Apex Studios Terms of Service

Terms of Service

1. AGREEMENT TO TERMSThese Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you") and Apex Studios ("the Contractor," "we," "us," or "our"), concerning your access, use of, employment of, or other utilization of any service or asset provided by vdEthann Studios (the “services”).YOUR AGREEMENT TO THESE TERMS IS NON-EXPIRING, AND YOU CANNOT TERMINATE YOUR AGREEMENT TO THESE TERMS UNDER ANY CIRCUMSTANCES UNLESS SPECIFICALLY AUTHORIZED IN WRITING BY THE CONTRACTOR.Supplemental terms and conditions or documents that may be posted from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.2. INTELLECTUAL PROPERTY RIGHTSUnless otherwise indicated, the services are our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, graphics, images, scripts, builds, bots, designs, plans, or other assets created by the Contractor (collectively, the "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions.Except as expressly provided in these Terms of Use, no part of the services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission or a registered license.3. PROHIBITED ACTIVITIESYou may not access or use the services or content for any purpose other than that for which we make them available. The services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.By agreeing to these terms, you agree not to:- Engage in any illegal or unethical activity or behavior deemed such by United States Federal Law and standards- Engage in any activity or behavior that is in violation of the Terms of Service, Community Guidelines, and any additional governing documentation that is mandated by the platform of which service is conducted- Engage in any scamming, fraud, misinformation, providing false information, lying, or other deceptive behavior- Ignore or fail to act on valid requests issued by the Contractor4. CONTRIBUTION LICENSE & PRIVACY POLICYYou agree that we may access, store, process, and use any information and personal data that you provide for any reason deemed appropriate by us, including, but not limited to: records, licenses, legal documentation, portfolio maintenance, and more.Anything you create, post, edit, share, advertise, or otherwise design as your own product are considered your “Contributions”.We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area. You are solely responsible for your Contributions and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.5. MANAGEMENTWe reserve the right, but not the obligation, to: (1) monitor and investigate you, your assets, and your organizations for violations of these terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of our content or services or any portion thereof; (4) otherwise manage the services and content in a manner designed to protect our rights and property and to facilitate the proper functioning of the services.6. OUR RIGHT TO TAKE ACTIONWe reserve the right, without limitation, in our sole discretion, to:- Submit a DMCA Takedown Request to a platform on which service is conducted- Demand that our intellectual property and unlicensed assets be removed from your creations, contributions, sites, platforms, servers, games, etc.- Suspend or terminate service- Notify your alliances, business partners, or other partners of our violations of these termsYou are prohibited from interfering with our right to take action in any regard.7. TERM AND TERMINATIONThese Terms of Use shall remain in full force and effect permanently, without expiration, unless otherwise noted by the Contractor. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES OR CONTENT, TO ANY PERSON OR ENTITY FOR ANY REASON OR FOR NO REASON. INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, CONTRACT, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION.IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, GROUP, OR ENTITY, THESE TERMS EXTEND TO THE ENTIRETY OF THE ORGANIZATION, GROUP, OR ENTITY AND ALL ITS MEMBERS. IF THE ORGANIZATION, GROUP, OR ENTITY IS SOLD, TRADED, OR OWNERSHIP IS TRASNFERED, THIS AGREEMENT DOES NOT TERMINATE, AND REMAINS IN EFFECT. BY ENTERING INTO ANY OWNERSHIP TRANSFER AGREEMENT, WRITTEN OR OTHERWISE ARRANGED, THE PURCHASING OR TRASNFERED PARTY ENTERS INTO THIS AGREEMENT.8. MODIFICATION AND INTERRUPTIONSWe reserve the right to change, modify, or remove the contents of the services or content at any time or for any reason at our sole discretion without notice. We also reserve the right to modify or discontinue all or part of the services without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the servicesWe cannot guarantee the services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the services and deadlines at any time or for any reason with or without notice to you.You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the services during any downtime or discontinuance of the Site.9. LEGAL PROCESSES & HANDLING BREACHES OF TERMSIn the event that a breach or violation of these terms occurs, we will make every effort to resolve disputes and breaches prior to taking action. If our attempts to resolve disputes and breaches to our satisfaction are unsuccessful, we cannot reach you, or we are ignored, the following can and will occur (in no particular order):A Digital Millenium Copyright Act (DMCA) Takedown Request can be submitted to the platform on which service is conducted. The purpose of this request is to obtain the removal of content that violates our intellectual property or copyright rights.A Copyright or other formal complaint issued to the platform on which service is conducted.A request to the platform for your personal legal information in compliance with a Mutual Legal Assistance Treaty (MLAT Request)Legal civil action, if all other attempts to resolve disputes are unsuccessful.When resolving disputes, attempts will be made to contact you. If we do not receive a response from you or an representative of you deemed acceptable by us within a period of 24 hours, you will be considered to have received our notice, ancknowledged it, and failed to reply. You will not be exempted from secondary action on the basis that you “did not receive a notice or message” after the 24 hour period.10. DISCLAIMERTHE SERVICES AND CONTENT ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES AND CONTENT WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES OR CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL LOSS OR LOSS OF ASSETS, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES OR CONTENT, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.11. LIMITATION OF LIABILITYIN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR ORBTER DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES OR CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.12. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURESVisiting websites, sending us emails, and completing online forms constitute consent to electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on Discord, satisfy any legal requirement that such communication be in writing.YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US.You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.13. PAYMENT AND COMPENSATION TERMSPayment and compensation for services and content is arranged in a separate document, or is arranged per work completed.You have 24 hours to award payment for work completed, unless otherwise declared in a payment arrangement or other mutually agreed upon documentation or arrangement. Failing to award payment after the appropriate time period is a breach of these terms.14. LICENSES AND RIGHTS OWNERSHIPAll content created by the Contractor is exclusively licensed to the contractor unless otherwise noted.When content is given free of charge, an UNPAID, ACTIVE license will be granted. UNPAID, ACTIVE licenses are non-exclusive, non-transferable, revocable, limitable, non-sublicenseable, and content used under this license must be attributed to the Contractor where appropriate.When content is paid for, a PAID, ACTIVE license is issued. This license is exclusive, non-transferable, non-sublicensable, revocable, and limitable.When content is officially passed onto ownership of another party, an OWNER license is issued. OWNER licenses are exclusive, editable, non-revocable, non-expiring, sublicenseable, and transferable to other parties.If a license is revoked or suspended, content under that license must be removed.All licenses are registered on a Trello board.Individuals or entities without a registered license at this website are expressly prohibited from using any content or services unless otherwise noted by the Contractor.15. PROTECTION OF INTELLECTUAL PROPERTYAll property created by the Contractor MAY NOT be reproduced, edited, copied, or otherwise altered unless otherwise noted by the Contractor.All property created by the Contractor must only be used for approved uses, and uses may be approved or disapproved at any time for any reason at the Contractor's sole discretion.16. MISCELLANEOUSThese Terms of Use and any policies or operating rules posted or shared by us or in respect to the services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the services.Additional policies provided on https://apex-terms.carrd.co are incorporated into these terms, and you agree to them as well.You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of legal name signing by the parties hereto to execute these Terms of Use.These terms extend to any and all future projects of which the Contractor conducts for you.If at any point these terms or other policies reference “vdEthann Studios”, that shall refer to “Apex Studios” as vdEthann Studios is the former name of Apex Studios.17. SUB-POLICIESApex Studios may create sub-policies to govern specific matters not defined in these terms.These sub-policies are supplemental to these terms and are agreed to by default any time an Apex Studios asset or service is used in any way, shape, or form- similar to the agreement to these terms.These sub-policies are accessible via the buttons attached below.

