APPAREN INC. APPLICATION LICENSE AGREEMENT
Revised January 4, 2010
This Agreement between You and Apparen Inc. (“Apparen”), an Illinois Corporation whose place of business is 3 Grant Square,
#178, Hinsdale, IL 60521, governs Your purchase and use of Apparen application licenses. It is legally binding and is effective as
of the date You accept this Agreement, by clicking the box that says You accept this Agreement or by using an Apparen application
or by signing a document stating Your acceptance. You may not use Apparen applications if You are not of legal age to form a
binding contract with Apparen.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
1. DESCRIPTION OF APPAREN INC.
Apparen creates, sells and supports web-based software applications, including TicketPeak, BuyersVine, CoverDeal and
ScanandMatch (Applications). We are also an authorized reseller of Google Apps. Apparen sells the right to use the Applications
on a monthly payment for service basis.
“Agreement” means the terms in this document.
“You” or “Your” means the person, company or other legal entity for which You are accepting this agreement.
“We” or “Our” means Apparen Inc.
“Your Data” or “Your Content” means any data or images submitted by You to the Application(s) in the course of using the
"User" is a person authorized to use an Application.
“Application(s)” is the functionality provided through one or more of our websites, which include TicketPeak.com, BuyersVine.com,
CoverDeal.com and ScanandMatch.com.
“Intellectual Property Rights” means unpatented inventions, patents, design rights, copyrights, trademarks, service marks, trade
names, domain name rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof,
and forms of protection of a similar nature anywhere in the world.
“License” means the right to use an Application under the terms of the Agreement.
“Rate” or “Fee” means the amount to be paid to Apparen for the License.
“Effective Date” means the date You accept this Agreement.
“Trial” means the period of time or amount of usage, if any, for which You are permitted to use the Application(s) at no fee.
Apparen hereby grants You a non-exclusive, non-transferable right to use one or more of our software Applications under the terms
of the Agreement. You give Apparen permission to display your logo on the Apparen websites, and You give Apparen permission
to send You email messages which may include product updates or other information or news items.
4. APPAREN RESPONSIBILITIES
Apparen represents and warrants that it will provide the Application(s) in a manner consistent with general industry standards
reasonably applicable to the provision thereof and that the Application(s) will perform substantially in accordance with the
performance You can witness online from other Apparen customers under normal use and circumstances.
Apparen will host the Applications at a secure data centre and monitor and manage performance. Apparen may change the
Applications from time to time including, but not limited to, the user interface and the general layout of the screens.
5. YOUR RESPONSIBILITIES
To access the application(s), You may be required to provide information about yourself and Your company. You agree that any
registration information You give to Apparen will always be accurate, correct and up to date.
You agree to use the Application(s) only for purposes that are permitted by any applicable law, regulation or generally accepted
practices or guidelines in the relevant jurisdictions. You agree to use the Application(s) only for ethical and honest business
purposes. You agree that You will not engage in any activity that interferes with or disrupts the Applications.
You are responsible for maintaining the confidentiality of Your passwords associated with any Apparen Application, and You agree
that You will be solely responsible for all activities that occur under Your account. If You become aware of any unauthorized use of
Your account, You will notify Apparen immediately at email@example.com.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit the System; (ii)
modify or make derivative works based upon the System; (iii) create Internet "links" to the Application, other than from Your own
website or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; (iv) reverse engineer the
Application(s) to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of
the System, or (c) copy any ideas, features, functions or graphics of the Application.
You shall not: (i) post infringing, obscene, sexually explicit, threatening, libelous, or otherwise unlawful, dishonest or tortuous
material; (ii) intentionally post inaccurate information (e.g. a misrepresentation of an event on Ticketpeak.com); (iii) intentionally
interfere with or disrupt the integrity or performance of the Application(s); or (iv) attempt to gain unauthorized access to the
Apparen reserves the right, but shall have no obligation to pre-screen, review, flag, filter, modify, refuse or remove any or all content
from any Application, when such content may be objectionable.
7. YOUR DATA
For data that You input or provide, You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and
If You are using an Application on a trial basis and do not purchase a license to use the Application beyond the trial, any settings
established by You or content contributed by You may be lost.
8. INTELLECTUAL PROPERTY OWNERSHIP
Apparen alone shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Apparen
Applications and data provided by Apparen. This Agreement is not a sale and does not convey to You any rights of ownership in or
related to the Applications or the Intellectual Property Rights owned by Apparen. The Apparen and the Application names and logos
are trademarks of Apparen or third parties, and no right or license is granted to use them.
9. FEES, BILLING AND PAYMENT
You shall pay the fees at the rates stated on the respective application website, unless You have a written document from Apparen
Inc. that documents alternative rates. Rates are quoted and payable in United States dollars. Payment obligations are non-
cancelable and fees paid are non-refundable.
