Terms of Use

Terms of Use of Apolo GPU Platform

This Apolo GPU Platform Terms of Use along with any other terms and policies incorporated herein by reference and form an integral part hereof, as amended from time to time (collectively the “Agreement”), form a legally binding and enforceable agreement between Apolo Cloud Inc. (“Apolo”) and the customer accessing or using the Services (“Customer”). If the Customer is entering into this Agreement on behalf of a company or other legal entity, the Customer represents that: (i) it has full legal authority to bind such entity to this Agreement; and (ii) after reading and understanding the Agreement, it agrees to the terms of this Agreement on behalf of the respective entity, and such terms shall bind such entity. The Customer and Apolo shall each be referred to as a “Party” and collectively as the “Parties”.

CUSTOMER ACKNOWLEDGES THAT ONCE IT CLICKS “OK”, “I AGREE” OR SIMILAR WORDING, THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY, THIS AGREEMENT DOES NOT NEED TO BE SIGNED TO BE BINDING, THE CUSTOMER ASSENTS THESE TERMS ONCE IT ACCEPTS THE AGREEMENT. THIS AGREEMENT IS BINDING AND ENFORCEABLE BY CLICKING ON A BUTTON OR CHECKING A CHECKBOX FOR THE ACCEPTANCE OF THIS AGREEMENT (THE DATE OF SUCH ACCEPTANCE BEING THE “EFFECTIVE DATE”).

PLEASE NOTE THE CUSTOMER IS DEEMED TO REPRESENT ITS EMPLOYER OR ENTITY, ITS CLICK TO ACCEPT WILL BIND THE EMPLOYER OR THAT ENTITY TO THESE TERMS.

Defined terms used in this Agreement with initial letters capitalized have the meaning given in section 1 of this Agreement.

1. General Provisions and Definitions

1.1. Introduction to Apolo and the Platform
Apolo Cloud Inc. (“Apolo”), a provider of cloud-based GPU services, operates the Apolo GPU Platform ("Platform"). This Platform and its associated services and features are accessible online at https://console.apolo.us (the “Site”).

1.2. Scope of Access and Use
The Platform is designed to provide Users with cloud computing capabilities and specialized software for Machine Learning (“ML”) and Artificial Intelligence (“AI”) development. Detailed guidelines and operational requirements for accessing and utilizing the Platform are provided in the documentation available on the Site and/or within the management console. Users are expected to adhere to these guidelines.

1.3. Amendments and Modifications to the Agreement
Apolo reserves the exclusive right to modify or amend these Terms at any time. Such modifications will become effective upon their publication on the Site at https://apolo.us/legal unless a different effective date is specified. It is the responsibility of the User to review these Terms regularly. Continued use of the Platform after any changes indicates acceptance of the new Terms.

1.4. Disagreement with Amendments
Should the User find any amendments unacceptable, their sole remedy is to cease using the Platform immediately. Continued use of the Platform following the posting of any changes to the Terms constitutes the User’s acceptance of those changes.

1.5. User Identification and Agreements
For the purposes of this Agreement, a “User” may be an individual or a legal entity. If a User enters into a separate agreement with Apolo for the use of the Platform, the terms of that separate agreement shall govern the User’s use of the Platform, except where those terms are not addressed, in which case, these Terms will apply.

1.6. Definitions
For clarity within this Agreement, the following definitions apply:

· “Business Account” refers to the Customer’s account within the Management Console used by a legal entity or sole proprietor to access the Platform.

· “Committed Volume of Services” refers to a pre-agreed quantity and capacity of Services that the Customer commits to using and paying for, irrespective of actual usage.

· “Content” includes all types of data and media, such as text, programs, databases, music, sounds, photos, graphics, videos, messages, and other materials.

· “Corporate Linked Card” means a bank card linked to a Personal Account by a Customer’s representative for the purpose of making payments for the Services.

· “Customer Data” refers to all Content uploaded by the Customer onto the Platform through the Services.

· “Documentation” encompasses all technical, billing, support, user, and administrative guides and documents related to the Services, accessible at https://docs.apolo.us.

· “Grant” denotes any bonuses, discounts, or financial incentives provided by Apolo to the Customer as specified in the Agreement.

· “Individual Account” is the Customer’s account within the Management Console used by an individual for personal, non-business purposes.

· “Limits” refer to the technical usage constraints imposed by the architecture of the Platform.

· “Management Console” is a secure section of the Platform provided by Apolo for managing Services, including service orders, usage statistics, account status, communication between the Parties, and other administrative functions.

· “Personal Data” means any information related to an identifiable individual, as defined by applicable data protection laws and regulations.

· “Platform” includes the Apolo software and hardware systems that facilitate access to the Services, available at https://console.apolo.us.

· “Reporting Period” typically refers to a calendar month, unless otherwise specified by the Parties in writing. The initial Reporting Period is from the Effective Date to the end of that month, based on UTC time.

· “Service Fees” are the total charges calculated based on the Customer’s usage of the Services and the applicable Service Rates.

· “Service Rates” indicate the fees charged per billing unit for each Service, detailed on the Platform.

· “Services” comprise the cloud services and/or software products provided by Apolo that enable the use of the Platform’s resources. A complete list of available Services is posted on the Site and/or the Platform.

