Terms and Conditions - Positively Apex

Positively Apex Website Terms and Conditions (“Terms”)

Please read the following Terms carefully before using Triple L Marketing, LLC D/B/A Positively Apex’s (“Positively Apex”, “our” or “we”) website, positivelyapex.com, including but not limited to the www.positivelyapex.com website, as well as any online features, services and programs offered by Positively Apex (collectively, the “Website”). By accessing or using the Website, you agree to the following Terms. You should review these Terms regularly as they may change at any time at the sole discretion of Positively Apex. If you do not agree to any portion of these Terms, you should not access or otherwise use the Website. “Content” refers to any text, materials, documents, images, graphics, logos, design, audio, video and any other information provided from or on, uploaded to and/or downloaded from the Website.

We will make an effort to update this web page with any changes to these Terms or to the services described in these Terms and you are encouraged to review these Terms frequently (the date of the most recent revision to these Terms appear at the end of these Terms).

Terms related to Online Account Access to your accounts that you have with Positively Apex (each an “Account”) is set forth in Paragraph 3 herein.

CONVENIENCE AND INFORMATION ONLY; ACCEPTANCE OF TERMS. By merely providing access to the Website, Positively Apex does not warrant or represent that: (a) the Content is accurate, complete, up-to-date or current; (b) Positively Apex has any obligation to update any Content; (c) the Content is free from technical inaccuracies or typographical errors; (d) that the Content does not infringe on the intellectual property rights of any third party; (e) that the Content is free from changes caused by a third party; (f) your access to the Website will be free from interruptions, errors, computer viruses or other harmful components; and/or (g) any information obtained in response to questions asked through, or postings made on, the Website is accurate or complete. Your use of the Website and the services offered therein are subject to federal law, the law of the state where Positively Apex maintains your Account, or, if Positively Apex transfers your Account to another location, where Positively Apex currently maintains your Account (“Applicable Law”).

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms. In any case, you affirm that you are over the age of 13, as THE WEBSITE IS NOT INTENDED FOR CHILDREN UNDER 13.

SITE USE AND CONTENT. You may view, copy or print pages from the Website solely for personal, non-commercial purposes. You may not otherwise use, modify, copy, print, display, reproduce, distribute or publish any information from the Website without the express, prior, written consent of Positively Apex. At any time, we may, without further notice, make changes to the Website, to these Terms and/or to the services described in these Terms.
USER ACCOUNT, PASSWORD, SECURITY AND ELECTRONIC ACCOUNT SERVICES.

(a) DEFINITIONS. The following definitions govern the terms of this Paragraph 3 and as used elsewhere in these Terms:

Bill Payment Cutoff Time means 5:00 p.m. eastern Time on any Business Day and is the time by which you must transmit Payment Instructions for such Payment Instructions to be considered effective for that particular Business Day.

Business Day means every day except Saturdays and Sundays and federal holidays.

Payment Account means your personal or business checking, savings, or money market account from which Positively Apex bill payments for your Accounts may be made by you. Positively Apex recommends that you confirm with your banking institution any fees that you may be changed for bill payments from your Payment Account before designating a banking account as a Payment Account (that is, your money market account may permit a limited number of transfers before fees are imposed).

Payee means Positively Apex or its subsidiary to which you direct a payment.

Payment Instructions means the information provided by you for a bill payment to be made to Payee (i.e., banking account number, ABA number, payment date, payment amount, and any additional information).

Payment Due Date means the Business Day of your choice and as designated by you upon which your payment will be received by Payee and your Payment Account will be debited. Note: Your Payment Due Date may be no later than the “Due Date” set by Positively Apex for your most current bill.

Pending Bill Payment means a pending bill payment authorized by you through the Online Service that has not been debited to your Payment Account.

(b) ONLINE ACCOUNT ACCESS. For certain types of features available through the Website, including the Online Account Access features (the “Online Service”), we require the use of encryption technologies provided for your protection and your use of a user identification name (“User ID”) and password after setting up a user account (“User Account”). The Online Service is available by clicking on the Online Account Access login at www.positivelyapex.com. For self-enrollment, you must provide Account-specific information to authenticate yourself (e.g., Account owner name and address, Account number and meter number). You will be asked Account-specific information to authenticate yourself. In these Terms, “you” and “your” refer to each person, or, if applicable, the entity who is an owner, signer, or has unrestricted access to a User Account and each person that uses the Online Service with your permission (“Authorized User”). You may never use another person’s User Account and/or User ID without permission. When your Online Service is linked to one or more Accounts, Positively Apex may act on the oral, written, or electronic instructions of any authorized signer regarding your service for those Accounts. It is your responsibility to notify Positively Apex if an Authorized User should no longer be given access to an Account through the Online Service.

