Last updated: Oct 24, 2024
These Terms of Service (“Terms” or “Agreement”) is a binding contract between you (“you” or “your”) and aPriori Network, Inc. (“aPriori,” “we,” “our,” or “us”). These Terms govern your access and use of our website located at apr.io (“Site” including its subdomains), the Platform (defined below), the tools, applications, features, and software we offer, and such other services that we may offer from time to time (collectively, the “Services”).
By clicking on an “I Agree” button or checkbox presented with this Agreement, or, if earlier, by accessing or using our Services, you agree that you read, understand, and accept all of the terms and provisions contained in this Agreement and any materials expressly incorporated herein.
PLEASE BE AWARE THAT SECTION 18 OF THIS AGREEMENT CONTAINS TERMS AND PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND APRIORI. AMONG OTHER THINGS, SECTION 18 INCLUDES A WAIVER OF ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AND A MANDATORY ARBITRATION CLAUSE THAT GOVERNS RESOLUTION OF CERTAIN DISPUTES AND WAIVES YOUR RIGHT TO SUE IN COURT OR HAVE A TRIAL BY JURY OR ANY OTHER COURT PROCEEDINGS. **PLEASE READ SECTION 18 CAREFULLY.**
As used throughout this Agreement, the following terms have the following meanings:
We may make changes to this Agreement at any time by posting it to our Site and/or providing a copy to you (“Revised Agreement”). The Revised Agreement shall be effective and binding upon you and your use of the Services as of the time it is posted but will not retroactively apply. To the extent required or applicable, we may provide you with a prior notice of any such changes by, for instance, sending you an email, through the Services, or updating the “Last updated” date on the Revised Agreement. If you do not agree with the Revised Agreement, your sole and exclusive remedy is to terminate your use of the Services.
ELIGIBILITY
2.1 Who May Use The Services
You may use the Services if you are at least 18 years old, capable of forming a binding contract with aPriori in your respective jurisdiction, and not a Restricted Party as defined in Subsection 2.2 below. If you are accessing or using the Services on behalf of a legal entity or other organization, you agree to these Terms for that entity or organization and represent to aPriori that you have the power and authority to bind your legal entity or organization to these Terms.
2.2 Restricted Parties
You may not use the Services if: (a) you are barred from using the Services under the laws of any applicable jurisdiction; (b) you, any wallet software (“Wallet”) address you use in connection with the Services, or any person or entity controlling your organization is located in, or a citizen of, any state, country, territory or region that we do not offer the Services, including but not limited to Burma (Myanmar), Cuba, Iran, Sudan, Syria, the Western Balkans, Belarus, Côte d’Ivoire, Democratic Republic of the Congo, Iraq, Lebanon, Liberia, Libya, North Korea, certain sanctioned areas of Russia and Ukraine (including without limitation, the regions of Crimea, Donetsk, and Luhansk), Somalia, Venezuela, Yemen, Zimbabwe or where your use of the Services would be illegal or otherwise violate any applicable laws; or (c) you, any Wallet you use in connection with the Services, or any person or entity controlling your organization is listed on economic sanctions or trade embargoes lists including but not limited to the sanctions lists maintained or issued by the U.S. Office of Foreign Assets Control, the U.S. Department of Commerce, the United Nations Security Council, the European Union, and Her Majesty’s Treasury (each a “Restricted Party”).
INTELLECTUAL PROPERTY RIGHTS
3.1 aPriori Materials
The Services and its entire contents, features, and functionality including but not limited to all information, software, text, displays, images, video, and audio, the design, selection, and arrangement thereof, and the “look and feel” of the Services, except any open source software, are owned by aPriori (“aPriori Materials”), its licensors, or other providers of such material and are protected by applicable and/or international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
3.2 Limitations on Use
In connection with your use of the Services, you may use the aPriori Materials solely as authorized by us for as long as we permit you to continue accessing the Services. Without limiting the foregoing, you agree not to: (a) resell, lease, lend, share, distribute, or otherwise permit any third party to use the Site, Services, or aPriori Materials, or use the Site, Services, or aPriori Materials in any service bureau environment; (b) modify or create derivative works of the Site, Services, or aPriori Materials, or any portion thereof, or any data or information received by you in connection therewith; (c) frame, display, or incorporate the Site, Services, or aPriori Materials in any website or any other work of authorship; (d) decompile, disassemble, reverse engineer, or attempt to discover the source code of the Site, Services, or aPriori Materials; (e) use the Site, Services, or aPriori Materials to design, develop, or create any competing product or service; or (f) otherwise use the Site, Services, or aPriori Materials for any commercial or noncommercial purpose other than their intended purposes determined at aPriori discretion.
3.3 Rights We Grant You
We hereby permit you to use and access the Services, provided that you comply with these Terms. If any software, content, or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you a non-sublicensable, non-transferable, and non-exclusive right and license to execute, access, and display such software, content, and materials provided to you as part of the Services, in each case for the sole purpose of enabling you to use the Services as permitted by these Terms.
3.4 Reservation of Rights
If your use or access to the Services is in breach of these Terms, your right to access the Services will stop immediately and you must, at our sole option, return or destroy any copies of the materials that you made directly or indirectly from the Services. No right, title, or interest in or to the Services is transferred to you, and all rights not expressly granted are reserved by aPriori. You may freely use any open-sourced materials up to the limits provided, but in accordance with any requirements placed, by those materials’ open-source licenses. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other applicable laws.
3.5 Trademarks