· “Site” refers to the website located at https://apolo.us, which may be updated by Apolo periodically.

· “Statistics” are electronic records maintained by Apolo’s automated systems, containing data on the Services used, Service Fees, and other relevant usage information that may be accessible in the Management Console.

· “Technical Support Services” are the assistance services provided by Apolo to the Customer concerning the use of the Services.

· “Trial Period” is the timeframe during which the Customer is allowed to evaluate the Services on a temporary basis.

· “User” includes any individual or entity, directly or indirectly accessing or using the Services under a Business Account.

2. Platform Utilization and Specific Features

2.1. Overview of Platform Capabilities
The Apolo GPU Platform (the "Platform") is designed to provide Users with access to advanced computing resources and services. These services include, but are not limited to, GPU processing capabilities, data storage, and other cloud-based functionalities for ML and AI development hosted on Apolo’s infrastructure or the infrastructure of its partners. Detailed descriptions of available services and their capabilities are accessible on the Site and within the Platform's documentation.

2.2. Requirements for Accessing the Platform
To access and utilize the Platform’s services and features, Users must create and maintain an active Account on the Platform (hereinafter referred to as the "Account"). The process for creating and managing an Account, including necessary credentials and security measures, is specified in the Platform’s user documentation.

2.3. Security and Confidentiality of User Accounts
Users are solely responsible for maintaining the confidentiality and security of their Account credentials, including any passwords or other access information. Users acknowledge that they are fully responsible for all activities and actions that occur under their Account, whether or not they have authorized such activities. Apolo shall not be liable for any loss or damage arising from unauthorized use of the Account.

2.4. Reporting Unauthorized Access
In the event of any unauthorized access or suspected breach of security related to the Account, Users are required to notify Apolo immediately. Users must take all reasonable steps to mitigate any such breaches, including changing passwords and reviewing security settings. Apolo reserves the right to suspend or terminate access to the Account in response to any security concerns.

2.5. Obligations of the User
Users agree to:

  • Utilize the Platform strictly in accordance with these Terms and any other agreements or policies governing use of the Platform.

  • Implement and maintain appropriate measures to prevent and terminate unauthorized access or use of the Platform.

  • Promptly inform Apolo of any unauthorized access or use of their Account, or any potential breaches of security.

2.6. User Responsibilities in Data Management

2.6.1. Accountability for Account Activities
Except where a breach directly results from Apolo’s actions, Users are fully responsible for all activities that occur under their Account. This includes ensuring compliance with these Terms and any applicable laws and regulations.

2.6.2. Responsibility for Customer Data
Users are responsible for ensuring that any data or content (collectively "Customer Data") uploaded to the Platform complies with all applicable laws and regulations, and these Terms. Users retain full responsibility for the creation, management, maintenance, and use of their Customer Data on the Platform.

2.6.3. Security and Backup of Customer Data
Users must configure and use the Platform in a manner that secures and protects their Customer Data against unauthorized access. This includes implementing appropriate backup procedures to prevent data loss. Apolo will not be responsible for any data loss resulting from a failure to secure or back up Customer Data properly.

2.7. Rights to Service Data Collection and Processing
By using the Platform, Users grant Apolo the right to collect and use data related to their access and usage of the Platform ("Service Data"). Apolo may aggregate and anonymize this data for the purposes of enhancing and improving the Platform’s functionality and performance. This data will be processed in compliance with applicable laws and Apolo’s privacy policies. Users must ensure they possess the necessary rights and permissions to allow Apolo to process this Service Data.

2.8. Usage Restrictions and Prohibited Activities
Users are prohibited from engaging in the following activities while using the Platform:

  • Illegal or Harmful Content: Uploading, transmitting, or distributing content that is illegal, harmful, defamatory, or in violation of intellectual property rights.

  • Unauthorized Representation: Impersonating any individual or entity without authorization.

  • Spam and Unsolicited Communications: Distributing unauthorized advertising or engaging in any form of spamming.

  • Malware and Harmful Software: Transmitting viruses, malware, or any other software designed to disrupt or damage the Platform or other users’ data.

  • Sensitive Information Storage: Storing personal, financial, or other sensitive information in non-secure areas of the Platform.

  • Unauthorized Data Collection: Collecting or storing personal information of others without proper authorization.

  • Reverse Engineering and Source Code Extraction: Attempting to reverse engineer, decompile, or extract source code from the Platform.

  • Violation of Terms or Laws: Engaging in any activities that violate these Terms or applicable laws.

2.9. Support Services and Access Permissions
When requesting support from Apolo’s technical assistance team, Users consent to grant necessary access to their Account and Customer Data to facilitate the resolution of issues. This includes providing Apolo’s support personnel with temporary access to Account information, logs, and other relevant data needed to diagnose and address technical problems.

2.10. Maintenance and Updates
Apolo reserves the right to perform scheduled and unscheduled maintenance and updates to the Platform. Such activities may result in temporary service interruptions. Apolo will use reasonable efforts to provide advance notice of maintenance that could impact service availability. However, emergency maintenance may be performed without prior notice to ensure the security and integrity of the Platform.

3. Liability

3.1. Apolo may, at its own discretion limit or completely block User’s access to the Account and the Platform (or to certain features of the Platform, if technically feasible), if these Terms are violated, or take other measures in respect of the User to comply with legislative requirements, rights, and legitimate interests of Apolo and third parties.

