This agreement (“Agreement”) between you (“You” or the “Customer”) and Api Lads Inc. (the “Company” or “Api Lads”) governs your acquisition and use of the Company’s services (the “Services”).
By accepting this Agreement — either by checking a box on a sign-up form or by executing an order document that references it — you agree to be bound by it. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity.
The Privacy Policy is incorporated by reference into this Agreement.
1. Use of the services
Subject to the terms of this Agreement, the Company will make the Services available to you. As part of registration you will identify a username and password. The Company may monitor your use of the Services and may prohibit any use it believes to be in violation of this Agreement. The Company will provide standard technical support pursuant to this Agreement.
2. Proprietary rights
The Company owns all copyright and other intellectual property rights in the Services. You may not copy, modify, transmit, disclose, create derivative works from, or reverse engineer the Services. You retain ownership of your data, and grant us a royalty-free, non-exclusive, worldwide right to host, store, reproduce, and use the Customer Data as reasonably necessary to provide the Services.
3. Confidentiality
“Confidential Information” means business or technical information disclosed in confidence, excluding information that becomes generally available, was obtained from a third party with the right to disclose, or was developed independently. Each party will use the other’s Confidential Information only as necessary to perform the Agreement, and will not disclose it to third parties without consent.
4. Fees and payments
You will pay the Company all fees specified in the applicable order forms. Payment obligations are non-cancelable and fees paid are non-refundable except as otherwise stated. Payments are made by credit card unless otherwise agreed; we use Chargebee and Stripe for billing and never store raw card details. Late payments may accrue interest at 1.5% per month or the maximum permitted by law. You are responsible for taxes other than those based on the Company’s net income.
5. Term and termination
This Agreement remains in effect until expiration or termination of all order forms. Each order form has the term specified therein and renews automatically for additional periods unless either party gives 30 days’ notice. The Company may terminate access for breach of this Agreement; on termination, your right to use the Services ceases.
6. Representations and warranties
The Company will use reasonable efforts to provide the Services in accordance with this Agreement. Services may be temporarily unavailable for scheduled or emergency maintenance. The Company does not warrant that the Services will be uninterrupted or error-free, and disclaims all implied warranties (merchantability, fitness for a particular purpose, non-infringement) to the maximum extent permitted by law.
7. Indemnification
The Company will defend you against third-party claims that the Services infringe a third party’s intellectual property rights, subject to standard conditions (prompt notice, sole control of defense, reasonable assistance), and excluding claims arising from your modifications, combinations with other materials, or continued use after notification. You will defend the Company against third-party claims arising from your use of the Services in violation of this Agreement or applicable law.
8. Limitation of liability
To the fullest extent allowed by applicable law, in no event will the Company be liable for indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profits, lost goodwill, or service interruptions, even if advised of the possibility. The Company’s total liability for any cause whatsoever will be limited to the amount paid by you to the Company for the Services in the 12 months preceding the first incident giving rise to liability.
9. Data protection
The Company processes Personal Data in accordance with the Privacy Policy. Where required by applicable law, the Company will enter into a Data Processing Addendum on request.
10. Governing law
This Agreement is governed by the laws applicable to the Company’s state of incorporation, without regard to conflict-of-laws principles.
11. Assignment
You may not assign this Agreement without the Company’s prior written consent. The Company may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.
12. No agency
Nothing in this Agreement creates an agency, partnership, or joint venture between the parties.
13. Notice
Notices to the Company must be sent to team@shorten.rest. Notices to you may be sent to the email address on your account.
14. Entire agreement; amendment
This Agreement, together with any order form and the Privacy Policy, is the entire agreement between the parties and supersedes prior agreements on the subject. The Company may amend this Agreement on prior notice; continued use of the Services after the effective date constitutes acceptance.