Terms of Use Agreement      

Last Modified: March 14, 2025

This Terms of Use (“Terms”) are entered into by and between you or the company that you represent (“you”) and Asset Performance Networks, LLC ("Company," “AP-Networks,” "we," or "us") and govern your access to and use of the content, functionality, and services available on or through ap-learningsystems.com, including any additional content, functionality, and services offered on or through https://www.ap-learningsystems.com (individually and collectively, the “Portal”). PLEASE READ THESE TERMS CAREFULLY BEFORE YOU ACCESS OR USE THE PORTAL. BY USING THE PORTAL OR BY CLICKING TO ACCEPT OR AGREE TO THE TERMS AS A CONDITION TO ACCESSING THE PORTAL, YOU ACCEPT AND AGREE TO BE BOUND AND TO ABIDE BY THESE TERMS AND OUR PRIVACY POLICY, FOUND AT AP-NETWORKS PRIVACY POLICY AND INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT WANT TO AGREE TO THESE TERMS OR TO THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE PORTAL.

The Portal is offered and available to users who are eighteen (18) years of age or older. By using or accessing the Portal, you represent and warrant that you are of legal age to form a binding contract with the Company and agree to be bound by these Terms and by the Privacy Policy. If you do not meet all of these requirements, you must not access or use the Portal.

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Portal thereafter. Your continued use of or access to the Portal following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page from time to time so that you are aware of any changes.

Data
You own any and all data submitted by you to the Portal. You hereby grant the Company and its successors a nontransferable, nonexclusive, perpetual license to access and use the data that you provide to the Portal for its internal business purposes, to optimize existing algorithms, features, or functionality, or otherwise to modify, improve, or enhance the Portal.

Accessing the Portal / Account Security
We reserve the right to withdraw your use of or amend the Portal and any service or material we provide on either, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Portal is unavailable at any time or for any period. From time to time, we may restrict access to some parts of or the entire Portal to users, including registered users of the Portal. You are responsible for making all arrangements necessary for you to have access to the Portal.

To access the Portal or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Portal that all the information you provide, if applicable, is correct, current, and complete. You agree that all information you provide to register with the Portal or otherwise, including, but not limited to, any interactive features on the Portal, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Portal or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information or access the Portal using your account credentials after you.

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

Intellectual Property Rights
The Portal and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are or may be protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms permit you to use the Portal for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Portal, except as follows:

• Your computer may temporarily store copies of such materials in random access memory (RAM) incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.

You must not:

• Modify copies of any materials from the Portal.
• Use any illustrations, photographs, video or audio sequences, or any graphics for any commercial purpose whatsoever, and in no event may you use such materials separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Portal.
  

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Portal in breach of these Terms, your right to use the Portal will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Portal or any content on the Portal is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Portal not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

Trademarks
The Company name as well as the term “AP-Networks,” the Company logos and taglines, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Portal are the trademarks of their respective owners. Any reference you make to the Company’s materials, in written form or orally, must include attribution to the Company.

Prohibited Uses
You may use the Portal only for lawful purposes and in accordance with these Terms. You agree not to use the Portal:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
  
• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
  
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Portal, or which, as determined by us, may harm the Company or users of the Portal, or expose them to liability.
  

Additionally, you agree not to:

• Use the Portal in any manner that could disable, overburden, damage, or impair the Portal or interfere with any other party's use of the Portal, including their ability to engage in real time activities through the Portal.
• Use any robot, spider, or other automatic device, process, or means to access the Portal for any purpose, including monitoring or copying any of the material on the Portal or contained within the Portal.
• Use any manual process to monitor or copy any of the material on the Portal or for any other purpose not expressly authorized in these Terms, without our prior written consent.
  
• Use any device, software, or routine that interferes with the proper working of the Portal.
  
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Portal, the server on which the Portal is stored, or any server, computer, or database connected to the Portal.
  
• Attack the Portal via a denial-of-service attack or a distributed denial-of-service attack.
  
• Otherwise attempt to interfere with the proper working of the Portal.

User Contributions
The Portal may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "Post") content or materials (collectively, "User Contributions") on or through the Portal.

Any User Contribution you post will be considered non-confidential and non-proprietary. By providing any User Contribution, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns, the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose. You represent and warrant that you own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns. You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Portal.

