Terms and Conditions

TheseTerms and Conditions (the “Terms”) constitute an agreement between Aplus LabsUSA, Inc., a division of Aplus Capital Holdings, LLC. (“Aplus Cap”), and you. By clicking the“I Accept” button or by creating an account, signing in via a web browser ormobile app or otherwise or accessing and/or using all or a portion of theServices (defined below), you acknowledge and agree that you have read andunderstand the Terms, that the provisions, disclosures and disclaimers setforth in the Terms are fair and reasonable and that your agreement to followand be bound by these terms and conditions is voluntary and not the result offraud, duress or undue influence exercised upon you by any person or entity. Ifthe Terms are considered an offer by you, Aplus Labs acceptance is expresslylimited to these terms. Written approval is not a prerequisite to the validityor enforceability of the Terms.Forpurpose of the Terms:·       “Services” means the services arising from and the content madeavailable through access to and use of the one or more of Aplus Labs’s websites, including but not limited to www.apluslabs.com and apluslabs.us(collectively, the “Site”).·       “Software” means (i) the server, platform and applicationsoftware hosted by or on behalf of Aplus Labs underlying and used to deliverthe Services, (ii) all server, platform and application software of thirdparties used to host, support or connect the software referred to in subsection(i) and accessible by you as part of the Services, and (iii) all underlyingalgorithms, user interfaces and network and database designs and schemas,architecture, class libraries and objects, the unique expressions of theselection, organization and presentation of user visible functions, alltemplates and the methods of presenting information, all updates, upgrades,patches, maintenance releases and bug fixes and all documentation relating toany of the foregoing, whether in read only memory, on any other media or in anyother form.Ifyour use of the Services includes the registration by you of individuals inaddition to yourself (“Other Registrants”) you hereby represent and warrantthat you have the authority to bind such Other Registrants to the Terms. Byregistering, you further represent and warrant to Aplus Labs that allregistration information you submit is truthful and accurate, and that you willupdate such information as and when necessary to keep it accurate and up todate. In addition, you agree that each use of the term “you” in the Terms willinclude you and each of such Other Registrants and that you shall beresponsible for ensuring that each such Other Registrant complies with theTerms. If you are acting on behalf of an entity, you hereby represent andwarrant that you have the authority to bind such entity and that you and eachof the Other Registrants is an employee of such entity. You agree further thateach use of the term “you” in the Terms shall refer to such entity.Thedefinition of “Terms” shall include any terms describing additional obligationsor restrictions accompanying your order of the Services, including, withoutlimitation, any payment obligations, specified Service period and usagerestrictions. If you are deemed to have ordered the Services, Aplus Labs’sacceptance is expressly conditional on your assent to the Terms to theexclusion of all other terms. Notwithstanding anything to the contrarycontained in these Terms, if you have executed a separate written agreementwith Aplus Labs that governs access to or use of the Services, then the termsof such agreement and not these Terms shall govern and control. If the Termsare considered an offer by you, Aplus Labs’s acceptance is expressly limited tothe Terms.TheTerms contain warranty disclaimers and other provisions that limit Aplus Labs’sliability to you. Please read the Terms carefully and in their entirety. If youdo not agree to be bound to each and every term and condition set forth herein,please do not use or access the Services.Byusing the Services, you hereby grant Aplus Labs permission to send you messagesregarding the Services, its features, service alerts, and network activity.AplusLabs reserves the right to modify the Terms from time to time with or withoutnotice, and Aplus Labs will post the modified Terms at www.dragoninnovation.comor other interfaces through which you have ordered the Services. Youacknowledge and agree that it is your responsibility to review the Termsperiodically to familiarize yourself with any modifications. With respect tosuch modified Terms, Aplus Labs may, at its sole discretion, require you toexecute a “click accept” agreement incorporated into or as a condition ofaccessing Services after initial delivery. Even without such “click accept”agreement, your continued use of the Services after such modifications will constituteyour acknowledgement and agreement of the modified Terms.Ifyou do not agree to any changes in the Terms as they may occur, your continuedright to access and use such Services shall immediately terminate and you agreethat you shall discontinue your use of the Services. You agree that Aplus Labsis not liable to you or to any third party for any modification of the Terms ortermination of your access to the Services except