Last updated: September 03, 2015.

Welcome to our Website!
PLEASE READ THE TERMS AND CONDITIONS ON THIS PAGE CAREFULLY BEFORE USING OUR WEBSITES OR SERVICES AS THEY CONTAIN BINDING LEGAL TERMS AND OBLIGATIONS INCLUDING LIMITATIONS OF LIABILITY AND DISCLAIMERS AND OTHER IMPORTANT PROVISIONS.

If you have requests or questions about any of the terms in this Agreement please contact us via email at legal@apartsw.com or via mail to the mailing address on our contact page.

Accepting and Agreeing to the Agreement

The ApartSW Terms of Use Agreement on this entire page (the "Agreement") is between you and ApartSW Consulting Inc ("ApartSW Consulting", "ApartSW", "We") (CBCA #914971-6).
If you are agreeing to this Agreement on behalf of your company then "you" or "Customer" means your company and you are binding your company to the Agreement.

By accepting and agreeing to this Agreement you warrant that you have the legal authority and authorisation to accept and agree to this Agreement according to the laws and regulations applicable in the jurisdiction where you reside. You acknowledge that it is your sole responsibility to ascertain whether your use of each of our Websites or our Services is lawful and in full compliance with the said laws and regulations.

By accepting and agreeing to this Agreement you accept and agree with each provision in the Agreement, in the associated ApartSW Privacy Policy incorporated by reference and in each additional Agreement (if any) specific for any particular ApartSW Website or Service you use. If there is a conflict between the terms of this Agreement and the terms of an additional Agreement, the terms of the additional Agreement will control for that conflict.

This Agreement shall not be construed as constituting a partnership or any other form of legal association between the parties that would give one party the express or implied right, power or authority to create any obligation of the other party.

The ApartSW Websites and Services

Each and every Website available under the apartsw.com domain (the "Website") is owned and operated by ApartSW Consulting. The ApartSW Websites provide access to information, data, documentation, software, products, services, etc (the "Services").

Each time you use the ApartSW Websites or Services you signify your agreement to this Agreement. If you do not agree with each provision of this Agreement please stop using the ApartSW Websites or Services.
Thank you for using our Websites or our Services.

You may not use our Websites or our Services in any manner that could damage, disable, overburden, or impair or interfere with any other person’s use and enjoyment of our Websites our our Services. You may not "frame" our Websites in whole or in part. You may not create or modify another website or service so as to falsely imply that it is associated with our Websites or our Services. You may not attempt to circumvent, disable, disrupt or interfere in any way with the security, privacy or licensing protection methods in place on our Websites and Services. You may not attempt to gain unauthorized access to our Websites and our Services, to other user or Administrator Accounts, Data, passwords or emails or to any other information or materials through means not specifically made available through our Websites or our Services. You may not upload, email, or otherwise transmit via our Websites or Services any potentially harmful files, programs, or code that may damage, impair, or alter the operation of a computer or network that is the property of ApartSW Consulting or any third party.

You understand that ApartSW Consulting uses third party vendors, services and hosting providers (the "Providers") to provide the necessary hardware, networking, software, storage and related technologies to operate and maintain our Websites and our Services.

Our Websites and our Services may contain links to other sites outside the apartsw.com domain which are not owned or operated by ApartSW Consulting. We provide these links as a convenience only, we do not control, monitor, review or endorse the information and materials on these sites and we are not responsible for their performance or availability.
The use of those sites is NOT subject to any of the ApartSW Agreements.
Your use of those sites is entirely your responsibility.

Some of our Websites may be intended for special or restricted use (educational, debugging, testing, etc) and clearly marked as such. Some or all parts of these Websites or some or all of our Services these Websites provide may not be available or may not function as intended. You should not use these Websites unless specifically instructed to do so by ApartSW Consulting personnel.

Our Websites can be accessed from countries around the world and may contain references to Services that are not available in your country. These references do not imply that ApartSW Consulting intends to announce such Services in your country. We make no representation that our Websites or our Services are appropriate or available for use in locations outside of Canada. If you choose to access our Websites or our Services from outside Canada, you do so on your own initiative and are solely responsible for compliance with the laws and regulations applicable in your jurisdiction.

