1. Fees. Monthly System Access Fees - The Customer shall pay Apsis Business Components Ltd (Apsis) the fees for these services in the amounts set forth in the prevailing price list effective as at the date of commencement of System Access. Apsis shall have the right to increase prices for system access from time to time upon written notice to each customer not less than thirty (30) days prior to the effective date of such increase. 

Monthly Date Storage / Data Usage / Data Processing fees – The Customer shall pay Apsis the fees for these services in the amounts set forth in the prevailing price list effective as at the date of commencement of the services. Apsis shall have the right to increase prices  for data usage, data storage and processing speed from time to time upon written notice to each customer not less than thirty (30) days prior to the effective date of such increase.

Training and Integration Services - The Customer shall pay Apsis the fees for the services in the amounts set forth in the signed Training and Integration Services agreement describing the scope of the services.

Hereinafter the above will be referred to collectively as “The Services”

All fees quoted are exclusive of any Value-Added Tax or any similar local taxes (“VAT”) chargeable on or in connection with those fees for Services, disbursements or expenses.

2. Ownership and Licenses. Customer agrees that all intellectual property rights, including all copyrights, patents, trademarks, service marks and trade secrets, in and to the services and any deliverables provided by Apsis are solely the property of Apsis or its licensors, and that any confidential or proprietary information relating to the Services or deliverables shall be deemed Apsis confidential information, which shall not be disclosed to any third party. Customer may not remove, alter or obscure any copyright or other proprietary rights notices marked on any part of the deliverables. Commencing at the time Apsis receives full and final payment for the Services, Apsis grants to Customer a non-exclusive, non-transferable, non-sublicenseable license to internally use the deliverables. If Customer participates in the creation or development of any deliverables, Customer expressly waives, and hereby assigns to Apsis, any and all right title and interest, including any and all intellectual property rights that Customer may acquire in, the deliverables, except for the licenses expressly granted hereunder and any pre-existing intellectual property belonging to Customer.

3. Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE), CONTRACT OR OTHERWISE, SHALL APSIS BE LIABLE TO CUSTOMER, OR ANY OTHER PERSON OR ENTITY, FOR ANY LOSS OF USE, REVENUE OR PROFIT, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS OR FOR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER IN CONNECTION WITH THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. IN NO EVENT WILL APSIS'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE FEES PAID BY CUSTOMER TO APSIS IN CONNECTION WITH THIS ENGAGEMENT.

4. Warranty. Apsis will perform the Services in a professional and workmanlike manner. WITH RESPECT TO THE ESTIMATING/ PLANNING / PROCUREMENT / QUANTITY SURVEYING / DOCUMENT CONTROL / INFORMATION MANAGEMENT FORMS AND/OR DEVELOPED SOFTWARE OR ANY OTHER PRODUCT OR SERVICE PROVIDED BY APSIS HEREUNDER, TO THE FULL EXTENT PERMITTED BY LAW, THE WARRANTIES SET FORTH IN THIS SECTION ARE APSIS'S EXCLUSIVE WARRANTIES AND ARE IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS, UNDERTAKINGS OR TERMS OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, BY OPERATION OF LAW, ARISING BY STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, LACK OF VIRUSES, TITLE, NON-INFRINGEMENT, ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, LACK OF NEGLIGENCE AND/OR LACK OF WORKMANLIKE EFFORT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING STATEMENTS REGARDING PERFORMANCE OF THE FORMS AND/OR DEVELOPED SOFTWARE, WHICH IS NOT CONTAINED IN THESE TERMS, SHALL BE BINDING ON APSIS. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, APSIS DOES NOT WARRANT AGAINST ANY BUG, ERROR, OMISSION, DEFECT, DEFICIENCY, OR NONCONFORMITY IN ANY SERVICE OR SOFTWARE. THIS LIMITATION SHALL ALSO APPLY TO PROTECT APSIS LICENSORS.