as specifically set forthherein.AGE RESTRICTIONTheServices are intended for persons eighteen (18) years or older. Persons underthe age of eighteen (18) should not access or use the Services. By using theServices, you represent and warrant to us that you are eighteen (18) years ofage or older and that your use of the Services does not violate any applicablelaw.YOUR LICENSE TO THE SERVICES; DURATIONTheTerms shall be effective as of the date you accept them or first access or usethe Services (the “Effective Date”) and shall remain in effect until theServices are terminated in accordance with these Terms. Aplus Labs shall havethe right to terminate the Terms at any time with or without cause. Upontermination of the Terms, you shall no longer be permitted to use or access theServices. The terms herein that contemplate obligations after termination,including but not limited to Indemnification, Disclaimer, Limitation ofLiability, Controlling Law and Severability, and Confidentiality, shall survivetermination.Duringthe term of the Terms and subject to the Terms, Aplus Labs hereby grants you anon-exclusive, non-transferable, non-sublicensable, revocable right for you toaccess and use the Services in conjunction with your internal business purposesonly and in accordance with Aplus Labs’s applicable documentation. Foravoidance of doubt, such right shall automatically terminate upon thetermination of the Terms. You may not rent, lease, sell, redistribute,sublicense or assign access to or use of the Services; provided that if youhave registered Other Registrants as permitted herein, the foregoing accessrights include the right for you to grant the right to access and use theServices to such Other Registrants for your internal business purposes only.Youare responsible for obtaining and maintaining all of the hardware, software,Internet access, and other products and services that you may need to use theServices. You are responsible for protecting and safeguarding any keys,certificates, passwords, access codes, user IDs or other login information(collectively, “Passwords ”) that are provided to you or that are generated inconnection with your use of the Services. You are fully and solely responsiblefor all activities that occur on the Service under your Passwords.Youagree that the access you have been granted prohibits you from using theServices for any illegal or unauthorized purpose. You will make everyreasonable effort to prevent unauthorized third parties from accessing theServices. You represent and warrant that you will not breach the security ofthe Software or Services or attempt to gain unauthorized access to or interferewith operation of the Software or Services or with any other person’s use ofthe Services. You agree not use the Services in excess of or beyond the maximumnumber of registered users and/or devices for which you have been registered.If you are an employer, you will not attempt to circumvent such limitation bypermitting your employees or agents to share the same account regardless of whethersuch sharing occurs at different times. For clarity, and by way of example, ifyou are an employer you will not allow one of your employees to login withname1/password2 in the morning and then later in the same day, allow adifferent employee to login with the same name1/password2.TheServices contain third party technology which includes but is not limited toopen source software (the “Open Source Software”). You will be responsible forcomplying with any separate terms provided by Aplus Labs or third partiesapplicable to your access to the Open Source Software that govern your use ofsuch Open Source Software.YOUR CONTENT OWNERSHIP; RESPONSIBILITY AND RETENTIONYoumaintain ownership of and responsibility for the following while using theServices: (1) the files, designs, models, data sets, images, documents,scripts, codes or similar material or information submitted, transmitted, orstored by you in connection with your use of the Services, and (2) the outputgenerated by the Service to the extent it is unique to you (collectively, the“Content”). By creating, submitting or transmitting to, posting or otherwisemaking the Content available to Aplus Labs and/or others (you acknowledge andagree that by setting your pages to be viewed publicly or by other users orOther Registrants (“Other Users”), you agree to allow the public or such OtherUsers to view your Content), you acknowledge and agree that (1) you have soleresponsibility for the accuracy, quality, integrity, legality, reliability, andappropriateness of the Content, (2) you will evaluate and bear all risksassociated with the Content, and (3) under no circumstances will Dragon and/orits affiliates, agents and licensors and each of their respective officers,directors, and employees be liable in any way for the Content as you transmitor otherwise use it, including but not limited to any errors or omissions.AplusLabs will not access the Content that you have not made publicly accessibleexcept (1) as part of providing, maintaining, securing or modifying theServices for you and/or Other Users you identify, (2) via automated toolsintended to address or prevent a service, support or technical issue, (3) inresponse to your account settings