3.2. If User does not comply with these Terms or with applicable laws, User may not use the Platform. User agrees to cooperate with Apolo to confirm compliance with all applicable laws and these Terms upon Apolo request. User will defend and indemnify Apolo for any and all damages, liabilities, penalties, fines, costs, and expenses (including reasonable attorney fee's) arising out of or in any way related to User's direct or indirect failure to meet the requirements of the Terms or comply with applicable laws.

4. Personal Data Processing

4.1. Compliance with Privacy Policy
Apolo processes personal information provided by the User in accordance with its Privacy Policy, which is incorporated by reference into these Terms and available at https://apolo.us/privacy. By using the Platform, the User consents to such processing and agrees to abide by the terms set forth in the Privacy Policy.

4.2. Data Collection and Usage
Apolo collects and processes personal data that the User provides during the registration, login, and usage of the Platform. This may include information collected from technical sources such as log files, IP addresses, and user activity data. Apolo processes this data as necessary to provide the Services and for other legitimate business purposes, as outlined in the Privacy Policy.

4.3. Access by Legal Entities
If a User accesses the Platform on behalf of a legal entity that has a separate agreement with Apolo, that entity may access and utilize the personal data provided by the User. The User consents to such access and agrees that the legal entity is authorized to manage and control such data for purposes of using the Platform.

4.4. Data Security Measures
Apolo implements appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing, accidental loss, destruction, or damage. However, Apolo cannot guarantee absolute security of data transmitted or stored on the Platform.

4.5. User's Responsibilities
Users are responsible for ensuring that any personal data they provide to Apolo is accurate, complete, and up-to-date. Users must promptly inform Apolo of any changes to their personal information to ensure that it remains accurate and current.

4.6. Data Rights and Requests
Users may have certain rights under applicable data protection laws, including rights to access, correct, or delete their personal data. Requests to exercise these rights should be directed to Apolo as outlined in the Privacy Policy. Apolo will respond to such requests in accordance with applicable laws.

5. Trial Period

5.1. Provision of Trial Services
At its discretion, Apolo may offer a Trial Period during which the Customer can evaluate the Services without charge. The terms and duration of any Trial Period will be specified by Apolo and communicated to the Customer at the time of offering.

5.2. Limitations and Conditions During Trial
During the Trial Period, the Services are provided on an “as is” and “as available” basis, without any warranties or commitments from Apolo. Apolo is not obligated to provide technical support or maintain any Customer Data generated during the Trial Period. Users assume all risks associated with the use of the Services during the Trial Period.

5.3. Post-Trial Service Continuation
Upon the expiration of the Trial Period, the Customer may choose to continue using the Services by subscribing to a paid plan. If the Customer does not transition to a paid plan, Apolo reserves the right to terminate access to the Services and delete any Customer Data generated during the Trial Period.

5.4. Restrictions on Usage During Trial
The Customer’s use of the Services during the Trial Period may be subject to limitations on time, usage, and functionality. Apolo reserves the right to modify or terminate the Trial Period at any time without notice.

5.5. Conversion to Paid Services
If the Customer continues to use the Services after the Trial Period expires, the Customer will be automatically transitioned to a paid version of the Services, and the Customer agrees to pay the applicable Service Fees in accordance with these Terms.

6. Access and Management of Services

6.1. Account Creation and Maintenance
To utilize the Platform and its Services, Users must create an Account. The Account must be associated with a valid email address and meet any additional requirements specified by Apolo. Users are responsible for maintaining the accuracy and security of their Account information. Apolo reserves the right to verify the information provided during the registration process and to suspend or terminate any Account that fails to meet these requirements.

6.2. Responsibility for Account Activities
The Customer is fully responsible for all actions and activities conducted through their Account, including actions taken by employees, representatives, agents, or third parties to whom they have granted access. The Customer must implement adequate security measures to prevent unauthorized access and promptly report any suspected or actual unauthorized access to Apolo. Failure to manage Account access properly may result in suspension or termination of Services.

6.3. Security Measures and Obligations
Customers are required to configure and use the Services in a manner that ensures the security and integrity of their Account and Customer Data. This includes, but is not limited to, using strong passwords, regularly updating security settings, and implementing any additional security measures recommended by Apolo. Customers are responsible for any breaches or security incidents resulting from their failure to maintain appropriate security measures.

6.4. Service Ordering and Management
Customers can order, configure, and manage the Services through the Management Console. The Management Console provides a range of interfaces, including command-line tools and APIs, to facilitate the administration of the Services. Customers are expected to follow the guidelines and instructions provided in the Documentation to ensure proper use and management of the Services.

6.5. Authorization of Third-Party Management
If the Customer authorizes any third parties to manage the Services on their behalf, the Customer must ensure that these representatives comply with all applicable terms and conditions of this Agreement. The Customer is liable for all actions taken by such third parties, and Apolo may attribute any breaches of this Agreement by third-party representatives to the Customer.

6.6. Suspension of Services
Apolo reserves the right to suspend or limit the Customer’s access to the Services under the following circumstances:

  • Violation of the Acceptable Use Policy (AUP): Engaging in activities that violate the AUP or other critical terms of this Agreement.

  • Breach of Warranties or Representations: Failing to comply with the warranties or representations outlined in this Agreement.