5. General.
(a) The parties to these terms are independent contractors. Neither party has the authority to bind the other or incur any obligation on behalf of the other.
(b) Neither party may assign any of its rights under this Agreement to any third party without the other party's prior written consent.
(c) These terms shall be governed by the laws of Scotland, without giving effect to the principles of conflicts of law and that body of law applicable to choice of law.
(d) Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of any cause beyond the reasonable control of such party.
(e) Neither party's right to require performance of the other party's obligations hereunder shall be affected by any previous waiver, forbearance or course of dealing, unless or only to the extent of any waiver given in writing. Failure or delay by either party to exercise any of its rights, powers or remedies hereunder shall not constitute a waiver of those rights, powers or remedies. The single or partial exercise of a right, power or remedy shall not prevent its subsequent exercise or the exercise of any other right, power or remedy.
(f) These terms and the signed agreement that references them constitutes the entire agreement between the parties pertaining to the subject matter described in the signed agreement, and supersedes all oral or written prior statements, representations, discussions, and negotiations. No provisions in any purchase orders, or in any other business forms employed by or on behalf of either party in connection with the matters contemplated by the signed agreement will modify the terms hereof, and no supplement or amendment of the signed agreement shall be binding, unless executed in writing by both parties and specifically referencing the supplementing or amendment of the signed agreement. Any provision of the signed agreement or these terms and conditions found to be illegal or unenforceable shall be deemed severed, and the balance of the signed agreement and these terms shall remain in full force and effect
(g) Customer consents to publication of its name by Apsis as an end user of the Apsis software and/or services.
(h) The parties' execution of the agreement that references these terms by URL shall constitute agreement to these terms and conditions.
(i) The customer agrees to take full responsibility of any data provided / used and agree to fully check the information provided. No claim for any loss not previously covered under clause 3 of these terms and conditions shall be made by any third party in respect of the accuracy of the data provide in the event that any future loss is incurred.
(j) Where Apsis provides take off, quantification and measurement services the customer agrees to full responsibility of any data / information provided / used and agree to fully check the information provided. No claim for any loss not previously covered under clause 3 of these terms and conditions shall be made by any third party in respect of the accuracy of the data provide in the event that any future loss is incurred.

TERMS OF USE

1. Acceptance of Terms.

a. By (i) using this web site or any other web sites (each, a “Site”) or other online service of Apsis Business Components Ltd, its affiliates and agents (“Apsis”) with links to these Terms of Use (the “General Terms”) (collectively, the “Services”) in any way, including using, transmitting, downloading or uploading any Materials made available or enabled via the Services by Apsis or, you, or other users of the Service (“Users”), or (ii) merely browsing the Services, you agree that you have read, understand and agree to these General Terms and the Apsis Online Privacy Policy which is incorporated herein by reference. “Materials” means any content made available or enabled by Apsis, you or other users of the Services and includes, without limitation, any (x) information, data, documents, images, photographs, graphics, audio, videos, or webcasts, (y) products, and (z) Apsis software code and associated documentation (“Software”). “Apsis Materials” means those Materials that are made available through the Services by Apsis or its licensors and specifically do not include Materials made by you or other users of the Services.

b. You may not use the Services if you are prohibited by Law (as defined below in Section 2(d)) from receiving or using the Services. Also, unless expressly stated in the Additional Terms for any given Service, you may not use the Services unless you are fully able and competent to enter into the conditions, obligations, representations and other terms of these General Terms and are either of legal age to form a binding contract with Apsis, possess legal parental or guardian consent or are an emancipated minor. In particular, unless expressly stated in the Additional Terms for any given Service, you affirm that you are over the age of 13 and acknowledge that these Services were not intended for children under 13.

c. Apsis makes certain Services and Materials available only if you have paid a fee or have provided Apsis certain Registration Information (as such term is defined in the Apsis Online Privacy Policy) and/or created an Apsis ID and password or other log-in ID and password (collectively, “Account Information”). Some Services may also be subject to a subscription or other agreement, posted guidelines, rules, or terms of service (“Additional Terms”). If there is any conflict between the General Terms and the Additional Terms, the Additional Terms take precedence in relation to that Service. The General Terms and any applicable Additional Terms and all other documents incorporated by reference in these General Terms are referred to herein as the “Terms”.

d. Apsis may change the Terms from time to time at its sole discretion, including by imposing a charge for access to or use of a Service. If such changes are made, Apsis will make a new copy of the General Terms, with any new Additional Terms made available to you from within or through the affected Service. Apsis may require you to provide consent to the updated Terms in a specified manner before further use of the Services is permitted. Otherwise, your continued use of any affected Service constitutes your acceptance of the changes. Your use of the Services is subject to the most current version of the Terms posted on or through the affected Service at the time of such use. Please regularly check https://portal.apsisbc.co.uk/ to view the any updates to General Terms and Addition Terms.

e. Services and Materials provided by third parties are governed by separate agreements accompanying such Services and Materials.