to enable Other Users identified by you toaccess the Content or at your request or with your consent given to Aplus Labstechnical support team and/or other personnel as part of addressing orpreventing a service, support or technical issue, (4) in connection with legalobligations or proceedings as described below, or (5) as otherwise described inAplus Labs’s Privacy Policy. If you elect to connect the Services with otherthird-party sites and/or services (each, a “Third Party Account”) youacknowledge and agree that Aplus Labs will share certain Content as instructedby you and as further stated in the Privacy Policy.WhileAplus Labs will use commercially reasonable efforts to provide you withcontinuous access to the Services and will allow you to print out as a pdf the AplusLabs Templates (defined below) containing your Content as it is incorporatedinto the output of the services, Aplus Labs does not make the Content or suchoutput available to you following the termination of your subscription or forexport during or after the termination of your subscription. Moreover, AplusLabs does not guarantee the continued security of the Content. You areencouraged to practice effective and secure content retention.TheServices may enable you to specify the level at which access to and usabilityof the Content is permitted by Other Users and/or to designate the manner inwhich the Content may be reviewed, such as ‘read-only’ or ‘edit’. You aresolely responsible for establishing the appropriate level of permissions to theContent.TheContent may be processed and stored within the geographic limits of the UnitedStates of America or in other jurisdictions outside the United States. Upon orpromptly after the termination of your Aplus Labs account, the Content may nolonger be stored on Aplus Labs’s systems; provided that if it is retained by AplusLabs, it will be retained in compliance with the Terms.Youare responsible for all Content. You represent that you have already paid, andyou will be solely responsible for paying (to the extent any later become due)all royalties, fees, and any other monies owing to any person by reason of anyContent. You agree that you may not impersonate any other person through theuse of the Services. You further agree that you may not upload, transmit,submit or otherwise use the Services to disseminate:·       Content that is obscene, defamatory, threatening, fraudulent,invasive of Aplus Labs’s or another person’s or entity’s rights, including butnot limited to privacy rights, or that is otherwise unlawful;·       Content that infringes the intellectual property rights of AplusLabs or any other person or entity;·       Content that contains any computer viruses or any other codedesigned to disrupt, damage, or limit the functioning of any computer softwareor hardware; or·       unwanted email, junk email, bulk email, promotions, spam orcontent that includes any advertising.Byuploading, transmitting, submitting or otherwise using the Services, you grant AplusLabs the right to remove any Content that in Aplus Labs’s sole judgment doesnot comply with the Terms or is otherwise objectionable. You also grant AplusLabs the perpetual right to use the Content to improve service quality, toperform internal audits, and to develop, validate, evaluate and improve testprotocols, performance benchmarks, algorithms, metrics, scoring systems,predictive models and decision support tools.Uponnotice to you, Aplus Labs shall have the right to publish testimonials based onfeedback or statements provided by you. Aplus Labs shall have the right toinclude your name in such testimonials, and Aplus Labs may publish and permitthe publication of such testimonials on websites and in marketing materials.Youagree not to use any automated means to access the Services or collect anyinformation from the Services (including, without limitation, robots, spiders,or scripts); or frame the Services, utilize framing techniques to enclose anyservice mark, logo, or other proprietary information, place pop-up windows overits pages, or otherwise affect its display. This means, among other activities,that you must not engage in the practices of "screen scraping,""database scraping," or any other activity with the purpose ofobtaining lists of users or other information.APLUS LABS INTELLECTUAL PROPERTY RIGHTSTheSoftware, all reports and data templates and methods of presenting dataavailable through the Services (the “Aplus Labs Templates”), all data orinformation generated by Aplus Labs as part of the Services to the extent it isnot unique to you or does not contain the Content provided by you (the “AplusLabs Information”), all processes, analyses and methodologies, know-how, andtrade secrets used by Aplus Labs in performing the Services, delivered by AplusLabs as part of the Services or made available to you by Aplus Labs as part ofthe Services (other than the data and information generated by Aplus Labs aspart of the Services to the extent it is unique to you or contains the Contentprovided by you ) and any related Intellectual Property rights throughout theworld and all corrections, fixes, modifications, enhancements, updates,upgrades, configurations and customizations thereto and derivative worksthereof developed