• Sub-policy on Discipline of Apex Studios
• Sub-policy on Usage of 3rd Party Assets
• Sun-policy on Contract
• Sub-Policy on Content Integrity

Sub-policy on Discipline of Apex Studios

17 § 1 | In the event that an employer decides to conclude, terminate, suspend, downgrade, or otherwise change in a deteriorating manner the employment of vdEthann and/or Apex Studios, the following conditions exist:- In the event that the action is deemed unreasonable or inappropriate by Apex Studios, service may be suspended or terminated- including services already paid for.- No aspect of the Terms of Service or additional policies will be limited or voided in any capacity.- All disciplinary action issued by employers to Apex Studios must be be communicated to Apex Studios directly, clearly, and in a professional, appropriate manner.

Sub-policy on Usage of 3rd Party Assets

In some cases, 3rd party assets or software may be used in the development of products, assets, or services created by Apex Studios.When 3rd party assets are used, they are used in compliance with the 3rd party's copyright policy, attribution requirements, they are always used in compliance with US Federal copyright law, as well as applicable international standards or provisions.Note: This policy DOES NOT exist to assert or guarantee that 3rd party assets will be used in the creation of your product/asset/service. If you wish to prohibit the usage of any 3rd party asset, you may make a request to Apex Studios via your developer- the result of which will be at the studio's discretion. However, most requests will be honored unless an extenuating circumstance exists.17 § 2 | Apex Studios reserves the right, in its sole discretion, to use any 3rd party assets in the creation of products or services, provided that all copyright and attribution policies are respected and followed, and no intellectual property rights of 3rd parties are infringed upon or otherwise violated.

Sub-policy on Contract

17 § 3 | When hiring vdEthann or an Apex Studios developer/employee to work in a development or senior leadership capacity, the hiring group or entity enters into an “Under Contract” capacity with Apex Studios. This contract capacity CANNOT be broken unless the hiring group is specifically released from the contract by vdEthann. The contract is simply an agreement to these terms in their entirety on behalf of the entire organization, even if the ownership of the organization changes.

Sub-policy on Content Integrity

17 § 4 | When not otherwise provided in these terms, vdEthann and Apex Studios are considered legally prohibited and barred from engaging or partaking in, by any means, any activity or attempt that is designed or executed in such a manner that is to cause the theft or otherwise unauthorized reproduction or usage of your assets and content.vdEthann and Apex Studios may only ever use pieces of content that they are expressly authorized to use. Content will only be used when all secondary policies and attribution requirements are met as well.