2. Use of Services and Materials.

a. You agree to adhere to all limitations on dissemination, use and reproduction of any Materials that you download or access from the Services.

b. Unless expressly agreed to by Apsis in writing elsewhere, Apsis has no obligation to store any Materials that you upload, post, email, transmit or otherwise make available through your use of the Services (“Your Content”). “User Content” means any Materials uploaded by you or the other users of the Services. Apsis has no responsibility or liability for the deletion or accuracy of any Materials, including Your Content, the failure to store, transmit or receive transmission of Materials, or the security, privacy, storage or transmission of other communications originating with or involving use of the Services. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that Apsis retains the right to create reasonable limits on the use of the Materials, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by Apsis in its sole discretion.

c. You agree that your Account Information will always be complete, accurate and up-to-date. It is your responsibility to keep your Account Information confidential at all times and you are solely responsible for all activity that occurs to your Account Information when you are logged in to your account. If you become aware of any unauthorized use of your account or Account Information, or any other breach of security, you agree to notify Apsis immediately. You may not use another person’s Account Information. Apsis may require that you change your Account Information or certain parts of your Account Information at any time for any reason.

d. You agree to use the Services and the Materials only for purposes that are permitted by the Terms and any applicable law, regulation, or generally accepted practices or guidelines in any applicable jurisdiction (including any laws regarding the export of data or software to and from the United Kingdom or other applicable countries) (“Law”).

e. You agree not to access or attempt to access the Services by any means other than the interface provided by Apsis or circumvent any access or use restrictions put into place to prevent certain uses of the Services.

3. Ownership.

a. The Services and Apsis Materials, and their selection and arrangement, are protected by copyright, trademark, trade dress, patent, trade secret, unfair competition, and other intellectual and proprietary rights (the “Intellectual Property Rights”). Except as expressly provided in the Terms, Apsis and its suppliers do not grant any express or implied rights to use the Services and Materials.

b. The trademarks, logos and service marks displayed on the Services (the “Marks”) are the property of Apsis or third parties. You are not permitted to use the Marks without the prior consent of Apsis or the third party that may own the Marks. Apsis and the Apsis logo are trademarks of Apsis Business Components Ltd. For a current list of Apsis’ Marks, as well as certain third party Marks, please refer make full request in writing to Apsis.

4. Use of Software.

a. Any Software that is made available via the Services is the property of Apsis and its suppliers. If the Software made available via the Services is accompanied by license terms, then use of such Software is governed by the terms of such license agreement that accompanies or is included with the Software, or by the license agreement expressly stated on the hyperlinks referenced in the Software. License terms may be posted with the Software downloads or at the web page where the Software can be accessed. You shall not use, download or install any Software that is accompanied by or includes a license agreement unless you agree to the terms of such license agreement. Unless the accompanying license agreement expressly allows otherwise, any copying or redistribution of the Software is prohibited, including any copying or redistribution of the Software to any other server or location, redistribution or use on a service bureau basis. If there is any conflict between these Terms and the license agreement provided with such Software, the license agreement shall take precedence in relation to that Software; except only that if the Software is a pre-release version, then, notwithstanding anything to the contrary included within an accompanying license agreement, you are not permitted to use or otherwise rely on the Software for any commercial or production purposes.