You will provide Us with a valid and updated credit card number or with a purchase order acceptable to Us. YOU AUTHORIZE
APPAREN TO PROCESS A PAYMENT EVERY MONTH AGAINST YOUR CREDIT CARD FOR THE APPLICABLE FEE. If you have a
written document from Apparen Inc. stating alternative acceptable billing arrangements, We will invoice You in accordance with the
For the TicketPeak Application, the monthly fee is calculated by the number of tickets processed through TicketPeak multiplied by
the TicketPeak per-ticket license fee. You will be charged for any sold seats once. If You sell a seat, cancel it and resell it, only one
charge applies. If You sell a seat, cancel it and do not resell it, You will be still charged for the initial sale. The fee per ticket applies
to all tickets sold through TicketPeak, regardless of the price at which they are sold, including a price of $0.00 ("comp" tickets).
For BuyersVine, CoverDeal and ScanandMatch Applications, the monthly fee calculated by the number of Licenses You have
purchased multiplied by the monthly license rate, payable at the beginning of the month of service. Note that You must purchase a
license for each commercial location in which Your customers use BuyersVine or ScanandMatch, and You must purchase a
licnese for each User of CoverDeal. Fees are based on monthly periods that begin on the first day of the month. Fees for licenses
added in the middle of a monthly period will not apply for that period.
The rates that are listed on the website of the Application You are using may change from time to time. However, Your rates
associated with this Agreement will not change for 12 months after you establish this Agreement.
Our fees do not include any taxes, levies, duties. You are responsible for paying all taxes associated with Your purchases
10. TERM AND RENEWAL
This Agreement commences on the Effective Date and continues for 12 months. Upon the expiration, this Agreement will
automatically renew for successive one year terms at then current rates. Apparen will give You at least thirty (30) days prior written
notice of a rate increase, which shall be effective upon renewal and thereafter.
11. NON-PAYMENT, SUSPENSION, TERMINATION
Apparen reserves the right to suspend or terminate this Agreement and Your access to the Applications if Your account becomes
delinquent (falls into arrears) or if You have breached the terms of this Agreement in any manner. Delinquent invoices are subject
to interest of 1.5% per month on any outstanding balance, plus all expenses of collection.
Upon termination for cause, Your right to access or use the Application or data immediately ceases, and Apparen shall have no
obligation to maintain or forward any of Your data.
You may terminate this Agreement anytime. You agree to pay any fees incurred up to the date of termination. Apparen may
terminate this Agreement without cause by notifying You in writing at least thirty (30) days prior to the date of termination. You agree
and acknowledge that Apparen has no obligation to retain Your data and may delete Your data upon expiration or termination of the
12. DISCLAIMER OF WARRANTIES
All conditions, representations and warranties, other than those in this Agreement, are disclaimed by Apparen. In no event shall
either party’s aggregate liability exceed the amounts actually paid by and/or due from You in the twelve (12) month period
immediately preceding the event giving rise to such claim. In no event shall either party and/or its licensors be liable to anyone for
any indirect, punitive, special, exemplary, incidental, consequential or other damages of any kind (including loss of data, revenue,
profits, use or other economic advantage) arising out of or in any way connected with this Application and service.
Apparen does not represent or warrant to You that the Application(s) will meet Your requirements, will operate without interruption
or will be free from error.
13. INTERNET DELAYS
The Application may be subject to limitations, delays and other problems inherent in the use of the internet and electronic
communications. Apparen is not responsible for any delays, delivery failures or other damage resulting from such problems.
Apparen may give notice by means of an electronic mail to Your e-mail address on record. You may give notice to Apparen at any
time by emailing Us at info@Apparen.com.
15. ASSIGNMENT; CHANGE IN CONTROL
This Agreement may not be assigned by You without the prior written approval of Apparen, which shall not be unreasonably
withheld. This Agreement may be assigned without Your consent by Apparen to (i) a parent or subsidiary, (ii) an acquirer of assets,
or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Apparen shall give notice of
assignment and You shall have the right to terminate this agreement within 30 days of receiving said notice of the assignment.
Apparen may make changes to this Agreement from time to time. When changes are made, Apparen will make a new copy
available at our Application websites and at Apparen.com. You understand and agree that if You use the Application(s) after the
date on which the Agreement has changed, Apparen will treat Your use as acceptance of the updated Agreement.
This Agreement shall be governed by Illinois law and controlling United States federal law. This Agreement comprises the entire
agreement between You and Apparen and supersedes all prior or contemporaneous negotiations, discussions or agreements,
whether written or oral, between the parties regarding the subject matter contained herein.