Your ApartSW Account

You may need a Personal or an Organisational ApartSW Account (the "Account") to access some of our Websites or our Services. You need to register your Personal Account yourself. Your Organisational Account may be registered for you by your organisation Administrator (the "Administrator"). A valid email address is required for registering an Account.

For your Personal Account you agree that: (i) you must be 13 years or older to register a Personal Account; (ii) you shall not register multiple Personal Accounts; and (iii) you shall not share a Personal Account with someone else.

You are responsible for maintaining the security and confidentiality of your Account login credentials. We cannot and will not be liable for any loss or damage resulting from your failure to comply with this security obligation. You agree to immediately notify ApartSW of any unauthorized use of which you become aware.

If you are an Organisational Account Administrator you are responsible for all user activity for all the Accounts you registered.

We may terminate or temporarily disable any Account at our sole discretion for reasons that include, but are not limited to, violation of any term of this Agreement, violations of intellectual property or other laws or regulations, any threatening, offensive, defamatory, obscene or otherwise objectionable activity, distribution of spam email, distribution of viruses or other material with malicious intent, or inactivity.

In connection with your use of the Services, We may send you service announcements, administrative messages, and other information related to your use of our Website or our Services via email to the email address registered to your Account of via your Account. You may opt out of some of those communications.

Your Data

"Your Data" means any data that you upload, submit or otherwise transmit to or through our Websites or our Services for the purpose of or resulted from operating said Websites or Services.

If your data is processed by Websites or Services dedicated to your or your organisation your data can only be accessed by users in your organisation or which you specifically authorize. If your data is processed by shared Websites or Services then your data can be accessed by any user unless you specifically mark your data as private.

ApartSW Consulting personnel may also access your Account and your data solely to the extend necessary to respond to your support requests, regardless of using shared or dedicated Websites or Services or private data markings.

If we discontinue a Website or Service, or on amiable Account termination, where reasonably possible, we will give you reasonable advance notice and a chance to extract your data out of that Website or Service.

Licensing and Payment Terms

The ApartSW Consulting Services pricing model is based on a progressive tiered licensing scheme with usage quotas. The number of license tiers, the term, fee and quotas for each license tier, the quota reset rates (if any) and the availability and fee of an associated Support and Maintenance plan depend on each particular Service and can change at any time (but without affecting already paid for licenses and Support and Maintenance plans).

When a license tier usage quota is reached further usage is prevented until the usage is reduced below the quota, the next quota reset, or an upgrade to a higher tier license is purchased, as applicable. To avoid Service interruptions automatic licence renewal and upgrade are available with an optional specification of a maximum licensing tier, subject to the successful payment processing for such license renewal or upgrade. For upgrades, a pro-rated fee for the current billing cycle may be immediately charged.

All of our Services include a free license tier for evaluation purposes as well as for the occasional/light use, regardless of its purpose (personal/commercial/educational/etc). The entire feature and capability set of the Services will be available in the free licensing tier, however in some cases the performance and/or functionality may be below expectations due to the usage limitations imposed by the tier quotas.

Customer tailored Service licenses and Support and Maintenance plans are subject to the terms in the additional Agreements accompanying them.

The license and Service and Maintenance plan fees for our Services do not include any applicable taxes or duties. If ApartSW Consulting is required to pay any sales, goods, services, value added or other taxes or duties in relation to the Service license fees those taxes and duties will be billed to and paid by you at the time of the purchase.

We are using reputable third party payment processing services for secure online payments for the licensing fees and any applicable taxes or duties. Payments must be made by credit cards, debit cards or other method accepted by those payment processing services. You warrant that all payment-related details you provide are accurate and complete. You warrant that you have the legal right and authority to use the payment method you use.

Paid license and Service and Maintenance plan fees and any applicable taxes or duties are not refundable for periods of inactivity or in the event of your early termination of this Agreement.

Subject to the terms and conditions of this Agreement and payment of the applicable license fees and any other associated costs ApartSW Consulting hereby grants you a non-exclusive, non-assignable and non-transferable limited license to use our Websites, our Services and any software made available to via our Websites or our Services for the sole purpose of using the specific Service covered by the respective license as provided by us and in the manner permitted by these term of this Agreement and any other applicable additional Agreement.