b. If no license agreement accompanies the Software, use of the Software will be governed by the terms of this Section 4(b). Apsis grants you a personal, worldwide, freely revocable, limited, non-transferable, non-sublicensable, royalty-free, non-assignable, nonexclusive license to use the Software in the manner permitted by the Terms. You agree that you will not decompile, reverse engineer or otherwise attempt to discover the source code of the Software. Notwithstanding the foregoing, decompiling the Software is permitted to the extent the laws of the jurisdiction where you are located give you the right to do so to obtain information necessary to render the Software interoperable with other software, provided, however, that you must first request the information from Apsis and Apsis may, in its discretion, either provide such information to you or impose reasonable conditions, including reasonable fees, on use of the Software to ensure that Apsis’ Intellectual Property Rights in the Software are protected. You may not assign (or grant a sublicense of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software. For clarity, your use of the Software is also subject to the disclaimers and limitations in Section 14, below and your compliance with the export control provisions.

c. The Software may automatically download and install updates from Apsis from time to time. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new Software modules and completely new versions. You agree to receive such updates (and permit Apsis to deliver these to you with or without your knowledge) as part of your use of the Services.

5. Use of Apsis Materials, User Content and Shared Group Content.

a. Except as expressly indicated to the contrary in any applicable Additional Terms, Apsis hereby grants you a nonexclusive, freely revocable (upon notice from Apsis), non-transferable, license to view, download and print Apsis Materials, subject to the following conditions:
i. You may access and use the Apsis Materials solely for personal, informational, non-commercial and internal purposes, in accordance with the Terms;
ii. You may not modify or alter the Apsis Materials;
iii. You may not distribute or sell, rent, lease, license or otherwise make the Apsis Materials available to others; and
iv. You may not remove any text, copyright or other proprietary notices contained in the Apsis Materials.

b. Some Services involve collaboration and file-sharing services among other users or a specific group in conjunction with such collaboration and file-sharing. The User Content that you or other Users share with other Users through the Services shall be referred to as “Shared Group Content”. While some Services offer functionality to limit another User’s use of your Shared Group Content, such limitations are not guaranteed and it is your sole responsibility to determine what limitations, if any, are placed on Shared Group Content that you distribute. You agree that Apsis has no liability of any kind should other Users use, modify, destroy, corrupt, copy or distribute your Shared Group Content in violation of the limitations that you may impose on its use. Further, it is your sole responsibility to determine what limitations are placed on your use of another User’s Shared Group Content, including by looking at a given Service’s functionality and Additional Terms along with any additional restrictions placed by such User on your use of their Shared Group Content

d. Software is subject to the additional provisions governing Software set forth herein.

e. The rights granted to you in Apsis Materials as specified above are not applicable to the design, layout or look and feel of the of any Services. Such elements of the Services are protected by Intellectual Property Rights and may not be copied or imitated in whole or in part. No Apsis Materials may be copied or retransmitted unless expressly permitted by Apsis.

6. User Conduct.

a. You agree that you, not Apsis, are entirely responsible for all of Your Content that you distribute, perform, display, upload, post, email, transmit or otherwise make available on or through the Services (“Make Available”), whether publicly posted or privately transmitted. You assume all risks associated with use of Your Content, including any reliance on its accuracy, completeness or usefulness.

b. You represent and warrant that: (i) you own the Intellectual Property Rights, or have obtained all necessary license(s) and permission(s), to use Your Content in keeping with your use in connection with the Services or as otherwise permitted by the Terms; (ii) you have the rights necessary to grant the license and sublicenses described in the Terms; and (iii) you have received consent from any and all persons depicted in Your Content to use Your Content as set forth in the Terms, including distribution, public display, public performance and reproduction of Your Content.

c. You acknowledge and agree that by accessing or using the Services or Materials, you may be exposed to Materials (including Shared Group Content) from others that you may consider offensive, indecent or otherwise objectionable and hereby do waive any legal or equitable rights or remedies you have or may have against Apsis with respect thereto, and agree to indemnify and hold Apsis, its affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.