(c) USER ACCOUNT AND PASSWORD. We use reasonable precautions to protect the privacy of your User ID, password and User Account information by utilizing a Secure Socket Layer (“SSL”) connection. Accordingly, your User ID, password and User Account information are encrypted using an SSL connection and are not expected to be read in an intelligible form as they travel to the Website. You, however, are ultimately responsible for protecting your User ID, password and User Account information from disclosure to third parties, and you are not permitted to circumvent the use of required encryption technologies. You are required to take reasonable precautions to safeguard your User ID and password. You agree to never leave your computer unattended while using the Online Service and to always exit the Online Service by clicking on “Log Out.” You also agree to immediately notify Positively Apex of any unauthorized use of your User ID, password and/or User Account, or any other breach of security by email at hello@positivelyapex.com, or through the online message center (if applicable). You are solely responsible for any activity that occurs with respect to your User Account and User ID. While we provide certain encryption technologies and use other reasonable precautions to protect your confidential information and provide suitable security, we do not and cannot guarantee or warrant that information transmitted through the Internet is secure, or that such transmissions are free from delay, error, interception or interruption.

(d) RELIANCE BY POSITIVELY APEX. You authorize Positively Apex to rely on your User ID and password to identify you when you use the Online Service, and as signature authorization for any payment made using the Online Service. You acknowledge and agree that you are responsible for all payments you make using the Online Service and for paying any and all late charges or penalties. You also acknowledge and agree that if you permit another person or persons to use the Online Service or give them your User ID and/or password, you are responsible for any payment that person makes to your Account, even if the person exceeds your authorization. You agree that Positively Apex may comply with the Payment Instructions entered by any person using your User ID and Password, subject to the terms set forth more fully below in the Unauthorized Payments section of these Terms.

(e) SECURITY. Positively Apex is committed to protecting the security and confidentiality of information about you and your Account and User Account. Positively Apex uses, and may in the future use, several different security methods to protect your Account and User Account information, including:

You can only access the Online Service with certain browsers that have high security standards.

If the Online Service does not recognize your computer, you will be prompted to answer one of your challenge questions to verify your identity.

The Online Service will automatically log off if prolonged periods of inactivity occur.

Your session will terminate if you navigate away from the Online Service to another website.

(f) ELECTRONIC COMMUNICATION.

(i) Email and Online Message Center. When you enroll in the Online Service, you must designate a primary email address that will be used for receiving electronic communication. To the extent that Positively Apex maintains an online message center now or in the future, such exchange of communications shall be considered an electronic communication and may be utilized by Positively Apex for providing you notices pursuant to these Terms, as required by Applicable Law (as permitted) or generally regarding your Accounts with Positively Apex. Positively Apex will NEVER send you email requesting confidential information such as Account numbers, usernames, or passwords and you should NEVER respond to any email requesting such information. If you receive such an email purportedly from Positively Apex, do not respond to the email and notify Positively Apex by email to hello@positivelyapex.com.

(ii) Usage of Electronic Communication. By your enrollment in the Online Service, you agree to receive these Terms and any disclosures or notices required by Applicable Law and all other communications electronically to the email address you designate in your account profile. You also agree that Positively Apex may respond to any communication you send to Positively Apex with an electronic communication, regardless of whether your original communication with Positively Apex was an electronic communication. Any electronic communication Positively Apex sends to you will be considered received within one (1) calendar day of the date such communication is sent by computer servers utilized by Positively Apex to the email address you designate in your account profile or posted to Positively Apex’s online message center (if applicable). To the extent permissible under Applicable Law, any electronic communication you send to Positively Apex will not be effective until Positively Apex has had a reasonable opportunity to act on the electronic communication. You should not rely on electronic communication if you need to communicate with Positively Apex immediately and, in no event, should your sole method of communication with Positively Apex regarding any emergency be by electronic communication. Positively Apex strongly suggests that you report all matters requiring immediate attention to Positively Apex by email at hello@positivelyapex.com. Positively Apex may require you to provide written confirmation of any verbal or electronic notice of alleged error by Positively Apex.

