Terms and Conditions of Use

Effective as of February 20, 2017

1. Legally Binding Agreement between You and Apen Designs

By accessing the Internet site located at apen-designs.com, including subdomains of apen-designs.com (collectively the “Site”), and/or using any services provided on the Site, you agree to the following Web Site Terms and Conditions of Use (the “Agreement” or “Terms of Use”). This Agreement sets forth the legally binding terms and conditions which are applicable to your use of Apen Designs’ services (hereafter the “Service”, or “Services”).

Please read the Terms of Use carefully before you start to use the Service. By starting using the Service or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, do not subscribe, register or use this Service.

This Service is offered and available to users who are 18 years of age or older. By using this Service, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, do not register with or use this Service.

2. Changes to the Terms of Use

These Terms of Use may be amended from time to time by Apen Designs, Inc. (“Company”, “We” or “us”) in its sole discretion. Company will post a notice on the Site any time these Terms of Use have been changed or otherwise updated. It is your responsibility to review these Terms of Use before using the Service, and to read them again whenever you receive notice that these Terms of Use have been updated. If at any time you find these Terms of Use unacceptable, you must immediately leave the Site and cease all use of the Service and the Site.

3. Description of Services

APEN Designs, Inc. provides a nextgen communication platform, which allows its users to create one-pagers, splash pages, squeeze pages, and similar digital marketing assets (the “Product”). APEN Designs, Inc. offers its users plans with different corresponding features. For more details on APEN Designs’ plans and features, please visit our Pricing page.

4. Limited License to use Services

If and when you access and/or use the above-described Services on the Site, the technology enabling you to do so is deemed under this Agreement to be licensed to you by the Company for your personal, non-commercial use only. You do not acquire any ownership interest in the Service under these Terms, or any other rights thereto other than to use the Service in accordance with the license granted, and subject to all terms, conditions and restrictions, under these Terms. Company and its licensors and service providers reserve and shall retain their entire right, title and interest in and to the Service, including all copyrights, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms.

4.1. Intellectual Property Rights

The Service and its entire contents, except user generated content, features and functionality including but not limited to all information, text, displays, images, video and audio, and the design, selection and arrangement thereof, are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

The Company name, the terms, the Company logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Service are the trademarks of their respective owners.

5. User Content

5.1. Content Uploaded to Apen Designs

You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, images, video, messages or other materials uploaded, posted, stored and/or shared online in connection with your use of the Services (“Content”), including its legality, reliability, accuracy and appropriateness. We are not responsible or liable for your Content; you are solely responsible for any Content that may be lost or unrecoverable through your use of the Services. You are encouraged to back up your Content regularly and frequently.
You hereby grant Company a limited license to use the Content you upload or otherwise make available to the Service for the purpose of enabling your use of the Service, and for the purpose of enabling the Service to provide you with its Product. By posting, uploading, displaying, transmitting, or otherwise distributing Content to the Site or Service, you are granting Company, its affiliates, officers, directors, employees, agents and representatives a worldwide, perpetual, royalty-free, non-exclusive license to host and use the Content in connection with and for the sole purpose of providing you the Service, including without limitation the right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, and reformat your Content. You will not be compensated for the Company’s use of your Content. By uploading Content to the Site or Service you warrant and represent that, in accordance with Section 5.4., you own the rights to the Content or are otherwise authorized to post, display, perform, transmit, or otherwise distribute your Content.

5.2. Confidential Material

You are responsible for your use of the Services, for any Content you post and/or share using the Services, and for any liability deriving from posting and/or sharing Content that violates the confidentiality or privacy interests, or makes unauthorized disclosure of proprietary business information or trade secrets, of any third party. The Content you submit, post, or display may be able to be viewed by other users of the Services and on third party services and websites where you have shared the Product. You should only provide Content that you are comfortable sharing with others under these Terms. We bear no responsibility for maintaining the confidentiality of confidential information entered into one-pagers, squeeze pages, splash pages or similar digital marketing assets by users, even if the information is designated as “private”, “unpublished”, or “confidential”. You are strictly and solely responsible for compliance with all relevant trade secret agreements, non-disclosure agreements, proprietary business agreements/procedures and/or design rights, laws concerning the international transfer of personally identifiable information, and any other legislation or agreement protecting the confidentiality of such information. Further, any questions, comments, suggestions, ideas, feedback, or other communication provided by you to Company (“Comments”) will not be treated as confidential by Company, and you hereby give Company permission to reproduce, display, edit, publish or otherwise use such Comments as Company deems appropriate, for any and all commercial and/or non-commercial use, at Company’s sole discretion.

5.3. Restricted Content

You shall not make the following types of Content available. You agree not to upload, download, display, perform, transmit, or otherwise distribute any Content that:

(a) contains any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable;

(b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation;

  1.  promotes sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
  2.  infringes any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person;
  3.  is likely to deceive any person;
  4.  promotes any illegal activity, or advocate, promote or assist any unlawful act.
  5.  causes annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
  6.  impersonates any person, or misrepresent your identity or affiliation with any person or organization.
  7.  gives the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Company reserves the right to terminate your receipt, transmission, or other distribution of any such material using the Service, and, if applicable, to delete any such material from its servers. Company intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms of Use or of any applicable laws.