d. You agree not to use, or to encourage or permit others to use, the Services to: i. Make Available any Material that is unlawful, harmful, threatening, abusive, tortuous, defamatory, libellous, vulgar, obscene, child-pornographic, lewd, profane, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
ii. Stalk, intimidate and/or harass another;
iii. Incite others to commit violence;
iv. Harm minors in any way;
v. Make Available any Material that you do not have a right to Make Available under any Law or contractual or fiduciary relationship;
vi. Make Available any Material that infringes any Intellectual Property Right or other proprietary right of any party;
vii. Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
viii. Forge headers or otherwise manipulate identifiers to disguise the origin of any of Materials posted on or transmitted through the Services;
ix. Use the Services or Materials such that it will mislead a User into believing that they are interacting directly with Apsis or any Service;
x. Engage in any chain letters, contests, junk email, pyramid schemes, spamming, surveys or other duplicative or unsolicited messages (commercial or otherwise);
xi. Use any Apsis domain name as a pseudonymous return email address;
xii. Make Available any Material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;
xiii. Access or use the Services in any manner that could damage, disable, overburden or impair any Apsis server or the networks connected to any Apsis server;
xiv. Intentionally or unintentionally interfere with or disrupt the Services or violate any applicable Laws related to the access to or use of the Services, violate any requirements, procedures, policies or regulations of networks connected to the Services, or engage in any activity prohibited by the Terms;
xv. Disrupt or interfere with the security of, or otherwise cause harm to, the Services, Materials, systems resources, accounts, passwords, servers or networks connected to or accessible through the Services or any affiliated or linked sites;
xvi. Disrupt, interfere with, or inhibit any other User from using and enjoying the Services or Materials, or other affiliated or linked sites, Services or Materials;
xvii. Access or attempt to access any Material that you are not authorized to access or through any means not intentionally made available through the Services;
xviii. Market any goods or services for any business purposes (including advertising and making offers to buy or sell goods or services), unless specifically allowed to do so by Apsis;
xix. Reproduce, sell, trade, resell or exploit for any commercial purpose, any portion of the Services or any Materials, use of any Service or Materials, or access to any Service or Materials; or
xx. Use any data mining, robots, or similar data gathering and extraction methods in connection with the Services or Materials.
xxi. Collect or store data about other users in connection with the prohibited conduct and activities set forth in this Section 6(d).

7. Investigations.

a. Apsis, in its sole discretion, may (but has no obligation to) monitor or review the Services and Materials at any time. Without limiting the foregoing, Apsis shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if it violates the Terms or any Law.

b. Although Apsis does not generally monitor User activity occurring in connection with the Services or Materials, if Apsis becomes aware of any possible violations by you of any provision of the Terms, Apsis reserves the right to investigate such violations, and Apsis may, at its sole discretion, immediately terminate your rights hereunder, including your right to use the Services, or Materials or change, alter or remove Your Content or Account Information, in whole or in part, without prior notice to you. If, as a result of such investigation, Apsis believes that criminal activity has occurred, Apsis reserves the right to refer the matter to, and to cooperate with, any and all applicable law enforcement authorities. Except to the extent prohibited by applicable Law, Apsis is entitled to retain and/or disclose any information or Materials, including Your Content or Account Information (or elements thereof), in Apsis’ possession in connection with your use of the Services to (i) comply with applicable Law, legal process or governmental request; (ii) enforce the Terms; (iii) respond to any claims that Your Content violates the Terms or rights of third parties; (iv) respond to your requests for customer services; or (v) protect the rights, property or personal safety of Apsis, its Users or third parties, including the public at large, as Apsis in its sole discretion believes to be necessary or appropriate.

8. Use of Your Content.

A note in common terms: We realize that this section might look a bit scary and so we want to point out a few things. This section only applies to those portions of our sites, such as User Forums, where we intend for users to share content freely with Apsis and with each other. It does not apply to all of the content that you share, contribute or post to our sites.

a. Apsis does not claim ownership of Your Content. However, except as provided in Section 8(b), you grant Apsis a worldwide (because the Internet is global), royalty-free, nonexclusive, transferable, perpetual, irrevocable, and fully sublicensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display Your Content (in whole or in part) and to incorporate Your Content into other Materials or works in any format or medium now known or later developed.
b. The terms of Section 8(a) shall not apply to Your Content:
i. When specifically agreed that Section 8(a) shall not apply in any Additional Terms that may accompany certain Services; or
ii. When Your Content is Made Available through Services that are intended for private communication or which allow you to limit public access or use to Your Content and you do in fact limit public access or use.
In the case of Your Content covered by Section 8(b)(i), you grant Apsis only those rights set forth in such Additional Terms.
In the case of Your Content covered by Section 8(b)(ii), you grant Apsis a worldwide (because the Internet is global), royalty-free, nonexclusive, transferable, and fully sublicensable license to use, distribute, reproduce, modify, publish and translate Your Content solely for the purpose of enabling your use of the Service. You may revoke this license and terminate Apsis’ rights at any time by removing Your Content from the Service; provided that you agree that Apsis may retain and use copies of Your Content for archival purposes and pursuant to Section 7 (Investigations), above.