solely by Aplus Labs, or by or with the input of anotherparty (the “Aplus Labs Intellectual Property”) are protected by United Statescopyright and other intellectual property laws, belong to Dragon and may not beused or reproduced by you without the express written permission of Aplus Labs;provided that, Aplus Labs hereby grants to you a perpetual, non-exclusive,non-transferable, royalty-free, limited license to: (a) use the Aplus LabsTemplates, if any, required for you to review and implement the Content in astatic state (e.g. printed or electronic copy form) but not a continued rightto use the services, and (b) use Aplus Labs Information with which the data andinformation generated by Aplus Labs as part of the Services to the extent it isunique to you or contains the Content provided by you is incorporated solely inconnection with the use of such data and information and the Aplus LabsInformation for your internal business purposes only and or no other purposesubject to these Terms. Aplus Labs hereby reserves any and all intellectualproperty rights in the Software and Services and the Information subject toyour rights to the Content.Youagree that, except as specifically permitted in these Terms, you will not: (a)alter, modify, adapt, reverse engineer, decompile, disassemble or hack theSoftware or Services, or create derivative works from the Software or Servicesor Aplus Labs Intellectual Property (excluding the Open Source Software); (b)license, share, resell, sell, provide for service bureau use, or otherwisetransfer the Software or Services or Aplus Labs Intellectual Property or accessto such Software, Services or Aplus Labs Intellectual Property to any thirdparty; (c) reverse engineer, decompile, disassemble, or otherwise attempt toderive the source code for the Software or Services; (d) remove or alter anycopyright notices or other notices included in the Software or Services or AplusLabs Intellectual Property; (e) access or use the Services to offer, build orsupport, or assist a third party in offering, building or supporting, productsor services competitive with Aplus Labs; (f) perform or disclose any benchmarkor performance tests of the Services without Aplus Labs’s prior writtenconsent; or (g) perform or disclose any of the following security testactivities related to the Services or associated infrastructure without AplusLabs’s prior written consent: network discovery, port and serviceidentification, vulnerability scanning, password cracking, remote accesstesting or penetration testing.Youagree that all of your suggestions and feedback regarding the Services will beincluded in the definition of Services, and you hereby assign all of therights, title and interest in such suggestions and feedback to Aplus Labs. The“APLUS LABS” mark and other Aplus Labs graphics, logos, designs, page headers,button icons, scripts and service names are trademarks in the United States andother countries. Aplus Labs’s trademarks and trade dress, as well as thirdparty trademarks, logos and service marks used in conjunction with the Softwareor Services, may not be used in connection with any product or service in anymanner that is likely to cause confusion and may not be copied, imitated, orused, in whole or in part, without the prior written permission of Aplus Labs.PRIVACY AND SECURITYAplusLabs will comply with applicable data breach laws in the United States ofAmerica. Aplus Labs and any subcontractors to whom Content is provided shallmaintain a data security program conforming to the applicable law, which shallinclude reasonable and appropriate technical, organizational and securitymeasures against the destruction, loss, unauthorized access or alteration ofContent in the possession of Aplus Labs or its subcontractors during yoursubscription period, and which shall be (i) no less rigorous than thosemaintained by Aplus Labs for its own information of a similar nature, and (ii)no less rigorous than the security standards conforming to the applicable law.Youruse of the Services is subject to your acceptance of the terms and conditionsset forth in Aplus Labs’s Privacy Policy, the terms of which are herebyincorporated herein, and which can be found at www.dragoninnovation.com (the“Privacy Policy”). The terms and conditions set forth in the Privacy Policy maybe changed by Aplus Labs in its sole discretion and those changes becomeeffective upon posting. It is your responsibility to review the Privacy Policyfor revisions thereto.MANUFACTURING ADVICE DISCLAIMERYouagree that all estimates of costs, lists of materials, advice on thereliability of factories or contractors, and any other recommendations andopinions Aplus Labs provides as part of the Software and Services are made onthe basis of its experience and professional judgment, and such estimates,advice and recommendations do not constitute a guaranty and you agree toundertake your own due diligence to confirm such.Yourepresent and warrant that you fully understand and acknowledge that theSoftware and Services are:·       intended to deliver noncritical, non-urgent, non-emergencyadvice, information and recommendations;·       dependent on the quality and quantity of information you provideto Aplus Labs (which means that if the information