5.4. Intellectual Property

You represent and warrant that the Content uploaded or otherwise delivered from you to the Service does not violate or infringe upon any common law or statutory rights of any third party, including without limitation, contractual rights, copyrights, trade secrets, patents, proprietary business information concerning processes and systems, and rights of privacy. You acknowledge and agree that no other persons, parties or entities has or have any right, title, or interest, including copyright, in or to your Content, or that in the event other persons do have such right, title or interest, that you are duly authorized to distribute their Content in connection with your use of the Service.

5.5. Third Party Content

We allow you to insert third party content, such as a company logo, into your digital marketing assets. Such third party content is subject to licensing terms separate and apart from the licensing terms that govern your use of the Service under this Agreement. For example, some license terms may limit the manner in which you are permitted to share said content with others, or may prohibit re-use altogether. You agree to review, and take sole responsibility for complying with, the license terms governing the use of third party content.

5.6. Third Party Services

We may offer the services of third parties to enhance the features of its Products. Your use of third party services will be subject to the licensing terms of third party service providers. You agree to review, and take sole responsibility for complying with the license terms governing the use of third party service providers.

5.7. DMCA

We respect the intellectual property rights of others. We will respond expeditiously to claims of copyright infringement using guidelines and procedures set forth in Section 512 of the Digital Millennium Copyright Act of 1998 (“DMCA”). If you see any material on the Site or in connection with the Service that in your good faith belief may infringe someone’s copyright, you may notify us by e-mailing us at support@apen-designs.com with the pertinent information for the assessment of the alleged infringement.

6. Prohibited Uses

Company imposes certain restrictions on your permissible use of the Site and the Service. Uploading any Content that violates the prohibitions in this section may result in the immediate revocation of your license for access to, and use of, the Service. You are prohibited from violating or attempting to violate any security features of the Site or Service, including, without limitation:

(a) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access;

(b) attempting to probe, scan, or test the vulnerability of the Service, the Site, or any associated system or network, or to breach security or authentication measures without proper authorization;

(c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Site or Service, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”;

(d) using the Site or Service to upload, host or transmit the following items, including, without limitation, unsolicited e-mail, SMS messages, worms, Trojan horses or code of a destructive nature, promotions or advertisements for products or services, beyond the scope of the Service;

(e) using the Site or Service in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries)

(f) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Service;

(g) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by Company in providing the Site or Service;

(h) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Site and Service;

(i) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Service or any features or functionality of the Service, to any third party for any reason, including by making the Service available on a network where it is capable of being accessed by more than one device at any time; or

(j) Otherwise attempt to interfere with the proper working of the Service.

Any violation of system or network security may subject you to civil and/or criminal liability.

7. Alleged Violations

Company reserves the right to revoke your license and terminate your use of the Service and/or the Site. To ensure that Company provides a high quality experience for you and for other users of the Site and the Service, you agree that Company or its representatives may access your account and activity on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Site or the Service. Company does not intend to disclose the existence or occurrence of such an investigation unless required by law, but Company reserves the right to terminate your account or your access to the Site immediately, with or without notice to you, and without liability to you, if Company believes that you have violated any of the Terms of Use, furnished Company with false or misleading information, or interfered with use of the Site or the Service by others. We have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Service. You waive and hold harmless the Company and its affiliates, licensees and service providers from any claims resulting from any action taken by any of the foregoing parties during or as a result of its investigations and from any actions taken as a consequence of investigations by either such parties or law enforcement authorities.

8. Indemnification

You hereby agree to indemnify and hold harmless Company, its assignees, and/or successors in interest from and against any and all claims, damages, liabilities, costs and expenses, including legal expenses and reasonable counsel fees, arising out of any breach or alleged breach of your warrant, representation or agreement, express or implied, made by you herein, which results in a judgment by a court of competent jurisdiction.

9. Disclaimer of Warranties

COMPANY HEREBY DISCLAIMS ALL WARRANTIES. COMPANY IS MAKING THE SITE AVAILABLE “AS IS” WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SITE OR THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SITE OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, VIRUS OR ERROR-FREE, OR THAT DATA DISPLAYED BY THE SERVICES WILL BE ACCURATE OR RELIABLE.

WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICE OR SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THEM, OR ON ANY SITE LINKED TO IT.

10. Limitation on Liability

COMPANY’S LIABILITY TO YOU IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST OR COMPROMISED DATA, LOST PROFITS OR REVENUE DUE TO SERVICE INTERRUPTION OR COMPUTER FAILURE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE OR SERVICES OF COMPANY. YOU HEREBY AGREE THAT COMPANY’S LIABILITY TO YOU WILL NOT EXCEED ANY FEES PAID BY YOU TO COMPANY FOR THE SERVICE. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action.