(g) PAYMENTS. You authorize Positively Apex to debit your Payment Account and remit funds on your behalf to the Payee. When Positively Apex receives a Payment Instruction, you have authorized Positively Apex to debit your Payment Account and remit funds on your behalf so that the funds arrive as close as reasonably possible to the Payment Due Date as designated by you. You also authorize Positively Apex to credit your Payment Account for payments returned to you Positively Apex.

(h) DISCLOSURE OF ACCOUNT INFORMATION. Positively Apex will not disclose any information to third parties about you, including email addresses, or your Account, except in the situations described below or as otherwise set forth in Positively Apex’s Privacy Policy located at www.Positively Apex.com/privacy. We will disclose such information:

where disclosure is necessary for completing payments, or to resolve a problem related to a payment;

to verify the condition and existence of your Account for a third party, such as a credit bureau or merchant;

to persons authorized by law in the course of their official duties;

to a consumer reporting agency as defined by Applicable Law;

to comply with a government agency or court order, such as a lawful subpoena;

to Positively Apex employees, auditors, service providers, attorneys or collection agents in the course of their duties; or

if you give Positively Apex written permission (including by email).

(i) INSUFFICIENT FUNDS TO COMPLETE BILL PAYMENT. You must have sufficient available funds in your Payment Account on the Payment Due Date. If your Payment Account has insufficient funds, the Bill Payment will not be completed. Should a Bill Payment fail because of insufficient funds in your Payment Account, an amount equal to Positively Apex’s Returned Payment Fee then in effect will be applied to your Account.

(j) POSITIVELY APEX’S LIABILITY FOR FAILURE TO COMPLETE BILL PAYMENTS. If Positively Apex debits your Payment Account incorrectly, Positively Apex will be responsible for returning the improperly debited funds to your Payment Account. If Positively Apex does not complete a Bill Payment from your Payment Account on time or in the correct amount in accordance with your Payment Instructions, Positively Apex will be liable for the actual charges incurred by you, to the extent required by Applicable Law and in any event subject to paragraph 5 herein. However, Positively Apex will not be liable in the following situations:

You did not properly follow the provisions of these Terms, the online instructions for the Online Service, or other instructions for making a payment;

Through no fault of Positively Apex, you have insufficient funds in your Payment Account to make a payment;

Your computer, the software, phone lines, Positively Apex’s computer system or the Online Service were not working properly or were temporarily unavailable, and this problem was or reasonably should have been apparent to you when you attempted the payment or you were advised by the Online Service of the malfunction before you executed the payment;

Circumstances beyond our control prevented the payment, despite reasonable precautions that we have taken, including telecommunications outages, fires, floods, or other natural disasters;

Positively Apex has reasonable basis to believe that unauthorized use of your User ID, Password, or User Account or Account has occurred or may be occurring;

Positively Apex or you has terminated your Online Service or closed your Account to which the User ID was linked;

You have supplied your login information to another party; or

For any other reason specified in these Terms or any other agreement Positively Apex has with you.

(k) ACCURATE INFORMATION. In creating and using your User Account on the Website, you agree to: (i) provide true, accurate, current and complete information about yourself on any registration form required on the Website (such information being the “Registration Data”); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Positively Apex has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Positively Apex has the right to suspend or terminate your User Account and refuse any and all current or future use of your User Account.

(l) TERMINATION OF ACCOUNT. Positively Apex reserves the right to terminate your use of the Online Service for any reason including inactivity and at any time without notice to you. You have the right to terminate your use of the Online Service by emailing Positively Apex at hello@postivelyapex.com or by writing to Positively Apex at the address provided at the end of these Terms. Any termination of your use of the Online Service, whether initiated by you or by Positively Apex, will not affect any of your or company’s rights and obligations under these Terms that have arisen before the effective date of such termination.

(m) RELATED AGREEMENTS. Your Account linked to the Online Service will also be governed by the agreements, disclosures, Positively Apex’s service tariff in your area, and other documents provided to you in connection with the opening of your Account, as they may be amended periodically. If any inconsistency exists between such other documentation and these Terms, then these Terms shall control to the extent of inconsistency.

(n) ERRORS OR QUESTIONS ABOUT BILL PAYMENTS. In case of errors or questions about Bill Payments, you should notify Positively Apex at once at by email at hello@positivelyapex.com, or through the online message center (if applicable).

DISCLAIMERS.