you provide is inaccurate,incomplete or misleading, the output you obtain from the Software and Serviceswill not be accurate or useful to you; and·       dependent upon a number of factors outside the control of AplusLabs, including but not limited to, the operation of third party productionfacilities and pricing and third party provided processes, hardware, softwareand network services.THIRD PARTY LINKS, PAYMENTSTheServices may, from time to time, contain embedded access and links to thirdparty web services and web sites including but not limited to embedded accessto third party payment applications. This access and these links are provided solelyas a convenience to you and not as a guarantee, warranty, or recommendation by AplusLabs of the security, services, information, content and/or data on such thirdparty web services or sites or as an indication of any affiliation, sponsorshipor endorsement of such third party web sites. Aplus Labs is not responsible forthe content of linked third party web sites or embedded services you access anddoes not make any representations or warranties regarding the privacy practicesof, or the content or accuracy of materials on or available through, such thirdparty services and websites. If you decide to access linked third-party websites or use embedded third party services, you do so at your own risk. Youruse of third-party websites and embedded services is subject to the terms ofuse for such sites and services, respectively.DISCLAIMER OF REPRESENTATIONS AND WARRANTIES;LIMITATION OF LIABILITIESTHESERVICES ARE PROVIDED ON AN "AS IS,” “AS-AVAILABLE” BASIS.DRAONINNOVATION MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TOTHE SERVICES. APLUS LABS ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORSOR OMISSIONS IN PROVIDING THE SERVICES OR ANY LOSSES OR DAMAGES ARISING FROMTHE USE OF THE SERVICES. APLUS LABS IS NOT RESPONSIBLE FOR ANOTHER’S MISUSE ORMISAPPROPRIATION OF ANY CONTENT YOU UPLOAD, TRANSMIT OR DISSEMINATE THROUGH THEUSE OF THE SERVICES.THEINFORMATION THROUGH THE SERVICES IS GENERAL AND MAY NOT BE SUITABLE FOR YOURPARTICULAR NEEDS. YOU SHOULD VERIFY CRITICAL INFORMATION BEFORE TAKING ACTIONWITH RESPECT TO THE CONTENT GENERATED BY THE SERVICES.APLUSLABS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES RELATING TO THESERVICES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESSFOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AUTHENTICITY, TITLE ANDNON-INFRINGEMENT, THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION ORERRORS IN FUNCTIONING, THAT ANY UPDATE WILL CONTINUE TO BE MADE AVAILABLE, THATDEFECTS IN THE SERVICES WILL BE CORRECTED, OR THAT THE SERVICES WILL BECOMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTYSERVICES. THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE,UPDATES, OR SYSTEM OR NETWORK FAILURES. APLUS LABS DISCLAIMS ALL LIABILITY FORDAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, APLUSLABS DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS,OR POOR USE CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE EQUIPMENT,DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, CELLULAR SERVICE PROVIDERS,CELLULAR NETWORK OPERATORS, TO THE SATURATION OF THE INTERNET NETWORK AND FORANY OTHER REASON.YOUACKNOWLEDGE THAT THE SERVICES RELY UPON DATA COMMUNICATION MEDIUMS WHICH ARENOT CONTROLLED BY APLUS LABS AND WHICH MAY BE VULNERABLE TO DATA OR SECURITYBREACHES, INCLUDING, WITHOUT LIMITATION, NETWORKS USED BY YOUR CARRIERS AND THEDATABASES AND SERVERS CONTROLLED BY YOUR INTERNET PROVIDERS. APLUS LABS SHALLNOT BE LIABLE FOR ANY SUCH BREACHES.YOUACKNOWLEDGE THAT THE SERVICES ARE NOT INTENDED OR SUITABLE FOR USE INSITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAY OF, OR ERRORS ORINACCURACIES IN, THE CONTENT OR INFORMATION PROVIDED BY THE SERVICES COULD LEADTO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, FINANCIAL OR ENVIRONMENTALDAMAGE. USING THE SERVICES FOR TRADING SECURITIES IS NOT PERMITED AND APLUSLABS DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONSCONTRIBUTING CONTENT TO THE SERVICES, NOR DOES IT HAVE ANY OBLIGATION TOMONITOR THE USE OF THE SERVICES BY OTHER USERS; THEREFORE, APLUS LABS DISCLAIMSALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY ORCONTENT BY OTHERS.WITHOUTLIMITING THE GENERALITY OF THE FOREGOING, APLUS LABS MAKES NO REPRESENTATIONSOR WARRANTIES WITH RESPECT TO ANY INFORMATION OFFERED OR PROVIDED WITHIN ORTHROUGH THE SOFTWARE OR SERVICES.UNDERNO CIRCUMSTANCES, AS A RESULT OF YOUR CONTRIBUTIONS TO OR USE OF THE SERVICES,WILL APLUS LABS OR ANY OTHER CONTRIBUTOR OR OTHER USER BE LIABLE TO YOU OR TOANY OTHER PERSON FOR ANY DIRECT, INDIRECT OR SPECULATIVE DAMAGES (INCLUDING,WITHOUT LIMITING THE FOREGOING, CONSEQUENTIAL, INCIDENTAL, AND SPECIAL DAMAGES)INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, BUSINESS INTERRUPTIONS, AND LOSS OFPROFITS, REGARDLESS OF WHETHER THESE PARTIES HAD ADVANCE NOTICE OF THEPOSSIBILITY OF ANY SUCH DAMAGES. APLUS LABS AND ITS AFFILATES' AND CONTRIBUTORSAND THEIR RESPECTIVE OFFICERS', DIRECTORS', SHAREHOLDERS', EMPLOYEES', ANDAGENTS' TOTAL LIABILITY (IN THE AGGREGATE) TO YOU FOR ANY CLAIM ARISING OUT OFOR RELATING TO YOUR USE OR INABILITY TO USE THE SERVICES AND THE TERMS, WHETHERIN