11. User Responsibilities

You will ensure the email address provided in your account registration is valid at all times, and you will keep your contact information accurate and up-to-date. You will not transfer your account to anyone without first getting express written permission from us.
In addition to the prohibited uses outlined in Sections 5 and 6, you will also not use the Site or Services for any unlawful purposes or to conduct any unlawful activity, including but not limited to, fraud, embezzlement, money laundering, and any other activity prohibited by law or these Terms of Use.
You will not use the Site or Services if you are located in a country where such use is prohibited by the applicable law. You will not use the Site or Services to impersonate another person. You agree to maintain the confidentiality of your account, id’s, conference codes, passwords and personal identification numbers used in conjunction with the Service and to notify us immediately of any unauthorized use of your account or any other breach of security.

12. Term of the Agreement, Fees and Invoicing

You may agree to a one (1) month, contract agreement with us on recurring billing basis. Unless otherwise specified herein, all charges associated with your access to and use of the Service are due in full upon commencement of your subscription term. If you fail to pay your subscription charges or charges for other services indicated in these Terms within five (10) business days of our notice to you that payment is due, or if you do not update relevant payment information upon our request, in addition to other remedies, we may suspend or terminate access to and use of such Service by you.
You may upgrade or downgrade your service agreement to any other contract agreement that we are currently offering for sale at any time during your contract term. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused. In case you use recurring billing at the end of the contract term, your contract will automatically renew for an additional contract term until explicitly cancelled by you. Cancellation must be effected at least five (5) business days prior to the end of the contract term.

Unless otherwise stated, our charges do not include any taxes, levies, duties or similar governmental assessments, including, but not limited to taxes assessable by any local, state, provincial or foreign jurisdiction. You are responsible for paying such Taxes except those charged against the Company based on its income.

All bank and transaction fees associated with the payment for the Service, including, but not limited to services of a correspondent bank or transferring money, shall be paid by you.

If you pay by credit card or certain other payment instruments, the Service provides an interface for the account owner to change credit card information. You hereby authorize the Company or any payment agent hired by Company to bill your credit card or other payment instrument in advance on a periodic basis in accordance with the terms of the Plan for the Service until you terminate your subscription to the Service. You agree to promptly update your account information with any changes that may occur. In any case, any payment agent hired by the Company will not be permitted to store, retain or use your billing information except to process your credit card information.

No refunds for any fees or payments will be provided to you if you choose to terminate your subscription to the Service or cancel your account prior to the end of your effective subscription term.

13. Cancelation and Termination

Services may be terminated by us, without cause, at any time.
Services may be terminated by you, without cause, by following the cancellation procedures set forth in this Section.
We may terminate Services at any time, without penalty, obligation to refund and without notice, if you fail to comply with any of the terms of this Agreement or the intellectual property protections applicable to these Services.
Notice of termination of Services by us may be sent to the contact e-mail associated with your account. Upon termination, we will delete all data, files, or other information that is stored in your account and it’s in your responsibility to retrieve and back up all account contents before termination.
Upon cancellation, whether voluntary by you, or for reason of non-payment we may at its sole discretion delete all data, files, or other information that is stored in your account and it’s in your responsibility to retrieve and back up all account contents before termination.

14. Links and Affiliated Sites

Company has no control over, and no liability for any third party websites or materials. Company works with a number of partners and affiliates whose Internet sites may be linked with or from the Site. Because neither Company nor the Site has control over the content and performance of these partner and affiliate sites, Company makes no guarantees about the accuracy, currency, content, or quality of the information provided by such sites, and Company assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those sites. Similarly, from time to time in connection with your use of the Site, you may have access to content items (including, but not limited to, websites) that are owned by third parties. You acknowledge and agree that Company makes no guarantees about, and assumes no responsibility for, the accuracy, currency, content, or quality of this third party content, and that, unless expressly provided otherwise, these Terms of Use shall govern your use of any and all third party content.

15. Governing Law

All matters relating to the Service and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule.

Any legal suit, action or proceeding arising out of, or related to, these Terms and Conditions of Use or the Service shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

16. Severability; Waiver; Assignment

If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms of Use to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of these Terms of Use shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. We may assign or delegate some or all of its rights and obligations under this Agreement. You may not assign these Terms or any part of them, nor transfer or sub-license your rights under these Terms, to any third party.

17. Modifications and Amendments

Company may, in its sole discretion and without prior notice, (a) revise these Terms of Use; (b) modify the Site and/or the Service; and (c) discontinue the Site and/or Service at any time. Company shall post any revision to these Terms of Use to the Site, and the revision shall be effective immediately on such posting. You agree to review these Terms of Use and other online policies posted on the Site periodically to be aware of any revisions. You agree that, by continuing to use or access the Site following notice of any revision, you shall abide by any such revision.

18. Relationship of the Parties

These Terms are not an agency, partnership, joint venture, employment or other such business arrangement. You may not act as agent for, or on behalf of, the Company, or to represent the Company, or bind the Company in any manner.

19. Contact Us

If you have any questions about these Terms and Conditions of Use, please contact us at: support@apen-designs.com.