(a) NO WARRANTIES; INDEMNIFICATION. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE, THE ONLINE SERVICE AND THE CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. Positively Apex PROVIDES THE WEBSITE AND THE ONLINE SERVICE ON A COMMERCIALLY REASONABLE BASIS AND Positively Apex MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE WEBSITE, THE ONLINE SERVICE, THE CONTENT OR ANY SERVICES OFFERED IN CONNECTION WITH THE WEBSITE ARE OR SHALL REMAIN UNINTERRUPTED OR ERROR-FREE, THE CONTENT SHALL BE NON-INFRINGING ON ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS, THAT DEFECTS SHALL BE CORRECTED, THAT THE WEB PAGES ON THE WEBSITE, THE ONLINE SERVICE, ANY ELECTRONIC COMMUNICATION OR THE SERVERS USED IN CONNECTION WITH THE WEBSITE ARE OR SHALL REMAIN FREE FROM ANY VIRUSES, WORMS, TIME BOMBS, DROP DEAD DEVICES, TROJAN HORSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY PERSON USING THE WEBSITE WILL BE THE PERSON THAT HE OR SHE REPRESENTS HIMSELF OR HERSELF TO BE. Positively Apex DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE WEBSITE AND/OR THE ONLINE SERVICE AT TIMES OR LOCATIONS OF YOUR CHOOSING, OR THAT Positively Apex SHALL HAVE ADEQUATE CAPACITY FOR THE WEBSITE AND/OR THE ONLINE SERVICE AS A WHOLE OR IN ANY SPECIFIC GEOGRAPHIC AREA.

(b) INDEMNIFICATION. You agree to defend, indemnify and hold Positively Apex and its affiliates, subsidiaries, owners, directors, officers, employees and agents harmless from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, damages, expenses and costs (including without limitation reasonable attorneys’ fees) assessed or incurred by Positively Apex, directly or indirectly, with respect to or arising out of: (i) your failure to comply with these Terms; (ii) your breach of your obligations under these Terms; (iii) your use of the rights granted hereunder, including without limitation any claims made by any third parties; and/or (iv) your violation of any third party right, including without limitation any copyright, property, or privacy right.

LIMITATION OF LIABILITY. POSITIVELY APEX’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF THE WEBSITE, THE ONLINE SERVICE AND/OR ANY SERVICE PROVIDED IN CONNECTION WITH THE WEBSITE SHALL BE THE CANCELLATION OF YOUR USER ACCOUNT WITH POSITIVELY APEX. EXCEPT FOR THE ACTUAL CHARGES DESCRIBED IN PARAGRAPH 3(L) ABOVE, IN NO EVENT WILL POSITIVELY APEX BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE WEBSITE OR ANY SERVICE PROVIDED IN CONNECTION WITH THE WEBSITE, THE ONLINE SERVICE AND/OR ANY SERVICE PROVIDED IN CONNECTION WITH THE WEBSITE, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE WEBSITE, THE ONLINE SERVICE AND/OR ANY SERVICE PROVIDED IN CONNECTION WITH THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE, THE ONLINE SERVICE OR ANY SERVICE PROVIDED IN CONNECTION WITH THE WEBSITE, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR COMPUTER SERVERS OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, THE ONLINE SERVICE AND/OR ANY SERVICE PROVIDED IN CONNECTION WITH THE WEBSITE, OR (E) ANY VIRUSES, WORMS, TIME BOMBS, DROP DEAD DEVICES, TROJAN HORSES OR OTHER HARMFUL COMPONENTS THAT MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE, THE ONLINE SERVICE AND/OR ANY SERVICE PROVIDED IN CONNECTION WITH THE WEBSITE BY ANY THIRD PARTY OR FOR ANY LOSS OR DAMAGE OF ANY KIND. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS POSITIVELY APEX’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
PRIVACY. Personal data that you provide regarding yourself will be handled in accordance with Positively Apex’s Privacy Policy located at www.Positively Apex.com/privacy.
THIRD PARTY CONTENT.

(a) Positively Apex may provide hyperlinks to other websites maintained by third parties, or Positively Apex may provide third party content on the Website by framing or other methods. THE LINKS TO THIRD PARTY WEBSITES ARE PROVIDED FOR YOUR CONVENIENCE AND INFORMATION ONLY. THE CONTENT ON ANY LINKED WEBSITE IS NOT UNDER POSITIVELY APEX’S CONTROL AND Positively Apex IS NOT RESPONSIBLE FOR THE CONTENT OF LINKED WEBSITES, INCLUDING ANY FURTHER LINKS CONTAINED IN A THIRD PARTY WEBSITE. IF YOU DECIDE TO ACCESS ANY OF THE THIRD PARTY WEBSITES LINKED TO THE WEBSITE, YOU DO SO ENTIRELY AT YOUR OWN RISK.