CONTRACT OR IN TORT, SHALL NOT EXCEED ONE HUNDRED DOLLARS (US$100). EACHPROVISION OF THE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMEROF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THE TERMSBETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OFTHE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE ANDINDEPENDENT OF ALL OTHER PROVISIONS OF THE TERMS. THE LIMITATIONS IN THISSECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANYLIMITED REMEDY UNDER THE TERMS.NOORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY APLUS LABS OR AN APPROVEDREPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THEEXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTSOF A CONSUMER, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.THEFOLLOWING APPLIES TO END USERS WHO LIVE WITHIN AUSTRALIA, THE UK AND THE EU:APLUSLABS USES REASONABLE CARE AND SKILL TO ENSURE THE ACCURACY OF THE INFORMATIONPROVIDED THROUGH THE SERVICES. INFORMATION CONTAINED ON THE SITE MAY NOT BEFULLY ACCURATE AND IS PROVIDED “AS IS”.RELEASEInthe event that you have a dispute with one or more Other Users of the Servicesyou agree that the dispute is between you and such Other User(s) and you herebyrelease Aplus Labs (and its officers, directors, employees and agents) fromclaims, demands, and damages (actual and consequential) of every kind andnature, known and unknown, suspected and unsuspected, disclosed andundisclosed, arising out of or in any way connected with such dispute(s). Ifyou are a California resident, you waive California Civil Code 1542, whichsays: "A general release does not extend to claims which the creditor doesnot know or suspect to exist in his favor at the time of executing the release,which if known by him must have materially affected his settlement with thedebtor."INDEMNIFICATIONYouagree to indemnify and hold Aplus Labs and its officers, directors, employeesand agents harmless from any charges, complaints, damages, losses, liabilities,costs and expenses (including attorneys’ fees and expert fees) due to, arisingout of or relating in any way to (1) any Content, (2) any violation by you ofthe Terms or any applicable rule, regulation or law, and (3) your access or useof the Services and/or the Aplus Labs Information contained therein.EXPORTYouraccess to and use of the Services shall comply with all applicable export lawsof the United States, including, without limitation, the U.S. ExportAdministration Regulations and the prohibitions and restrictions mandated byagencies of the United States government. Without limiting the foregoing, theServices may not be exported or re-exported into (or to a resident or nationalof): (a) any country sanctioned by the United States government identified onthe list published by the U.S. Bureau of Industry and Security, including Cuba,Iran, North Korea, Sudan and Syria, as such list may be updated from time totime; (b) any country, entity or person identified on any of the sanctionlists, specifically designated nationals lists, denied party lists or entitylists published by the Office of Foreign Assets Control (OFAC) of the U.S.Department of Treasury, as such lists may be updated from time to time; (c) anyother country subject to United States embargo or UN Sanctions; or (d) or anyother prohibited country, person, end-user or entity specified by the UnitedStates government. You will not use any data, information, software programs ormaterials resulting from the Services (or direct product thereof) for anypurpose prohibited by these laws including, without limitation, nuclear,chemical or biological weapons proliferation, or the development of missiletechnology.FORCE MAJEUREAplusLabs will not be responsible for a breach of the Terms caused by any failure ordelay of performance if caused by: an act of war, hostility, or sabotage; anact of God; a pandemic; an electrical, internet, cellular network or telecommunicationoutage that is not caused by Aplus Labs; government restrictions (including thedenial or cancelation of any export, import or other license); or another eventoutside the reasonable control of Aplus Labs.INVALIDITYIfany provision of the Terms is held to be invalid or unenforceable in whole orin part in any jurisdiction, then that provision shall be deemed ineffective insuch jurisdiction but shall have no effect on the enforceability of theremaining provisions.GOVERNING LAW, CONSENT TO JURISDICTION AND LIMITATIONON CLAIMSTheTerms and your use of the Software and Services, along with the Informationcontained therein, shall be governed by and construed in accordance with thelaws of the Commonwealth of Massachusetts without regard to conflict of lawsprinciples or other provisions which might result in the application of lawsother than the internal laws of the Commonwealth of Massachusetts. The UniformComputer Information Transactions Act will not apply to the Terms.Youfurther agree that any claims or causes of action arising out of or related tothe Terms or the Services, along with the Information contained therein, shallbe submitted to arbitration as provided below within one (1) year after suchclaim or cause of action arose, or such claim or cause of action shall beforever barred.Thecourts of the Commonwealth of Massachusetts (state