Accuracy of Information

You warrant that all and any information you provide to us through our Websites or our Services, including registration information, payment information (credit card and debit card numbers and expiration dates), and transaction-related information will be true, accurate, current and complete without exception.
We will rely on the information you provide. You will be solely responsible and liable for any and all losses, damages, and additional costs of any nature or kind whatsoever that you, us or any other person may incur as a result of your submission of any false, incorrect, misleading or incomplete information or your failure to update your registration information and payment information within 30 days of any change.

Personal Information

ApartSW Consulting collects and may disclose personal information in accordance with the ApartSW Privacy Policy, for the limited purpose of operating and improving our Websites or our Services or for other reasons required by law. We do not disclose collected personal information to any third party for commercial or advertising purposes. You agree with and consent to such personal information collection and disclosure.

Intellectual Property

The content and materials from our Websites and our Services were produced and/or compiled by ApartSW Consulting and are protected by Canadian and international copyright, trademark, patent, and/or other intellectual property laws and regulations. You agree not to modify, copy, frame, republish, transmit, imitate, display, license, lease, loan, sell, assign, reverse engineer, or create derivative works based on or in any other way exploit, in whole or in part, the content and materials from our Websites or our Services without the express written consent of ApartSW Consulting. You also agree to no use any robots, data mining or other systematic data harvesting or extraction methods with our Websites or our Services. In the event of any permitted copying, publication or distribution of content from our Websites or our Services you shall not hide, delete or alter any of the ownership, trademark, copyright or other intellectual property notice accompanying that content.

Your use of our Websites or our Services does not grant you any ownership right, whether express or implied. ApartSW Consulting and, if applicable, its licensors have and retain all title, right and interest, including all intellectual property rights of our Websites or our Services, their structure, appearance, any underlying technology, and any modifications or derivative works of the foregoing created by or for ApartSW Consulting.

All trademarks, service marks and copyrights of ApartSW Consulting displayed on our Websites or in our Services are protected by Canadian provincial, federal, and/or international trademark and copyright protection. All other trademarks are the property of their respective owners.
You may not use any trademarks or service marks in any of our Websites or our Services without our express written authorisation, or in any manner that is likely to cause confusion among customers, or that might disparage or discredit ApartSW Consulting.

While using our Websites or our Services you may occasionally choose to submit questions, comments, suggestions, bug reports, ideas, or other feedback ("Feedback"). You agree to grant ApartSW Consulting a worldwide license to host, store, use, reproduce, communicate, distribute, publish, and create derivative works of such feedback for the limited purpose of operating and improving our Websites or our Services, and to develop new ones, without any obligation, royalty or restriction based on intellectual property rights or otherwise. It is your responsibility to ensure you have the authority and the necessary rights to grant us such license.

Some of our Websites or our Services allow you to submit, upload, store, transmit or receive information, data, or other content. You retain ownership and any intellectual property rights that you hold in that content. You agree to grant ApartSW Consulting a worldwide license to host, store, use, reproduce, communicate, and publish such content for the limited purpose of providing the applicable Websites or Services, without any obligation, royalty or restriction based on intellectual property rights or otherwise. It is your responsibility to ensure you have the authority and the necessary rights to grant us such license.

You hereby represent and warrant that you have all intellectual property and any other rights necessary for any Feedback, data or other content you provide in using our Websites or our Services.

You agree to grant ApartSW Consulting the right to identify you as a customer in promotional materials, or on our Websites or our Services. You may request that we stop doing so via email to legal@apartsw.com. It may take up to thirty days for your request to be processed.

Confidentiality

Except as otherwise set forth in this Agreement or any other additional Agreement applicable, each party agrees that all code, inventions, know-how, business, technical and financial information disclosed to such party (“Receiving Party”) by the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure.

Any ApartSW Consulting technology and any information relating to the operation of our Websites or our Services shall be deemed Confidential Information of ApartSW Consulting without any marking or further designation.

