In requesting Services from APJ Computing Solutions
You the client agree that:
- You and your agents shall conduct itself responsibly and in accordance with the laws, rules, and regulations that in the locations where the serviced is used.
- You and your agents will not infringe on the copyrights, trademarks, service marks, patents, or other intellectual property or personal rights held by any third party
- You and your agents acknowledge and agree that except for the express warranties provided in this agreement all warranties whether express or implied or statutory and all obligations and representations as to performance including all warranties that might arise from course of dealing or custom or trade and including all implied warranties of merchantability of fitness for a particular purpose are hereby expressly excluded and disclaimed by APJ Ltd.
- You acknowledge and agree that in no event shall APJ Ltd or its respective directors, officers, employees, technology partners, affiliates, or agents be liable for special, incidental, exemplary, consequential or indirect damages, or for the loss of anticipated profits to client, or its customers, or any other person under any provision of this agreement.
Your confidentiality:
APJ Ltd agrees:
- To hold the disclosing party's Confidential Information in strict confidence
- Not to disclose such Confidential Information to any third party
- Not to use the disclosing party's Confidential Information for any purpose other than to further this Agreement. APJ Ltd may disclose the other party's Confidential Information to its responsible employees with a bona fide need to know such information, but only to the extent necessary to carry out this Agreement. APJ Ltd agrees to instruct all such employees not to disclose such Confidential Information to third parties, including consultants, without the prior written permission of the disclosing party.
Exceptions
Notwithstanding the above confidentiality statement, Confidential Information will not include information that:
- is now, or hereafter becomes, through no act or failure to act on the part of APJ Ltd, generally known or available to the public
- Was acquired by APJ Ltd before receiving such information from the disclosing party and without restriction as to use or disclosure
- Is hereafter rightfully furnished to APJ Ltd by a third party, without restriction as to use or disclosure
- Is information that APJ Ltd can document was independently developed by itself without use of the disclosing party's Confidential Information
- Is required to be disclosed by law, provided that APJ Ltd uses reasonable efforts to give the disclosing party reasonable notice of such required disclosure and to limit the scope of material disclosed
- Is disclosed with the prior written consent from you the client.
- On the your request APJ Ltd will promptly return to you all tangible items containing or consisting your confidential information.
- Injunctive Relief. Each party acknowledges that all of the disclosing party's
confidential information is owned solely by the disclosing party (or its licensors) and that the unauthorised disclosure or use of such confidential information would cause irreparable harm and significant injury to the disclosing party, the degree of which may be difficult to ascertain. Accordingly, each party agrees that the disclosing party will have the right to obtain an immediate injunction enjoining any breach of this section.
Acceptable Use Policy:
During the period that APJ Ltd provides Services Client shall not distribute on the Web service or over the system any content that:
- violates intellectual property rights of any third party or any rights of publicity or privacy
- violates any law statute, statute ordinance or regulation, including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination, unsolicited e-mail (known as "spam"), postings that violate Usenet newsgroup charters or false advertising
- is defamatory, trade libellous, unlawfully threatening or unlawfully harassing
- contains any viruses, trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere, surreptitiously intercept or expropriate any system, data or personal information
- any activities deemed to interfere or be disruptive to APJ Ltd systems or the systems of its clients or deemed by APJ Ltd not be of the general profile of database hosting.
Any alleged or actual violation of the above may result in immediate termination of services.
Limited Performance Warranty:
APJ Ltd warrants that it will perform its services in a competent and workmanlike manner and to ensure the technological aspects operate substantially according to the agreed to specifications. APJ Ltd does not warrant that it will be able to correct all reported defects or that services will be error free. APJ Ltd makes no warranty regarding features or services provided by third parties."
Indemnification:
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The Client will defend, indemnify, and hold harmless APJ Ltd, and their respective directors, officers, technology partners, employees, affiliates, and agents from all claims, actions, losses, liability, damages, costs, and expenses (including reasonable solicitors fees and expenses) arising from any provision or claim of this Agreement. Without limiting the generality of the above, You agree to indemnify and hold harmless APJ Ltd against liabilities arising from the following:
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The products or services provided by Client in connection with APJ Ltd
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Any actual or alleged defamatory or illegal material provided by you or your
agents for placement on APJ Ltd's servers.
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Any material provided by you or your agents on, or in connection with APJ Ltd, that actually or allegedly infringes on the intellectual property or personal rights of a third party
Both party agrees to:
Promptly notify the other party in writing of any indemnifiable claim and give the other party the opportunity to defend or negotiate a settlement of any such claim at the party's sole expense
Co-operate fully with the other party in defending or settling such claim; APJ Ltd reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification as explained below.
Excuse:
Client agrees that APJ Ltd shall not be liable for damages of any kind arising from Acts of God or any condition beyond its control.
Assignment:
This Agreement will bind and inure to the benefit of each party's permitted successor and assigns only if written notice of assignment is given to the non assigning party.
Modifications to this Agreement:
This Agreement may be modified only in writing executed by both parties, provided that upon execution of additional Insertion Orders, the terms of the Services Agreement remain in full effect.