9. Feedback.

You have no obligation to provide Apsis with ideas, suggestions, documentations and/or proposals (“Feedback”). However, if you submit Feedback to Apsis, while you retain ownership in such Feedback, you hereby grant Apsis a nonexclusive, royalty-free, fully paid-up, perpetual, irrevocable, transferable, unlimited license under all of your Intellectual Property Rights to use and otherwise exploit your Feedback for any purpose throughout the universe. Further, by submitting Feedback, you represent and warrant that (i) your Feedback does not contain the confidential or proprietary information of you or of third parties; (ii) Apsis is not under any obligation of confidentiality, express or implied, with respect to the Feedback; (iii) Apsis may have something similar to the Feedback already under consideration or in development; and (iv) you are not entitled to any compensation or reimbursement of any kind from Apsis for the Feedback under any circumstances.

10. Right to Derive Revenue/Advertisements.

Except for Your Content subject to Section 8(b) above, you agree that Apsis may derive revenue and/or other remuneration from Your Content that you Make Available via the Services without payment to you. For example, Apsis may display Apsis and/or third party paid advertisements and/or other information adjacent to or included with the Services and adjacent to or in connection with Your Content, and you agree that you are not entitled to any compensation for any such advertisements. The manner, mode and extent of advertising or other revenue generating models pursued by Apsis on or in conjunction with the Services and/or Your Content are subject to change without specific notice to you.

11. Links to Third Party Sites.

The Services and Materials may include links that will take you to other sites outside of the Services (“Linked Sites”). The Linked Sites are provided by Apsis to you as a convenience and the inclusion of the links does not imply any endorsement by Apsis of any Linked Site. Apsis has no control of the Linked Sites and you agree that Apsis is not responsible for the availability or contents of any Linked Site (including any advertising, products or other materials on or available from such Linked Site), any link contained in a Linked Site, or any changes or updates to a Linked Site.

12. Modifications to Services and Materials.

Apsis may at any time and from time to time modify or discontinue, temporarily or permanently, the Services or Materials, or any portion thereof, with or without notice. You agree that Apsis shall not be liable to you or any third party for any modification, suspension or discontinuance of the Services or Materials.

13. Termination.

a. The Terms will continue to apply until terminated by either you or Apsis as set forth below.
b. If you want to terminate your agreement with Apsis, you may do so by (i) notifying Apsis at any time and (ii) closing your accounts for all of the Services or Materials that you use, where Apsis has made this option available to you. Your notice should be sent, in writing, to Apsis’ address set forth below.
c. Apsis may at any time terminate the Terms (or portion thereof, such as any individual Additional Terms) with you if:
i. You have breached any provision of the Terms (or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with the Terms);
ii. Apsis is required to do so by Law (for example, where the provision of the Services or Materials to you is, or becomes, unlawful);
iii. The provision of the Services to you by Apsis is, in Apsis’ opinion, no longer commercially viable;
iv. Apsis has elected to discontinue the Services or Materials (or any part thereof); or
v. There has been an extended period of inactivity in your account.
d.Apsis may also terminate or suspend all or a portion of your account and/or access to the Services for any reason. Except as may be set forth in any Additional Terms applicable to a particular Service, termination of your account may include: (i) removal of access to all offerings within the Services; (ii) deletion of Your Content and Account Information, including your personal information, log-in ID and password, and all related information, files and Materials associated with or inside your account (or any part thereof); and (iii) barring of further use of the Services.
e. You agree that all terminations for cause shall be made in Apsis’ sole discretion and that Apsis shall not be liable to you or any third party for any termination of your account (and accompanying deletion of your Account Information), or access to the Services and Materials, including Your Content.
f. Upon expiration or termination of the Terms, you shall promptly discontinue use of the Services and Materials. However, any perpetual licenses you have granted, any of your indemnification obligations hereunder, any of Apsis’ disclaimers or limitations of damages of liabilities hereunder and Sections 2, 3, 6(b-d), 7, 9-13, 14, 16, 19, 20 and 21 will survive any termination or expiration of the Terms.