Unless expressly authorized by the terms of this Agreement or any other additional Agreement applicable, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The nondisclosure obligation shall not apply to information which the Receiving Party can document that at the time of its disclosure by the Disclosing party: (i) was rightfully in the Receiving Party's possession; (ii) has become public knowledge through no fault of the Receiving Party; (iii) was rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) was independently developed by employees of the Receiving Party who had no access to such information.

The Receiving Party may also disclose Confidential Information if so required by law, regulation, or court order (but only to the minimum extent required for compliance and with advance notice to the Disclosing Party).

Limited Warranty Disclaimer

We attempt to provide our Websites and our Services using a commercially reasonable level of skill. However due to the possibility of Service interruptions, failures, delays and other problems inherent in the use of the internet, electronic communications and other systems outside of our reasonable control we can not make any warranties.

You expressly understand and agree that our Websites and our Services are provided on an “As is” and “As available” basis, and we expressly disclaim any warranty, representation or condition of any kind, either express, implied or statutory, or arising by usage or trade, custom or otherwise, including but not limited to, merchantability, functionality, satisfactory quality, non-infringement, title and fitness for a particular purpose, other than those warranties which are implied by and incapable of exclusion, restriction or modification under applicable law.

We do not warrant: (i) that our Websites or our Services will meet your specific requirements or expectations; (ii) that the operation of our Websites or our Services will be timely, reliable, uninterrupted or error or defect free; (iii) that our Websites or our Services will operate in combination with any other software, hardware, system or data; (iv) that our Websites or our Services are free from computer viruses or other harmful components; (v) that the results that may be obtained from the use of our Websites or our Services will be current, accurate, complete or reliable; (vi) that the quality of any service, data or information, or other material obtained through our Websites or our Services will meet your expectations; (vii) that any data stored on our Websites or Services will not be lost or corrupted; and (viii) that any errors or defects in our Websites or our Services will be corrected.

To the extent the foregoing warranty disclaimer is not allowed by applicable law, then the liability of ApartSW Consulting, and your remedy for breach of warranty, shall be limited to, at our option: (i) the re-supply of the defective Service; or (ii) the refund of the monies paid by you for the defective Service in the 12 months immediately preceding the claim.

Liability Exclusions Disclaimer

You expressly understand and agree that neither ApartSW Consulting nor any of its third party suppliers or distributors shall not be liable, to the extent allowed by law, for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, loss of profits, loss of or inaccurate data, cost of procurement of substitute software, goods or services, goodwill, use of time or money, data or other intangible losses, regardless of the the form of action, whether in contract, tort, negligence, strict liability, or under any other legal theory (even if ApartSW Consulting has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use our Websites or our Services; (ii) unauthorized access to our Websites or our Services or theft, destruction or alteration of data; (iii) failure of performance, error, defect, omission, inaccuracy, computer virus, delay or interruption in operation of our Websites or our Services; (iv) the cost of procurement of substitute goods and services resulting from any goods, data, information or services obtained from or transactions entered into through our Websites or our Services; (v) statements or conduct of any third party on our Websites or our Services; or (vi) or any other matter relating to our Websites or our Services.

In all cases, ApartSW Consulting and all its third party suppliers and distributors will not be liable for any loss or damage that is not reasonably foreseeable.

This protection covers all ApartSW Consulting officers, directors, employees, agents and all its third party suppliers and distributors.

To the extent the foregoing liability disclaimer is not allowed by applicable law, then the liability of ApartSW Consulting, and your remedy, shall be limited to, at our option: (i) the re-supply of the defective Service; or (ii) the refund of the monies paid by you for the defective Service in the 12 months immediately preceding the claim.

Indemnity

You agree to indemnify, hold harmless, and defend ApartSW Consulting officers, directors, employees, agents, all its third party suppliers and distributors and other related parties against any and all claims, suits, demands or any other action arising from, based on or related to: (i) the use of our Websites or our Services or any link to or from our Websites or our Services; or (ii) the violation of the terms of this Agreement or any other related Agreement; whether inadvertent, intentional, malicious, wrongful or negligent; including any liability, damage, loss or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees (the "Claims").