(b) If a third party links to the Website, it is not necessarily an indication of an endorsement, authorization, sponsorship, affiliation, joint venture or partnership by or with Positively Apex. In most cases, Positively Apex is not even aware that a third party has linked to the Website. A website that links to the Website: (i) may link to, but not replicate, Positively Apex’s Content; (ii) may not create a browser, border environment or frame Positively Apex’s Content; (iii) may not imply that Positively Apex is endorsing it or its products; (iv) may not misrepresent its relationship with Positively Apex; (v) may not present false or misleading information about Positively Apex’s products or services; and (vi) should not include content that could be construed as distasteful, offensive or controversial, and should contain only Content that is appropriate for all age groups.

COPYRIGHT AND TRADEMARKS. The trademarks, service marks and logos used and displayed on the Website are Positively Apex’s, or its subsidiaries’ or affiliates’, registered and unregistered trademarks. Positively Apex is the copyright owner or authorized licensee of all text and all graphics contained on the Website. All trademarks and service marks of Positively Apex that may be referred to on the Website are the property of Positively Apex. Other parties’ trademarks and service marks that may be referred to on the Website are the property of their respective owners. Nothing on the Website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of Positively Apex’s trademarks or service marks without Positively Apex’s prior written permission. Positively Apex aggressively enforces its intellectual property rights. Neither the name of Positively Apex nor any of Positively Apex other trademarks, service marks or copyrighted materials may be used in any way, including in any advertising, hyperlink, publicity or promotional materials of any kind, whether relating to the Website or otherwise, without Positively Apex’s prior written permission, except that a third party website that desires to link to the Website and that complies with the requirements of Paragraph 7(b) above may use the name “Positively Apex” in or as part of that URL link. If you believe that any Content on the Website violates any intellectual property right of yours, please contact Positively Apex at the address, email address or telephone number set forth at the bottom of these Terms.
LOCAL LAWS. Positively Apex makes no representation that content or materials in the Website are appropriate or available for use in jurisdictions outside the United States. Access to the Website from jurisdictions where such access is illegal is prohibited. If you choose to access the Website from other jurisdictions, you do so on your own initiative and are responsible for compliance with applicable local laws. Positively Apex is not responsible for any violation of law. You may not use or export the Content or materials in the Website in violation of U.S. export laws and regulations. You agree that the Website, these Terms and the Online Service shall be interpreted and governed in accordance with federal law and, to the extent not preempted by federal law, with the laws of the state where Positively Apex maintains your Account, or, if Positively Apex transfers your Account to another location, where Positively Apex currently maintains your Account. The Website and the Online Service shall be deemed a passive website and service that does not give rise to personal jurisdiction over Positively Apex, either specific or general, in jurisdictions other than the states covered by the preceding sentence. You agree and hereby submit to the exclusive personal jurisdiction of the state and federal courts located where Positively Apex maintains your Account, or, if Positively Apex transfers your Account to another location, where Positively Apex currently maintains your Account. You further agree to comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which you reside (if different from the United States).
AVAILABILITY. Information that Positively Apex publishes in the Website may contain references or cross-references to products, programs or services of Positively Apex that are not necessarily announced or available in your area. Such references do not mean that Positively Apex will announce any of those products, programs or services in your area at any time in the future. You should contact Positively Apex for information regarding the products, programs and services that may be available to you, if any.
NON-TRANSFERABILITY OF USER ACCOUNT. User Accounts and User IDs are non-transferable, and all users are obligated to take preventative measures to prohibit unauthorized users from accessing the Website with his or her User ID and password. You may not assign these Terms, in whole or in part, or delegate any of your responsibilities hereunder to any third party. Any such attempted assignment or delegation will not be recognized by Positively Apex unless acknowledge by Positively Apex in writing. Positively Apex has no obligation to provide you with written acknowledgment. Positively Apex may, at any time and in its sole discretion, assign these Terms, in whole or in part, or delegate any of our rights and responsibilities under these Terms to any third party or entity.
TERMINATION OF SERVICE. We may terminate your User Account or right to access secured portions of the Website at any time, without notice, for conduct that we believe violates these Terms and/or is harmful to other users of the Website, to Positively Apex, to the business of the Website’s Internet service provider, or to other information providers.
CUSTOMER COMMENTS. We welcome the submission of comments, information or feedback through the Website. By submitting information through the Website, you agree that the information submitted shall be subject to the Positively Apex Website Privacy Policy located at www.positivelyapex.com/privacy.
MISCELLANEOUS. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Positively Apex’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. These Terms and the Positively Apex Website Privacy Policy located at www.Positively Apex.com/privacy are the entire agreement between you and Positively Apex with respect to your use of the Website and the Online Service, and supersede any and all prior communications and prior agreements, whether written or oral, between you and Positively Apex regarding the Website and the Online Service.