  • Delayed Payments: Failing to pay Service Fees or other charges when due.

  • Force Majeure Events: In response to events beyond Apolo’s control that prevent the continued provision of the Services.

  • Legal or Regulatory Requirements: To comply with applicable laws, regulations, or requests from government authorities.

  • Violation of Intellectual Property Rights: Using the Services in a manner that infringes on third-party intellectual property rights.

  • Suspected Fraudulent Activities: Suspecting that the Customer’s Account is involved in fraudulent or unethical activities.

  • Other Specified Conditions: Any other conditions specified in this Agreement or related documents.

6.7. Notification and Resolution of Suspension
In cases where suspension is necessary, Apolo will provide notice to the Customer, explaining the reasons for the suspension and any steps required to resolve the issue. The Customer must address the reasons for suspension promptly to restore full access to the Services. Apolo may impose additional requirements or conditions for reinstating Services.

6.8. Termination for Cause
Apolo may terminate the Agreement and the Customer’s access to the Services immediately and without liability under the following conditions:

  • Repeated Violations: Multiple breaches of the Agreement, especially those related to payment or compliance with the Acceptable Use Policy.

  • Legal Requirements: Obligations arising from legal, regulatory, or judicial actions.

  • Unresolved Security or Compliance Issues: Failure to resolve significant security or compliance issues after notification.

  • Fraudulent Activities: Evidence of fraudulent or illegal activities associated with the Customer’s use of the Services.

6.9. Data Preservation and Termination Procedures
Upon termination of the Agreement for any reason, Apolo will follow specific procedures to preserve Customer Data temporarily, as outlined in Section 15. Apolo will then proceed with data deletion according to the timelines specified, ensuring compliance with applicable data protection laws and internal policies.

6.10. Appeals and Dispute Resolution for Termination and Suspension
If the Customer believes that their access to the Services was suspended or terminated in error, they may appeal the decision by contacting Apolo’s support team. Apolo will review the appeal and respond within a reasonable timeframe. The decision made by Apolo after reviewing the appeal will be final.

7. Service Rates

7.1. Publication and Availability of Service Rates
Service Rates applicable to the various services offered on the Platform are published on the Site. These rates are accessible through links provided on the Platform and may include detailed descriptions of the pricing for different service tiers, usage levels, and billing units. Each unit of service, even if only partially used, will be billed as a full unit unless otherwise specified in the Service terms.

7.2. Exclusion of Taxes from Service Rates
The Service Rates listed on the Site are exclusive of any applicable taxes, including but not limited to VAT, GST, Sales Tax, and other similar charges. Unless explicitly stated, these taxes will be added to the invoiced amounts. The Customer is responsible for paying all applicable taxes, fees, and duties associated with their use of the Services.

7.3. Collection and Remittance of Taxes by Apolo
If Apolo is legally required to collect or remit any taxes on behalf of the Customer, these amounts will be included in the invoice and must be paid by the Customer. Apolo will comply with applicable tax regulations and ensure that taxes are collected and remitted as required by law.

7.4. Provision of Tax Information by Customers
Customers may be required to provide Apolo with accurate and complete tax-related information or documentation to determine the appropriate tax obligations. This may include tax identification numbers, exemption certificates, or other relevant details. The Customer is liable for any penalties or fines arising from the provision of inaccurate or incomplete tax information.

7.5. Deduction and Withholding of Payments
All payments for the Services must be made without any deduction or withholding unless required by law. If such deductions are necessary, the Customer must pay additional amounts to ensure that Apolo receives the full amount due. Apolo will provide instructions on how to manage such deductions to comply with applicable laws.

7.6. Modifications to Service Rates
Apolo reserves the right to modify the Service Rates at any time. Changes to the rates will be communicated to the Customer in advance and will become effective at the start of the next billing cycle following the notice period. The updated Service Rates will be published on the Site and will apply to all subsequent usage of the Services.

7.7. Discounts and Special Pricing Offers
From time to time, Apolo may offer discounts or special pricing based on the volume of Services used, duration of usage, or other criteria. These offers will be detailed on the Site or within the Management Console and may have specific terms and conditions. Apolo reserves the right to modify or terminate these offers at its discretion.

7.8. Committed Volume of Services
Customers may commit to a specified volume of Services for a predetermined period. The terms of such commitments, including payment obligations, will be detailed in the Agreement or through the Management Console. The Customer agrees to pay for the committed volume regardless of actual usage. Any usage beyond the committed volume will be billed according to the applicable Service Rates.

7.9. Handling Excess Usage Beyond Commitments
If the Customer’s usage exceeds the committed volume of Services during any billing period, they will be charged for the excess usage based on the standard Service Rates. This additional usage will be reflected in the subsequent invoice and must be paid in accordance with the terms of this Agreement.

8. Payment Procedure

8.1. Advance Payment Requirements
Access to the Services is contingent upon the Customer making an advance payment as specified in the Management Console. This payment will be credited against the Customer’s usage fees. Failure to make the required advance payment may result in the denial or suspension of access to the Services until payment is received.

8.2. Payment of Service Fees
Service Fees are calculated based on the Customer’s actual usage of the Services and the applicable Service Rates. Payments must be made using one of the methods supported by Apolo. The Customer is responsible for all bank charges and commissions associated with the payment. All payment obligations are non-cancelable and must be fulfilled without setoff or withholding.

