserves the right to monitor your use of the API Website, and in accordance with APIs Privacy Statement, may freely use and disclose any information and materials received from you or collected through your use of the API Website for any lawful reason or purpose.

SUBMITTED DESIGN CONSIDERATIONS

The API Website allows clients to submit design considerations, functionality considerations, enhancement requests, ideas, concepts, comments, input, feed back, and the like (collectively referred to as "Submitted Considerations") for API products and services, such as changes in data entry, enhancements, calculations, value modification, text modification, changes in functionality, error messages, search methodology, reports, and the like, through the Clients Only Login - Client Information Center, Enhancement Request page. By using the API Website, you agree that: (a) your Submitted Considerations are non-confidential and non-proprietary; (b) your Submitted Considerations will automatically become the property of API and you assign all rights in all such Submitted Considerations to API without any expectation of compensation; (c) API has no obligation of any kind with respect to such Submitted Considerations; and (d) API can use, copy, develop, and distribute the Submitted Considerations for any purpose and in any way, without any payment to you.

UNSOLICITED IDEA SUBMISSION POLICY

Except as set forth in the Submitted Design Considerations section above, API and its employees, agents, and representatives on behalf of API, do not accept or consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new products or technologies, processes, materials, marketing plans or new product names. Please do not send any original creative artwork, samples, demos, or other works. The sole purpose of this policy is to avoid potential misunderstandings or disputes when APIs products or marketing strategies might seem similar to ideas submitted to API. Please do not send your unsolicited ideas to API or anyone at API. If, despite our request to not send us your ideas and work, you still send them, please understand that API makes no assurances that your ideas and work will be treated as confidential or proprietary, and the above terms will apply to your submission regardless of what your transmission states.

ACCOUNT AND PASSWORD

You are entirely responsible for maintaining the confidentiality of any password or account issued to you relating to the API Website. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify API immediately of any unauthorized use of your account. API will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by API or another party due to someone else using your account or password. You may not use anyone elses account at any time.

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless API, its officers, directors, agents, employees, and representatives from and against any claim or demand, including losses, expenses, damages, costs, and reasonable attorneys fees, made by any third party due to or arising out of any content you place on the API Website, your use of or connection to the API Website, your violation of these Terms of Use, or your violation of any rights of another.

DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

YOUR USE OF THE API WEBSITE IS AT YOUR OWN RISK. THE API WEBSITE, INCLUDING THE INFORMATION, GRAPHICS, SERVICES AND CONTENT, IS PROVIDED TO YOU ON AN "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS" BASIS. API DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. API MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS, QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE API WEBSITE. API MAKES NO WARRANTY OR REPRESENTATION THAT: (A) THE API WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (B) THE RESULTS THAT MAY OBTAINED FROM THE USE OF THE API WEBSITE WILL BE ACCURATE OR RELIABLE; (C) ANY ERRORS IN THE API WEBSITE WILL BE CORRECTED OR FIXED; OR (D) THE QUALITY OF ANY INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED FROM THE API WEBSITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. YOU ASSUME ALL RISK FROM ANY DAMAGE TO YOUR COMPUTING SYSTEM OR LOSS OF DATA RESULTING FROM USING THE API WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, API, ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, REPRESENTATIVES, WEBSITE OWNER AND PUBLISHER, IS NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONIC SUBMISSIONS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE API WEBSITE, EVEN IF API HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO: (A) THE USE OF OR INABILITY TO USE THE API WEBSITE; (B) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE API WEBSITE, INCLUDING, WITHOUT LIMITATION, UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSION OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (C) CONTENT OR INFORMATION YOU MAY OBTAIN, USE, MODIFY, OR DISTRIBUTE.

RESTRICTION AND TERMINATION OF ACCESS

API reserves the right to change, suspend or discontinue any aspect of the API Website at any time without notice or liability, including the availability of any API Website feature, database, or content. API also reserves the right to restrict and/or terminate your access to parts or all of the API Website without notice or liability.

CHANGES TO THESE TERMS OF USE

API reserves the right, in its sole discretion, to change, modify, add or remove these terms and conditions, in whole or in part, at any time, with or without notice, by posting new Terms of Use at this location. You are responsible for regularly reviewing these terms and conditions.

CONTACT INFORMATION

You can send e-mail to API with any questions relating to these Terms of Use at webmaster@apisoftwareinc.com.

GENERAL

Governing Law & Venue. Wisconsin law solely and exclusively governs any action related to the Terms of Use and/or your use of the API Website. Choice of law rules of any other state or federal jurisdiction will not apply to any dispute under these Terms of Use. Your use of the API Website hereby gives your consent to the personal and exclusive jurisdiction and venue of the courts located in the State of Wisconsin, United States of America, in all disputes arising out of or relating to the use of the API Website. Captions. The captions of the paragraphs in these Terms of Use are included only for your convenience and shall not affect the meaning, construction, or effect hereof. Entirety. These Terms of Use shall constitute all Terms of Use between you and API relating to the API Website, and no changes or modifications herein shall be effective unless in writing and signed by API. These Terms of Use supersede any prior or contemporaneous versions of the Terms of Use Survival. Rights and obligations under the Terms of Use which by their nature should survive will remain in full effect after termination or expiration of the Terms of Use. Waiver. Any express waiver or failure to exercise promptly any right under the Terms of Use will not create a continuing waiver or any expectation of non-enforcement. Severability. If any provision, clause or part of these Terms of Use, or the application of a provision, clause or part of these Terms of Use is held invalid, such provision, clause or part may be reduced in scope by the court to the extent it deems necessary to render it reasonable and enforceable. The remainder of these Terms and Use or the application of such provision, clause or part under other circumstances, shall not be affected. Relationship. You and API are separate and independent entities and no provision contained in these Terms of Use is intended to create any relationship between you and API other than that of independent contracting entities. You and API shall not be construed as an agent, employer, employee, partner, or representative of one another.