14. DISCLAIMER OF WARRANTIES.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
a. THE SITE, SERVICES AND MATERIALS ARE PROVIDED BY APSIS “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, APSIS MAKES NO WARRANTY THAT (I) THE SITE, SERVICES OR MATERIALS WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE; (III) THE QUALITY OF THE SITE, SERVICES OR MATERIALS WILL MEET YOUR EXPECTATIONS; OR THAT (IV) ANY ERRORS OR DEFECTS IN THE SITE, SERVICES OR MATERIALS WILL BE CORRECTED.NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM APSIS OR THROUGH OR FROM USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
b. APSIS SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR USE OF OR PARTICIPATION IN ANY SERVICES AND YOUR USE OF MATERIALS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. APSIS ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR SIMILAR CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM ANY OF THE SERVICES.
c. APSIS DOES NOT CONTROL, ENDORSE OR ACCEPT RESPONSIBILITY FOR ANY MATERIALS OR SERVICES OFFERED BY THIRD PARTIES ACCESSIBLE THROUGH LINKED SITES. APSIS MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER ABOUT, AND SHALL NOT BE LIABLE FOR, ANY SUCH THIRD PARTIES, THEIR MATERIALS OR SERVICES. ANY DEALINGS THAT YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK.
d. MANAGERS, HOSTS, PARTICIPANTS, MODERATORS AND OTHER THIRD PARTIES ARE NOT AUTHORIZED APSIS SPOKESPERSONS, AND THEIR VIEWS DO NOT NECESSARILY REFLECT THOSE OF APSIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APSIS WILL HAVE NO LIABILITY RELATED TO USER CONTENT ARISING UNDER INTELLECTUAL PROPERTY RIGHTS, LIBEL, PRIVACY, PUBLICITY, OBSCENITY OR OTHER LAWS. APSIS ALSO DISCLAIMS ALL LIABILITY WITH RESPECT TO THE MISUSE, LOSS, MODIFICATION OR UNAVAILABILITY OF ANY USER CONTENT.
e. APSIS WILL NOT BE LIABLE FOR ANY LOSS THAT YOU MAY INCUR AS A RESULT OF SOMEONE ELSE USING YOUR PASSWORD OR ACCOUNT OR ACCOUNT INFORMATION IN CONNECTION WITH THE SITE OR ANY SERVICES OR MATERIALS, EITHER WITH OR WITHOUT YOUR KNOWLEDGE.
f. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

15. International Users.

a. The Services can be accessed from countries around the world and may contain references to Services and Materials that are not available in your country. These references do not imply that Apsis intends to announce such Services or Materials in your country.
b. These Services are controlled, operated and administered by Apsis Solutions (Estimator) Ltd from its offices in the United Kingdom. Apsis makes no representation that the Services or Materials are appropriate or available for use at other locations outside the United Kingdome and access to the Services from jurisdictions where the Services or Materials are illegal is prohibited. Apsis reserves the right to block access to the Services or Materials by certain international users. If you access the Services from a location outside the United Kingdom, you are responsible for compliance with all local Laws.

16. Limitation of Liability.

a. IN NO EVENT SHALL APSIS, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT FORESEEABLE OR IF APSIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE SITE, SERVICES OR MATERIALS. NOTHING IN THE TERMS SHALL LIMIT OR EXCLUDE APSIS’S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF APSIS OR ITS EMPLOYEES, OR FOR DEATH OR PERSONAL INJURY.
b. APSIS’ AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO ONE HUNDRED UNITED GREAT BRITISH POUNDS (£100) OR THE AGGREGATE AMOUNT PAID BY YOU FOR ACCESS TO THE SERVICE, WHICHEVER IS LARGER. THIS LIMITATION WILL APPLY EVEN IF APSIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
c. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 16 APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.