8.3. Invoicing and Reporting
Apolo will issue an invoice to the Customer within five (5) calendar days after the end of each billing period. The invoice will detail the Services used, the corresponding charges, and any applicable taxes. Usage statistics for the billing period will also be available in the Management Console. Customers must review and address any discrepancies within a reasonable time frame.

8.4. Supported Payment Methods
Customers must use one of Apolo’s supported payment methods to pay for the Services. Accepted payment methods will be listed in the Management Console and may include credit cards, bank transfers, or other electronic payment options. The Customer is responsible for any fees associated with their chosen payment method.

8.5. Activation of Corporate Linked Cards
Customers may choose to link a Corporate Card to their Account for automatic payment processing. This option, if available, can be activated through the Management Console. Customers must ensure that linked cards are valid and have sufficient funds to cover the Service Fees.

8.6. Cancellation and Refund Policies
For any inquiries regarding cancellations or refunds, Customers should contact Apolo’s support team at [email protected]. Refunds, if applicable, will be processed in accordance with Apolo’s refund policies and the terms specified at the time of Service cancellation.

8.7. Late Payments and Associated Penalties
Payments not received by the due date are subject to interest at a rate of 2% per month or the highest rate permitted by law, whichever is lower. This interest accrues from the due date until full payment is made. Apolo reserves the right to suspend access to the Services and cancel any special pricing or discounts if payments are overdue.

8.8. Disputed Invoices and Adjustments
If the Customer disputes any part of an invoice, they must notify Apolo in writing within thirty (30) days of the invoice date. The notice must specify the nature and amount of the dispute. Apolo will review the dispute and make any necessary adjustments. Undisputed portions of the invoice must be paid by the due date.

8.9. Account Delinquency and Collection
Accounts that remain delinquent for more than sixty (60) days may be referred to a collections agency. The Customer agrees to pay all costs associated with the collection of overdue amounts, including reasonable attorneys’ fees and other legal expenses.

9. Rights and Obligations

9.1. Obligations of Apolo
Apolo is committed to:

  • Service Provision: Delivering the Services in accordance with the terms of this Agreement and applicable Service Level Agreements (SLAs).

  • Compliance: Ensuring that the Services comply with all applicable laws and regulations.

  • Data Protection: Using Customer Data only as necessary to fulfill the terms of this Agreement and in accordance with applicable data protection laws and policies.

9.2. Rights of Apolo
Apolo reserves the right to:

  • Usage Limits and Quotas: Set and modify usage limits and quotas for the Services, as deemed necessary for operational efficiency and compliance.

  • Monitoring and Compliance Checks: Periodically monitor publicly available resources on the Platform to ensure compliance with these Terms and safety standards.

  • Maintenance and Downtime: Perform necessary maintenance on the Platform, which may result in temporary service interruptions. Apolo will provide prior notice when possible.

  • Information Verification: Request additional information or documentation from the Customer to verify the accuracy of Account details. Failure to provide such information within seven (7) days may result in suspension of Services.

  • Third-Party Involvement: Engage third-party service providers to support the delivery of Services. Apolo remains responsible for the actions of these third parties under this Agreement.

9.3. Customer’s Obligations
Customers are obligated to:

  • Use of Services: Use the Services in compliance with these Terms and applicable laws.

  • Payment: Pay all Service Fees and applicable taxes in accordance with the terms set forth in this Agreement.

  • Security: Implement and maintain appropriate security measures to protect their Account and Customer Data.

  • Notification of Changes: Inform Apolo promptly of any changes to their Account details or other information that may affect the provision of Services.

  • Cooperation: Cooperate with Apolo in verifying compliance with these Terms and addressing any issues or breaches.

9.4. Proprietary Rights
All intellectual property rights in and to the Platform and the Services, including but not limited to software, documentation, and underlying technology, are owned by Apolo or its licensors. The Customer is granted a limited, non-exclusive, non-transferable right to use the Services solely in accordance with the terms of this Agreement.

9.5. Feedback and Improvements
Any feedback or suggestions provided by the Customer regarding the Services may be used by Apolo to improve or enhance the Platform. Apolo shall have the right to use and incorporate such feedback without any obligation to the Customer.

9.6. Publicity and Use of Trademarks
Unless otherwise agreed, Apolo may use the Customer’s name and logo in its marketing materials to identify the Customer as a user of the Services. Such use shall be in accordance with the Customer’s trademark usage guidelines provided to Apolo.

10. Acceptable Use Policy (AUP)

10.1. Prohibited Uses and Content
Users are strictly prohibited from using the Services to store, distribute, or facilitate the distribution of any content that is illegal, harmful, or otherwise objectionable. Prohibited content includes, but is not limited to:

  • Illegal Materials: Content that violates any applicable laws or regulations, including but not limited to child pornography, illegal drugs, and unauthorized distribution of copyrighted materials.

  • Fraudulent Activities: Goods, services, or schemes intended to defraud individuals or entities, including but not limited to Ponzi schemes and pyramid schemes.

  • Intellectual Property Infringement: Content that infringes upon or misappropriates the intellectual property rights of others, including but not limited to unauthorized use of trademarks, copyrights, patents, or trade secrets.