and federal) will have soleand exclusive jurisdiction over any disputes or actions arising out of orrelating to this Agreement. The parties hereby waive all claims of immunityfrom such jurisdiction. Venue for any action brought arising out of or relatingto this Agreement will be in the State Court in Suffolk County, Massachusettsor in the United States District Court for the District of the Commonwealth ofMassachusetts.Forthe purposes of the Terms: (a) the term “Dispute” will mean any dispute,controversy, or claim arising out of or relating to: (i) the Terms, itsinterpretation, or the breach, termination, applicability or validity of theTerms; or (ii) any other dispute arising out of or relating to the relationshipbetween Aplus Labs and you; (b) the term “Company Group” will mean Aplus Labs,its parents, subsidiaries, affiliates, stockholders, directors, officers,employees, agents, beneficiaries, assignees, successors in interest, and anythird party which provides products or services purchased from or distributedby Aplus Labs; and (c) the term “User Group” will mean you and those in privitywith you, such as your affiliates, employees, partners, contractors, agents,family members and beneficiaries.Nomember of Company Group or User Group will submit any Dispute (defined below)to any court of law. Company Group and User Group hereby forfeit their right tofile and litigate a lawsuit in a court of law relating to any Dispute. UserGroup understands that, in the absence of this paragraph, User Group would havehad a right to litigate disputes through a court, including the right, if anyand subject to the rules of User Group’s jurisdiction, to litigate claims on aclass-wide or class-action basis, and that User Group has expressly andknowingly waived those rights and agreed to resolve any Disputes throughbinding arbitration in accordance with the Terms. This arbitration provisionwill be governed by the Federal Arbitration Act, 9 U.S.C. Section 1, et seq.CompanyGroup and User Group may each provide the other party with written notice ofits intention to initiate arbitration with respect to any Dispute. If CompanyGroup and User Group do not amicably resolve or settle the Dispute in writingwithin thirty (30) days after such notice, the notifying party will have theright to submit such Dispute to the American Arbitration Association (“AAA”)for binding resolution. Any such Dispute will be resolved exclusively and finallyby the AAA. The AAA’s Commercial Rules will govern the arbitration proceeding.Company Group and User Group will agree upon another arbitration forum if AAAceases all of its operations. The arbitration will be conducted before a singlearbitrator and will be limited solely to the Dispute between Company Group andUser Group. The arbitration, or any portion of it, will not be consolidatedwith any other arbitration and will not be conducted on a class-wide or classaction basis.CompanyGroup and User Group will confer after service of written notice of arbitrationto select a single agreed-upon arbitrator to adjudicate the Dispute. If CompanyGroup and User Group are unable to agree upon an arbitrator within thirty (30)days after the date of such notice, the AAA will assign an arbitrator. Anydecision or award rendered in such arbitration proceeding will be final andbinding on Company Group and User Group, and judgment may be entered thereononly in the State or Federal courts in Suffolk County, New York.Inthe arbitration, the arbitrator will apply the laws of the Commonwealth ofMassachusetts, excluding its conflict of law principles. The arbitrator willnot have the right to award treble damages or punitive damages. The location ofthe arbitration will be in Boston, Massachusetts, and the arbitration will beconducted in the English language.CLAIMS OF COPYRIGHT INFRINGEMENTAplusLabs respects the intellectual property rights of others, and requires that thepeople who use the Services do the same. It is Aplus Labs’s policy to respondpromptly to claims of intellectual property misuse. If you believe that yourwork has been copied and is accessible through the Services in a way thatconstitutes copyright infringement, you may notify us by providing Aplus Labs’scopyright agent with the following information in writing:a.     Theelectronic or physical signature of the owner of the copyright or the personauthorized to act on the owner’s behalf;b.     Identificationof the copyrighted work that you claim has been infringed;c.     Identificationof the material that is claimed to be infringing and information reasonablysufficient to permit us to locate the material;d.     Your name,address, telephone number, and email address;e.     A statementby you that you have a good faith belief that the disputed use is notauthorized by the copyright owner, its agent, or the law; andf.       