Your Consent To This Agreement

By accessing and using the Website, you consent to and agree to be bound by the terms of the foregoing Terms. If we decide to change these Terms, we will make an effort to post those changes on the web page so that you will always be able to understand the terms and conditions that apply to your use of the Website and/or the Online Service. Your use of the Website and/or the Online Service following any amendment of these Terms will signify your assent to and acceptance of its revised terms.

If you have additional questions or comments of any kind, or if you see anything on the Website that you think is inappropriate, please let us know by email hello@positivelyapex.com or by sending your comments to:

Positively Apex

Attn: Leslie Lockhart

PO Box 1684

Apex, North Carolina 27502

hello@positivelyapex.com

EFFECTIVE AS OF January 1, 2023

LAST UPDATED: January 1, 2023

Service Website Terms and Conditions

This website (the “Website”) is owned and operated by Triple L Marketing, LLC D/B/A Positively Apex., a North Carolina Limited Liability Company. (“Positively Apex”). The Terms and Conditions set forth below (the “Terms”) govern the use of the Website. Positively Apex reserves the right to change the Terms at any time, at its sole discretion, without advance notice.

Acceptance of our Terms

By accessing, viewing and otherwise using any of the information contained on the Website, you agree to be bound by the Terms. You understand, agree and acknowledge that the Terms constitute a legally binding agreement between you and Positively Apex and that your use of the Website indicates your acceptance of all of the Terms.

Proprietary Rights and Confidentiality

You acknowledge and agree that the Website contains proprietary and confidential information, including but not limited to trademarks, service marks and patents protected by applicable law. You may view and copy of portions of its content for offline, personal, non-commercial use, no content of the Website may be sold, copied, altered, reproduced or distributed without our prior written permission, which we may withhold for any reason. Any third-party trademarks, service marks, logos and other intellectual properties are the property of their respective owners. Any further rights not specifically granted herein are reserved.

Data Security

Because Internet email typically is not secure, you should not include any confidential information in any email you send us. In addition, Positively Apex cannot ensure and does not warrant the security of any information sent to us by you, and you do so at your own risk. Once Positively Apex receives information from you, we will use commercially reasonable efforts to ensure its security but we do not accept liability for unintentional disclosure. Positively Apex will use your email address for correspondence purposes only. Although Positively Apex will in most circumstances be able to receive your email or other information provided through the Website, Positively Apex cannot guarantee that it will receive all such email or other information timely and accurately, and Positively Apex will not be legally obligated to read, act on, or respond to any such email or other information.

Termination of Agreement

The Terms will continue to apply in perpetuity until changed or terminated by Positively Apex, and Positively Apex may do so without notice at any time and from time to time for any reason.

No Warranties, Etc.

You understand and agree that your use of the Website is entirely at your own risk and that our services are provided “As Is.” Positively Apex does not make any express or implied warranties, endorsements or representations of any kind whatsoever as to the operation of the Website, or as to the information, content and materials contained therein. Without limiting the foregoing, Positively Apex hereby disclaims all implied warranties of merchantability and fitness for a particular purpose and non-infringement, and warranties that access to or use of the Website will be uninterrupted or error-free or that defects in the Website will be corrected, or that the server from which the Website is accessed is free from viruses, worms, Trojan horses, or other harmful components. Positively Apex assumes no responsibility for, and shall not be liable for, any damages or expenses you may incur as a result of any inaccuracy, incompleteness or obsolescence of any information contained in the Website. All services and programs described on or through the Website are subject to availability and are subject to change at any time. If you access the Website from outside the United States, you are responsible for compliance with foreign and local laws. All content and other information set forth on the Website is provided with the understanding that the authors, publishers and distributors are not rendering legal, accounting or other professional advice or opinions on your specific facts and Positively Apex does not assume any liability whatsoever with respect thereto. Positively Apex is not responsible for any opinions and views of persons or entities other than Positively Apex.