Monitoring and Enforcement; Termination
We have the right to:

• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
  
• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Portal or the public, or could create liability for the Company.
  
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
  
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Portal.
  
• Terminate or suspend your access to all or part of the Portal for any reason or for no reason, including without limitation, any violation of these Terms.
  

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Portal. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE COMPANY, SUCH PARTIES, OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all material before it is posted on the Portal and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Copyright Infringement
If you believe that any User Contributions violate your copyright, please contact us (info@ap-networks.com) for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers.

Reliance on Information Posted
The information presented on or through the Portal is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Portal, or by anyone who may be informed of any of its contents. The Portal may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Portal
We may update the content on the Portal from time to time, but its content is not necessarily complete or up to date. Any of the material on the Portal may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits
All information we collect on the Portal is subject to our Privacy Policy. By using the Portal, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Links from the Portal
If the Portal contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party Portals linked to this Portal, you do so entirely at your own risk and subject to the terms and conditions of use for such Portals.

Third Party Services
You understand, acknowledge, and agree that access to the Portal may depend upon the services of third parties that are under contract with the Company to provide internet access and/or cloud-based or distributed access services (each, a “Third Party Service Provider”), and that your use of or access to the Portal may be subject to additional terms and conditions imposed by such third parties. The Company makes no representations or warranties regarding the services provided by such Third Party Service Providers, and you acknowledge and agree that your use of and access to the Portal shall comply at all times with the use restrictions and other terms and conditions specified by such Third Party Service Providers, to the extent that those terms and conditions are more restrictive than those set forth herein.

Geographic Considerations
The Company makes no representation that the Portal or any content is appropriate for, or may be legally accessed, downloaded, or used by, persons residing in any particular country or jurisdiction. We provide the Portal and access to the Portal for use only by persons who are legally capable of contracting with the Company in the jurisdiction from which such persons are accessing the Portal. Access to the Portal may not be legal by certain persons or in certain countries; accordingly, if you gain access, you do so on your own initiative and are responsible for compliance with any applicable local laws, regulations, or ordinances. You may not use or export or re-export the materials on or accessible through the Portal or any copy or adaptation, in violation of any applicable laws or regulations, including without limitation, United States export laws and regulations, or those export laws or regulations that are applicable in your particular jurisdiction.

Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Portal will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti- virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PORTAL OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PORTAL OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY PORTAL LINKED TO IT.

YOUR USE OF THE PORTAL, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PORTAL IS AT YOUR OWN RISK. THE PORTAL, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PORTAL ARE PROVIDED STRICTLY AND EXCLUSIVELY ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PORTAL OR WITH RESPECT TO THE CONTENT ACCESSIBLE VIA THE PORTAL. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PORTAL, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PORTAL WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE DO NOT INFRINGE THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS OR ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PORTAL OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PORTAL WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE THE PORTAL, ANY PORTALS LINKED TO IT, ANY CONTENT ON THE PORTAL OR SUCH OTHER PORTALS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IN NO EVENT SHALL AP-NETWORKS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU TO ACCESS THE PORTAL.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or our Privacy Policy, or arising out of or relating to your use of the Portal, including, but not limited to, your User Contributions, any use of the Portal's content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Portal.

Governing Law and Jurisdiction
All matters relating to the Portal or these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Maryland without giving effect to any choice or conflict of law provision or rule (whether of the State of Maryland or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Portal shall be instituted exclusively in the federal courts of the United States or the courts of the State of Maryland, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country or jurisdiction. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Arbitration
At Company's sole discretion, we may require you to submit any disputes arising from these Terms or use of the Portal, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under Maryland law.

Limitation on Time to File Claim
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE PORTAL MUST BE COMMENCED WITHIN THREE (3) MONTHS AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability
No waiver by the Company of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms, as the case may be, will continue in full force and effect.

Entire Agreement
These Terms, the Privacy Policy, and any other written agreement with the Company under which you are granted access to the Portal, constitute the sole and entire agreement between you and the Company regarding the Portal and other features of the Portal and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Portal or access to the Portal. In the event of a conflict between these Terms and the terms and conditions of such other agreement, these Terms shall prevail, but only to the extent of such conflict.