A statementmade under penalty of perjury that the above information in your notice isaccurate and that you are the copyright owner or are authorized to act on thecopyright owner’s behalf.IfAplus Labs receives such a claim, it reserves the right to refuse or deleteContent and to terminate a user’s account.AplusLabs’s designated agent to receive notification of claimed infringement underthe Digital Millennium Copyright Act OF 1998 (“DMCA”) is:Aplus Labs USA, Inc.2 Waters Park DriveSuite 250San Mateo, CA 94403Attn:Copyright InfringementAfterreceiving a claim of infringement, Aplus Labs will process and investigatenotices of alleged infringement and will take appropriate actions under theDMCA and other applicable intellectual property laws. Upon receipt of noticescomplying or substantially complying with the DMCA, Aplus Labs will actexpeditiously to remove or disable access to any material claimed to beinfringing or claimed to be the subject of infringing activity, and will actexpeditiously to remove or disable access to any reference or link to materialor activity that is claimed to be infringing. Aplus Labs will take reasonablesteps promptly to notify the user that Aplus Labs has removed or disabledaccess to such material.Uponreceipt of a proper counter notification under the DMCA, Aplus Labs willpromptly provide the person who provided the initial notification of claimedinfringement with a copy of the counter notification and inform that personthat Aplus Labs will replace the removed material or cease disabling access toit in 10 business days. Unless Aplus Labs’s designated agent first receivesnotice from the person who submitted the initial notification that such personhas filed an action seeking a court order to restrain the user from engaging ininfringing activity relating to the material on the Software or Services, AplusLabs will replace the removed material and cease disabling access to it.Youmay provide Aplus Labs with a counter notification by providing Aplus Labs’scopyright agent the following information in writing:a.     Yourphysical or electronic signature;b.     Identificationof the material that has been removed or to which access has been disabled andthe location at which the material appeared before it was removed or access toit was disabled;c.     A statementunder penalty of perjury that you have a good faith belief that the materialwas removed or disabled as a result of mistake or misidentification of thematerial to be removed or disabled; andd.     Your name,address, and telephone number, and a statement that you consent to the jurisdictionof Federal District Court for the judicial district in which your address islocated, or if your address is outside of the United States, for any judicialdistrict in which Aplus Labs may be found and that you will accept service ofprocess from the person who provided the initial notification of infringement.Inthe event that any such claim relating to copyright infringement is assertedagainst Aplus Labs, such claim shall be resolved through binding arbitration inaccordance with the Terms provided above.NOTICESAnynotice required or permitted to be given in accordance with the Terms shall bein writing. Notices to Aplus Labs shall be sent by personal delivery,registered or certified mail (return receipt requested, postage prepaid) orcommercial express courier (with written verification of receipt) to: 2 WATERS PARK DRIVESUITE 250SAN MATEO, CA 94403. Forcontractual purposes, you consent to receive communications from Aplus Labselectronically. Notices sent to you shall be sent by personal delivery,electronic mail, registered or certified mail (return receipt requested,postage prepaid) or commercial express courier (with written verification ofreceipt) to the address listed on your account. All notices will be deemedgiven: (i) when delivered personally; (ii) 24 hours after electronic mail issent, unless Aplus Labs is notified that the email address is invalid; (iii)five (5) days after having been sent by registered or certified mail (or ten(10) days for international mail); or (iv) one (1) day after deposit with acommercial express courier specifying next day delivery (or two (2) days forinternational courier packages specifying 2-day delivery). Either party maychange its address for receipt of notice by notice to the other party inaccordance with this Section.GENERALAplusLabs’s failure to exercise or enforce any right or provision of the Terms shallnot be deemed to be a waiver of such right or provision. Aplus Labs is excusedfor any failure to perform to the extent that its performance is prevented byany reason outside of its control. The Terms contain the entire agreementbetween you and Aplus Labs and supersedes all prior agreements between theparties regarding the subject matter contained herein, except as otherwisespecifically noted herein. In no event shall you seek or be entitled torescission, injunctive or other equitable relief, or to enjoin or restrain theoperation of the Services, exploitation of any advertising or other materialsissued in connection therewith, or exploitation of the Services, or anyInformation displayed through the Services. You may not assign or delegate anyrights or obligations under the Terms. Any purported assignment and delegationshall be ineffective. Aplus Labs may freely assign or delegate all rights andobligations under the Terms, fully or partially without notice to you. AplusLabs may also substitute, by way of unilateral novation, effective upon noticeto you, which you agree may be electronic communication, Aplus Labs, Inc. forany third party that assumes Aplus Labs’s rights and obligations under theTerms.