WithoutWire Service Agreement

Terms of Service

Last updated: August 18, 2016

Thank you for using WithoutWire! These terms of service (the “Terms”) govern your access to and use of WithoutWire (Appolis Inc. dba “WithoutWire Inventory Sciences”, “we”, or “our”) websites and software applications (the “Software”) and services (collectively with the Software, the “Services”), so please carefully read them before using the Services.

By using the Services you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these terms. In that case, “you” and “your” will refer to that organization.

You may use the Services only in compliance with these Terms. You may use the Services only if you have the power to form a contract with Appolis and are not barred under any applicable laws from doing so. The Services may continue to change over time as we refine and add more features. We may stop, suspend, or modify the Services at any time without prior notice to you. We may also remove any content from our Services at our discretion.

WithoutWire is Available “AS-IS”

THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS”, AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Appolis will have no responsibility for any harm to your computer system or handheld devices, loss or corruption of data, or other harm that results from your access to or use of the Services or Software.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL APPOLIS, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT APPOLIS HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES MORE THAN THE GREATER OF $20 OR THE AMOUNTS PAID BY YOU TO APPOLIS FOR THE PAST THREE MONTHS OF THE SERVICES IN QUESTION.

Some states do not allow the types of limitations in these two paragraphs, so they may not apply to you.

Your Content

By using our Services you provide us with information and files (“your content”) that you submit to Appolis via the website or the software applications. You retain full ownership of your content; we in no way claim ownership of any of your content. These Terms do not grant us any rights to your content or intellectual property except for the limited rights that are needed to run the Services, as explained below.

By submitting your content to Appolis, you grant us the right to store it on our servers and to copy parts of your content to servers operated by third parties (e.g. Hosting provider who we use for backup and hosting) solely for the purpose of providing the Services. In all cases except the one described below, the data that is copied outside our servers is stored in a private location that cannot be accessed except by the Services themselves.

Your Responsibilities

The content you submit to Appolis may be protected by intellectual property rights of others. Do not submit content to Appolis unless you have the legal right to do so. You, not Appolis, will be fully responsible and liable for any legal consequences derived from misuse of content you do not have the rights to while using the Services.

You, and not Appolis, are responsible for maintaining and protecting original copies of the content you submit to Appolis. Appolis will not be liable for any loss or corruption of your content, or for any costs or expenses associated with backing up or restoring any of your content.

If your contact information, or other information related to your account changes, you must notify us promptly and keep your information current. The Services are not intended for use by you if you are under 13 years of age. By agreeing to these Terms, you are representing to us that you are over 13.

Your Account Security

You are responsible for safeguarding the password that you use to access the Services and you agree not to disclose your password to any third party. By using the Services, you also warrant that you are accessing them from devices that are secure and are free from malicious software that could cause your password to be transmitted to a third party (e.g. keyloggers, spyware, etc). Put simply, you should only access the services from computers or handheld devices that you own and can guarantee have not been compromised; it is your responsibility to ensure that you access the Services only from secure devices.

You are responsible for any activity using your account, whether or not you authorized that activity. You should immediately notify us of any unauthorized use of your account. In particular, if the email account associated with your account is compromised, it could be used to gain access to your Appolis account, and it is your responsibility to notify us and change your password to prevent any unauthorized access of your Appolis account.

Appolis Property & Feedback

These terms do not grant you any right, title, or interest in the Services, Software, or the content in the Services. While we appreciate it when users send us feedback, please be aware that we may use any feedback, comments, or suggestions you send us without any obligation to you. The Software and other technology we use to provide the Services are protected by copyright, and other laws of both the United States and foreign countries. These Terms do not grant you any rights to use the Appolis logos, domain names, or other brand features.

Termination

Though we’d prefer to have you continue to use Appolis, you can stop using our Services any time. We reserve the right to suspend or end the Services at any time, with or without cause, and with or without notice. For example, we may suspend or terminate your use if you are not complying with these Terms, or use the Services in any way that would cause us legal liability or disrupt others’ use of the Services. If we suspend or terminate your use, we will try to let you know in advance and help you retrieve data, though there may be some cases (for example, repeatedly or flagrantly violating these Terms, a court order, or danger to other users) where we may suspend immediately.

Miscellaneous Legal Terms

THESE TERMS AND THE USE OF THE SERVICES AND SOFTWARE WILL BE GOVERNED BY MINNESOTA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES OR SOFTWARE MUST BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF MINNESOTA, AND BOTH PARTIES CONSENT TO VENUE AND PERSONAL JURISDICTION THERE. These Terms constitute the entire and exclusive agreement between you and Appolis with respect to the Services, and supersede and replace any other agreements, terms and conditions applicable to the Services. These Terms create no third party beneficiary rights. Appolis’ failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Terms, and any such attempt is void, but Appolis may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Appolis and you are not legal partners or agents; instead, our relationship is that of independent contractors.