Limitation of Liability

You understand and agree that Positively Apex and its subsidiaries and affiliates shall in no event be liable for any direct, indirect, incidental, consequential or exemplary damages relating to the Website. This shall include, but not be limited to damages for loss of profits, business interruption, business reputation or goodwill, loss of programs or information or other intangible loss. The above limitation shall apply whether or not Positively Apex has been advised of or should have been aware of the possibility of such damages. In jurisdictions where the exclusion or limitation of liability for consequential or incidental damages is not allowed the liability of Positively Apex is limited to the greatest extent permitted by law. You agree that no joint venture, partnership, employment or agency relationship exists between you and Positively Apex as a result of the Terms or your use of the Website.

External Content

The Website may include hyperlinks to third-party content or websites. You acknowledge and agree that Positively Apex is not responsible for and does not endorse any information, advertising, products or resources available from third-party content or websites. Positively Apex will not be responsible for the illegality of, or any error in accuracy in, any third-party content, information, materials or websites.

Jurisdiction

You expressly understand and agree: (a) that the Terms shall be governed by and construed in accordance with the laws of the State of North Carolina; and (b) to submit to the personal and exclusive jurisdiction of the courts of Wake County, North Carolina, to resolve any legal matter arising from or related to your use of the Website. If the court of law having jurisdiction rules that any provision of the Terms is invalid, illegal or unenforceable, then that provision will be removed from the Terms and the remaining Terms will continue to be valid.

Entire Agreement

You understand and agree that the Terms constitute the entire agreement between you and Positively Apex with respect to the Website. The Terms supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and Positively Apex with respect to the Website. You may be subject to additional terms and conditions when you use, purchase or access other services, affiliate services or third-party content or material.

Modification of the Terms

Positively Apex reserves the right to modify the Terms from time to time at its sole discretion and without any notice. Changes to the Terms become effective when they are posted and your continued use of the Website after any changes to the Terms will signify your agreement to be bound by them.

Social Media Website Terms of Service

Effective Date and Time: January 1, 2023

Who We Are—We are the social media website called “Positively Apex” (the “Website”) and we are owned and operated by Positively Apex, a North Carolina Limited Liability Company.
What Services We Provide—We allow our users to communicate with each other over the Internet and share messages, photos and videos and other information (collectively the “Services”). The Services are protected by copyright, trademark, and other laws of both the United States and other countries.
Use of the Services—You may use the Services only if you are at least 13 years old and agree to these terms of service (the “Terms of Service”). You may need to create an account to use some of the Services. You are responsible for safeguarding your account. If you are accepting the Terms of Service and using the Services on behalf of a company, organization, government or other entity, you represent and warrant that you are authorized to do so and have the authority to bind the entity to the Terms of Service, and the words “you” and “your” as used in the Terms of Service shall refer to both you and the entity. We may suspend or terminate your account or cease providing you with all or part of the Services at any time for any reason or no reason. The Terms of Service will survive the suspension or termination of your account.
Content You Provide—Any Content you provide must comply with applicable laws, rules, and regulations, U.S. federal, U.S. state, U.S. local and foreign. You should only provide Content that is suitable for sharing with others, including children under 18. You agree that such Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permissions or are otherwise legally entitled to post the material. You hereby represent and warrant that you have all right, power and authority to provide the Content you provide and grant the rights granted by you herein. For purposes of the Terms of Service, “Content” means everything you post on the Website, including without limitation, text, images, messages, photographs, audio, videos, blogs, infographics, communications and information of all types and links.
Grant of Rights in Your Content—By submitting, posting or displaying Content on the Website, you grant Positively Apex a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, distribute, transform and translate such Content in any and all media or distribution methods now known or later developed. This license authorizes Positively Apex to make your Content available throughout the world and to let others do the same. You agree that this license includes the right for Positively Apex to make all Content submitted to the Website available to other companies, organizations or individuals for broadcast, distribution, promotion or publication on other media and services without any compensation to you, and you hereby agree the use of the Services by you is full compensation for the Content and your grant of rights herein.
Content others Provide—Your viewing and use of and reliance upon Content posted on the Website by others is at your own risk. We do not warrant in any way the truthfulness, accuracy or reliability of any Content posted on the Website or endorse any opinions expressed on the Website. You understand that by using the Services, you may be exposed to Content that is inaccurate, offensive, disturbing, deceptive or inappropriate. All Content is the sole responsibility of the person who posted such Content. We may not monitor or control the Content posted on the Website and we do not take any responsibility whatsoever for such Content.
Removal of Content—We reserve the right to remove any Content from the Website without notice, including, without limitation Content that is:

inaccurate;
offensive;
disturbing;
deceptive;
inappropriate;
in violation of copyrights or trademarks or other intellectual property rights;
unlawful;
harassing;
bigoted;
violent; or
disgusting.

If you believe that any Content should be removed, please contact Positively Apex at: hello@positivelyapex.com, giving details of your concerns.

Prohibitions on Use—You may use the Services only in compliance with the Terms of Service and all applicable laws, rules and regulations. You may not misuse or interfere with the Services in any manner, including, without limitation, by:

accessing or using any non-public area of the Website or Positively Apex’s computer systems;
probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
access or search the Website other than through our currently available, published interfaces; or
engage in any hostile or disruptive activities with respect to the Website or the Services, including without limitation, overloading, flooding, spamming, mail-bombing or sending a virus.

You have no right to use the Positively Apex or Website name or any of the Positively Apex trademarks, logos, domain names or other intellectual or proprietary rights. All right, title, and interest in and to the Services (excluding Content provided by users) are and will remain the exclusive property of Positively Apex.

Our Rights—In addition to our other rights set forth herein, we have the right, in our sole discretion and at any time and from time to time, to:

Change the Services and the Website;
Stop the Services and the Website;
Create limits on use and storage;
Refuse any Content; and
Terminate your use of the Services and the Website; or
Terminate use of the Services and the Website by any other users.

Advertising—In consideration for Positively Apex granting you access to and use of the Services and the Website, you agree that Positively Apex and its third-party providers and partners may place advertising on the Services and the Website. If you use advertising features of the Services, you must agree to our Positively Apex Advertising Agreement.

Disclaimers—You understand and agree that:

Your use of the Services, the Website and any Content are at your own risk.
The Services and the Website are provided to you on an “AS IS” and “AS AVAILABLE” basis.
Positively Apex makes no representation, warranty or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Services, the Website and any Content or that they will meet your requirements or expectations.
WE DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
Positively Apex has no liability for:

the accuracy, completeness, availability, security or reliability of the Services or the Website;

any Content;

any harm to your computer system, loss of data or other harm that results from your access to or use of the Services, the Website or any Content;

the deletion of, or the failure to store or to transmit, any Content and other communications; and

whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis.

Limitations on Liability—TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, POSITIVELY APEX SHALL, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, ANY LOSS OF PROFITS OR REVENUES, OR ANY LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES OR THE WEBSITE; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THEWEBSITE, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT ON THE WEBSITE; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR CONTENT. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF Positively Apex EXCEED THE GREATER OF TEN U.S. DOLLARS (U.S. $10.00) OR THE AMOUNT YOU PAID Positively Apex, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.

General Provisions—

We may revise the Terms of Service from time to time. The changes will not be retroactive, and the most current version of the Terms, which will always be at hello@positivelyapex.com will govern our relationship with you. We will try to notify you of material revisions, for example via a service notification or an email to the email associated with your account. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.
All issues and questions concerning the construction, validity, enforcement and interpretation of The Terms of Service will be governed by, and construed in accordance with, the laws of the State of North Carolina without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of North Carolina or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of North Carolina. All disputes related to the Services, the Website or the Terms of Services will be brought solely in the federal or state courts located in Wake County, North Carolina, and you consent to personal jurisdiction and waive any objection as to inconvenient forum. YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE TERMS OF SERVICE.
In the event that any provision of the Terms of Service is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of the Terms of Service will remain in full force and effect. Positively Apex’s failure to enforce any right under or provision of the Terms of Service will not be deemed a waiver of such right or provision.
Positively Apex’s failure at any time to require performance of any provision herein shall not affect its right to enforce the same, and no waiver by Positively Apex of any breach of any provision contained herein, whether by conduct or otherwise, in any one or more instances, shall be deemed or construed as a further or continuing waiver of any such breach or the breach of any other provision herein.
All provisions of the Terms of Service shall survive any termination by you of the use of the Services or the Website.