  • Defamatory and Abusive Content: Content that is defamatory, obscene, abusive, invasive of privacy, or otherwise violates the legal rights of others.

  • Malicious Software: Malware, viruses, or other software designed to disrupt, damage, or gain unauthorized access to systems, data, or personal information.

Apolo reserves the right to remove any content or suspend access to the Services if such content or use is found to be in violation of these prohibitions.

10.2. Impersonation and Misrepresentation
Users must not impersonate any individual or entity without authorization or engage in any activities that mislead or misrepresent their identity or affiliations. This includes, but is not limited to, using false identification information or unlawfully representing other persons.

10.3. Anti-Spamming Policy
Users must not use the Services to send unsolicited messages or advertisements ("spam") without the recipient’s consent. This includes:

  • Mass Mailings: Sending bulk emails or messages to individuals who have not opted in to receive such communications.

  • Unsolicited Advertisements: Sending commercial messages to recipients without their consent or in violation of applicable anti-spam laws.

  • Subscription Abuse: Subscribing email addresses or other communication channels to mailing lists without the recipient’s authorization.

10.4. Prohibition on Cryptocurrency Mining
The use of the Services for cryptocurrency mining or similar activities is strictly prohibited. Apolo may implement measures to detect and prevent the use of its Services for mining activities.

10.5. Interference and Unauthorized Access
Users must not interfere with the operation of the Platform or gain unauthorized access to the data, systems, or networks of Apolo or any third party. This includes activities such as:

  • Network Disruption: Engaging in activities that disrupt or degrade the performance of the Platform or other users' services.

  • Unauthorized Access: Attempting to access any systems, data, or communications without proper authorization.

  • Exploit Use: Using known vulnerabilities or exploits to compromise the Platform or gain unauthorized access.

10.6. Compliance with Legal Obligations
Users are required to comply with all applicable laws and regulations while using the Services. This includes:

  • Software Development: Creating or distributing software that does not infringe on legal rights or violate any laws.

  • Export Control: Adhering to applicable export and sanctions laws and regulations, including those governing the export of technical data or software to prohibited countries or individuals.

10.7. Reporting and Addressing Violations
Apolo encourages Users to report any violations of this Acceptable Use Policy. Apolo will investigate all reported violations and may take appropriate actions, including suspension or termination of access to the Services and removal of any violating content.

10.8. Review and Enforcement
Apolo reserves the right to review and monitor all User activities and content to ensure compliance with this Acceptable Use Policy. Apolo may take enforcement actions, including issuing warnings, suspending or terminating access, or removing content that violates this Policy or applicable laws.

11. Indemnification

11.1. Customer’s Indemnification Obligations
The Customer agrees to defend, indemnify, and hold harmless Apolo, its affiliates, agents, subcontractors, partners, licensors, and their respective employees, officers, and directors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising from:

  • Infringement Claims: Any claim that the Customer Data or use of the Customer Data infringes or violates any third-party rights, including intellectual property rights or privacy rights.

  • Use of Services: Any claim arising from the Customer's use of the Services, including activities conducted by the Customer’s employees, agents, or third parties using the Customer’s Account.

  • Breach of Agreement: Any claim resulting from the Customer’s breach of this Agreement or any applicable laws or regulations.

11.2. Apolo’s Indemnification Obligations
Apolo agrees to defend and indemnify the Customer against any third-party claims alleging that the Services, when used as authorized in this Agreement, infringe on third-party intellectual property rights. Apolo’s liability under this indemnification is limited to the amount paid by the Customer for the Services during the two (2) months preceding the claim.

11.3. Conditions for Indemnification
The obligations under this indemnification section are subject to the following conditions:

  • Prompt Notice: The indemnified Party must provide prompt written notice of any claims for which indemnification is sought.

  • Control of Defense: The indemnifying Party must be allowed to control the defense and settlement of the claim.

  • Cooperation: The indemnified Party must provide reasonable assistance and cooperation in the defense and settlement process, at the indemnifying Party’s expense.

11.4. Exclusions from Indemnification
Apolo’s indemnification obligations do not apply to claims arising from:

  • Customer Breach: The Customer’s breach of this Agreement or violation of applicable laws.

  • Unauthorized Modifications: Modifications to the Services made by anyone other than Apolo.

12. Warranties and Representations

12.1. Apolo’s Warranties
Apolo warrants that:

  • Authority: It has the authority and legal right to enter into this Agreement and provide the Services.

  • Compliance: The Services will be provided in compliance with applicable laws and regulations.

  • Performance: The Services will be provided in accordance with the Service Level Agreement (SLA), if applicable.

12.2. Disclaimer of Additional Warranties
Except as expressly provided in this Agreement, the Services are provided "as is" and "as available" without warranties of any kind, either express or implied, including:

  • Merchantability: Any implied warranties of merchantability or fitness for a particular purpose.

  • Non-Infringement: Any warranties that the Services will not infringe on third-party rights.

  • Error-Free Operation: Any warranties that the Services will be error-free, uninterrupted, or secure.

12.3. Customer’s Warranties
The Customer warrants that:

  • Accuracy of Information: All information provided during registration is accurate, complete, and up-to-date.

  • Legal Compliance: They will comply with all applicable laws and regulations in their use of the Services.

  • Rights to Data: They have obtained all necessary rights, consents, and permissions to upload and use any Customer Data on the Platform.