ApartSW Consulting does not indemnify you against such Claims made against you by others as a result of your use of our Websites or our Services;

No Consent or Waiver

No failure of ApartSW Consulting to exercise or enforce any right, power, or privilege granted by any term of this Agreement shall constitute or be deemed to constitute a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege granted by any other term of this Agreement.

You agree that the only way to waive rights under any term of this Agreement is explicitly, in writing and signed by all parties.

Assignment of the Agreement

We may assign our rights and obligations under this Agreement without your consent, in which case this Agreement will remain into effect to the benefit of our successors, assigns and licensees.

You may not assign this Agreement without our prior written consent. We will not unreasonably withhold our consent if the assignee agrees to be bound by the terms and conditions of this Agreement.

Severability of the Agreement

If any provision(s) of this Agreement is held to be invalid or unenforceable for any reason, then such provision(s) will be deemed to be severed from this Agreement and the balance of this Agreement will continue in full force and effect as if this Agreement did not contain the particular provisions(s) held to be invalid or unenforceable.

Changes to the Agreement

We reserve the right at any time to modify or delete each and any of terms of this Agreement or impose new ones.
Such changes, modifications, additions, or deletions shall be effective immediately upon notice thereof, which may be given by any means including, without limitation, posting of the updated Agreement on this page, or by electronic or conventional mail, or by any other means within our sole discretion. We will also keep all previously published versions of this Agreement and make them available from this page.
Any use of our Websites or our Services by you after such notice shall be deemed to constitute acceptance of such changes, modifications, additions, or deletions.

This Agreement may not be modified or amended by you without our written agreement (which may be withheld in our complete discretion without any requirement to provide any explanation).

Termination of the Agreement

You may terminate this agreement at any time by: (i) informing us in writing about the termination; (ii) cancelling any automatic license renewal; (iii) payment of any outstanding fees dues to us; (iv) deleting your Account data and closing your Account; and (v) terminating your access and use of our Websites and our Services. You agree that prepaid but unused license fees are not refundable in the case of your voluntary termination.

Notwithstanding any other provision of this Agreement, ApartSW Consulting may in its sole discretion terminate this Agreement, change, discontinue, modify, restrict, suspend or terminate our Website or our Services or any part of them. Our liability to you or any other person or entity in such case is limited to the refund of any remaining paid but unused license fees.

Either party may terminate the Agreement if the other party breaches any of the terms in this Agreement and any additional applicable Agreement and fails to cure the breach within thirty (30) days after written notice of the breach.

Either party may also terminate the Agreement if the other party ceases to operate, declares bankruptcy, or becomes insolvent or otherwise unable to meet its financial obligations.

Governing Law

This Agreement shall be deemed executed in, governed by and construed in accordance with the statutes and laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to choice of law or conflict of law principles. You expressly agree and irrevocably consent to the exclusive jurisdiction and venue of provincial or federal courts located in Ottawa, Ontario, Canada for any legal action, suit, or proceeding concerning this Agreement.

Other General Provisions

You may not use our Websites or our Services for any illegal or unauthorized purpose. You must not, in the use of our Websites or our Service, violate any Canadian or other laws and regulations applicable in your jurisdiction (including but not limited to copyright, trademark and export laws).

Neither party shall be liable to the other for any delay or default to perform any of its obligations under this Agreement (except for a failure to make payments) if such delay or default is caused, directly or indirectly, by events which are beyond such party’s reasonable control, such as acts of war or terrorism, strikes, blockades, labour disputes, accidents, natural disasters, fire, flood, interruptions or reduction of power of communications or transportation or data services or networks, or refusal of a license by a government agency.

This Agreement may only be enforced by the parties hereto and their respective successors and assigns and there are no third-party beneficiaries to this Agreement.

Any notice under this Agreement from either party to the other must be given in writing. We may provide notice to you via email to the email address registered under your Account, through your Account, or via mail to the billing address registered under your Account. You may provide notice to us via mail to the mailing address on our contact page, Attn: Legal Counsel. Your notices to us will be deemed given upon our receipt.

The parties have expressly requested and required that this Agreement and all other related documents be drawn upon the English language.
Les parties conviennent et éxigent expressément que ce Contrat et tous les documents qui s’y rapportent soient rédigés en Anglais.