  • Suitability: The Services meet their requirements, and they waive any claims against Apolo regarding the suitability or performance of the Services.

  • Ownership of Data: They own or have the legal right to use all Customer Data and are responsible for its legality, reliability, and quality.

  • Compliance with AUP: Their use of the Services and Customer Data will comply with the Acceptable Use Policy (AUP) and applicable laws.

  • Export and Sanctions Compliance: They comply with all relevant export, trade, and financial laws and regulations.

  • Incident Cooperation: They will cooperate fully with Apolo in investigating and addressing any security incidents resulting from their actions or omissions.

12.4. Export Control and Sanctions Compliance
The Customer must comply with all applicable export control and sanctions laws. If the Customer becomes subject to sanctions, Apolo may terminate this Agreement immediately. The Customer will indemnify Apolo against any costs or losses arising from a breach of these obligations.

12.5. Security Incident Response
In the event of a security incident caused by the Customer's actions, the Customer must cooperate fully with Apolo in investigating and remedying the situation, including providing access to necessary information and resources.

12.6. Notification of Changes in Circumstances
The Customer must notify Apolo immediately if they become aware of any breach or potential breach of the warranties and representations provided in this section. This includes any changes in circumstances that could affect their compliance with these Terms.

12.7. Restricted Uses
The Customer is not permitted to sublicense, distribute, or provide the Services to third parties for any restricted purposes, including but not limited to:

  • Military Use: Use in weapons, military equipment, or ammunition, or for military transport or operations.

  • Prohibited Activities: Any activities that are illegal or violate the rights of others.

13. Third-Party Services

13.1. Integration of Third-Party Services
The Services may include components or integrations with third-party services ("Third-Party Services"). These Third-Party Services are subject to their own terms and conditions, which govern the relationship between the Customer and the third-party provider. The Customer is responsible for reviewing and complying with these terms.

13.2. Responsibility for Third-Party Services
Apolo does not warrant or support the availability, performance, or security of Third-Party Services. The Customer’s use of these services is at their own risk and subject to the terms and conditions set by the third-party provider. Apolo is not liable for any issues or damages arising from the use of Third-Party Services.

13.3. Third-Party Service Providers
Apolo may, at its discretion, engage third-party service providers to support the delivery of the Services. These providers are subject to Apolo’s security and compliance requirements and remain under Apolo’s responsibility for the performance of the Services.

14. Limitation of Liability

14.1. Exclusion of Indirect Damages
To the fullest extent permitted by law, Apolo and its suppliers shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, business interruption, loss of data, or damage to goodwill, arising from or related to the use or inability to use the Services, even if Apolo has been advised of the possibility of such damages.

14.2. No Liability for Service Interruptions
Apolo shall not be liable for any compensation, reimbursement, or damages arising from:

  • Service Termination or Suspension: The inability to use the Services due to termination or suspension of this Agreement by Apolo.

  • Unauthorized Access: Unauthorized access to, alteration of, or deletion of the Customer’s Data.

  • Downtime and Interruptions: Any downtime, service interruptions, or failures not covered under the Service Level Agreement (SLA).

14.3. Aggregate Liability Cap
In any event, Apolo’s total aggregate liability for any and all claims arising out of or related to this Agreement, whether in contract, tort, or any other legal theory, shall not exceed the amount paid by the Customer to Apolo for the Services during the two (2) months immediately preceding the date of the claim.

14.4. Exclusions for Security Breaches
Apolo is not liable for any security breaches or incidents resulting from the Customer’s failure to implement or maintain appropriate security measures as required under this Agreement.

14.5. Application of Limitations
The limitations of liability set forth in this Section shall apply to the maximum extent permitted by law, regardless of the form or cause of action, whether in contract, tort, strict liability, or otherwise. These limitations are fundamental elements of the basis of the bargain between the Customer and Apolo.

14.6. Force Majeure Exclusions
Apolo shall not be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by circumstances beyond Apolo’s reasonable control, including but not limited to acts of God, natural disasters, acts of terrorism, civil unrest, strikes, labor disputes, government actions, or other force majeure events.

15. Term and Termination

15.1. Effective Date and Term of Agreement
This Agreement becomes effective on the Effective Date, as defined in the Preamble, and remains in force until terminated by either Party in accordance with the provisions of this Section.

15.2. Termination by the Customer
The Customer may terminate this Agreement at any time by providing at least ten (10) days written notice to Apolo. Early termination may result in the loss of access to any Committed Volume of Services or special terms without compensation. If the Customer terminates during the effective period of a Committed Volume of Services, they must pay a termination fee equal to 30% of the cost for the unused reserved period.

15.3. Termination Due to Changes in Terms
If the Customer disagrees with any changes to this Agreement, they may terminate the Agreement by providing notice to Apolo within ten (10) days after the changes become effective. Termination under these conditions will follow the process outlined in this Agreement, and the Customer will not be subject to termination fees for disagreement with changes to the Agreement.

15.4. Process for Submitting Termination Notice
To terminate the Agreement, the Customer must submit a written notice as a scanned copy signed by an authorized representative to Apolo’s designated email address provided on the Site. Apolo will confirm receipt and process the termination request.

15.5. Apolo’s Right to Terminate
Apolo may terminate this Agreement immediately and without compensation under the following circumstances:

  • Non-Compliance: The Customer repeatedly violates payment terms or fails to remedy a breach leading to suspension for more than seven (7) days.

  • Acceptable Use Policy Violations: Engaging in activities that violate the Acceptable Use Policy (AUP) or other critical terms of this Agreement.

  • Legal Violations: Engaging in corruption or other illegal activities.

  • Sanctions and Legal Restrictions: Becoming subject to sanctions or other legal restrictions that prohibit the use of the Services.

15.6. Termination for Free Services
Apolo may terminate the provision of free Services at any time and for any reason, with or without notice to the Customer.

15.7. Convenience Termination by Apolo
Apolo may terminate this Agreement for convenience by providing the Customer with thirty (30) days written notice. Such termination will not affect any accrued payment obligations of the Customer.

15.8. Compliance-Related Termination
Apolo may terminate the Agreement if required to comply with applicable laws or if Apolo’s relationships with third-party providers of technology or services used in the Platform expire or are otherwise modified.

15.9. Refunds of Unused Funds
Upon termination, any unused funds in the Customer’s account will be refunded within thirty (30) days after receipt of a written request, minus any outstanding fees or damages owed to Apolo. Refunds will be processed in accordance with Apolo’s standard refund policies.

15.10. Procedures for Data Deletion Post-Termination
Upon suspension or termination of the Services, Customer Data will be retained for a limited period before being deleted:

  • Suspension Due to Payment Issues or Trial Expiration: Customer Data will be retained for sixty (60) days.

  • Non-Compliance Suspensions: Customer Data will be retained for sixty (60) days unless otherwise specified.

  • Immediate Deletion for Termination by Apolo: Customer Data may be deleted immediately upon early termination by Apolo.

  • Final Termination: Customer Data will be deleted within seventy-two (72) hours after the final termination of the Agreement.

15.11. Ongoing Obligations Post-Termination
Termination of the Agreement does not affect any accrued payment obligations or any provisions that, by their nature, are intended to survive termination, including but not limited to confidentiality, indemnification, and limitation of liability.

16. Governing Law and Dispute Resolution

16.1. Governing Law
This Agreement and any disputes or claims arising out of or related to it, including those concerning its formation, interpretation, breach, or termination, shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles.

16.2. Exclusive Jurisdiction and Venue
All disputes arising out of or in connection with this Agreement shall be resolved exclusively in the state and federal courts located in the State of Florida. Each Party irrevocably submits to the personal jurisdiction of these courts and waives any objections based on venue or inconvenient forum.

16.3. Dispute Resolution Process
Before initiating any formal legal action, the Parties agree to attempt to resolve any disputes or claims through good faith negotiations. If the dispute cannot be resolved through negotiation, the Parties may seek mediation or other alternative dispute resolution methods as agreed upon.

17. Miscellaneous Provisions

17.1. No Agency Relationship
Nothing in this Agreement is intended to or shall operate to create a partnership, joint venture, employment, or agency relationship between the Customer and Apolo. The Parties are independent contractors with respect to each other.

17.2. Severability Clause
If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be deemed modified to the extent necessary to make it valid and enforceable.

17.3. No Waiver of Rights
The failure of either Party to exercise any right or remedy provided under this Agreement or by law, or to insist upon strict performance of any provision, shall not constitute a waiver of that right or remedy, nor preclude any further exercise or enforcement of that provision or any other right or remedy.

17.4. Assignment of Agreement
The Customer may not assign or transfer its rights or obligations under this Agreement without the prior written consent of Apolo. Any attempted assignment in violation of this provision shall be null and void. Apolo may assign or transfer its rights and obligations under this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets upon ten (10) days written notice to the Customer.

17.5. Use of Customer’s Trademarks
The Customer authorizes Apolo to use their name, logo, and trademark for marketing and promotional purposes. Such use shall be consistent with the Customer’s trademark usage guidelines, if provided, and Apolo agrees to cease any use upon the Customer’s written request.

17.6. Anti-Corruption Compliance
The Parties commit to adhering to all applicable anti-corruption laws and maintain a policy of zero tolerance towards bribery and corruption. Any violation of this clause may result in immediate termination of this Agreement.

17.7. Force Majeure
Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is due to causes beyond its reasonable control, including natural disasters, acts of terrorism, governmental actions, labor disputes, or other events constituting force majeure. The affected Party must notify the other Party as soon as possible and provide reasonable documentation of the force majeure event. If the force majeure event continues for more than thirty (30) days, either Party may terminate this Agreement.

17.8. Notification of Changes
Each Party must notify the other of any changes in their legal status, name, address, or other relevant information affecting this Agreement within five (5) days of such change. Notices must be provided in writing and delivered via email, registered mail, or other reliable means as specified in this Agreement.

17.9. Survival of Obligations
Any obligations of the Parties that by their nature should survive termination or expiration of this Agreement, including but not limited to confidentiality, indemnification, and limitation of liability, shall survive and continue in effect after termination or expiration.

17.10. Priority of Agreement Documents
In the event of a conflict between the terms of this Agreement and any referenced or linked documents, the terms of this Agreement shall prevail. The English version of this Agreement shall govern in the event of any discrepancies with translated versions.

17.11. Entire Agreement
This Agreement, including all referenced or incorporated documents, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral.

Publication date: June 12, 2024

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