Terms of Purchase

This Agreement was last modified on the 28th day of November, 2022.

Terms of Purchase

This Agreement sets forth the terms of purchase for your purchase from 22 Apps, Inc. d/b/a “22 Apps.”

By placing your Order with 22 Apps, Inc. (the “Company”), by clicking “accept,” or by using the Services, you agree to be bound by this Agreement. If you do not agree with these terms, you should leave the Company website or the applicable purchase page and discontinue use of the Services immediately.

In these terms and conditions, “We/us/our/22 Apps” means 22 Apps, Inc. “You/your” means you as a user of the Website and/or Customer of the Program or Services.

The Services. The Company provides Clients with access to “22 Apps,” an online visual drag-and-drop app-builder accessible only via desktop or laptop, and a variety of supporting educational resources and training materials. The Software and accompanying resources are delivered digitally and through online courses or programs (as described below). The educational resources and training materials will be delivered on-line through the program website, or as otherwise indicated on your Order form page. If your purchase includes an online Program or Membership site access, you will use a unique username and password that should only be used by you to access the Content. Sharing log-in information, call-in numbers, passwords, and protected links with non-members is prohibited and will result in removal from the Services. There are three levels of access to the Services, as follows:

• 22apps Software Suite provides Clients with access to: [The 22 Apps App-Building Software To Create Unlimited Web-Pages And One (1) Mobile App & Limited Access To The 22 Apps Customer Support Team]. It is a monthly or annual subscription which may be cancelled at any time. Apple Developer Accounts & Google Play Developer Accounts Are SOLD SEPARATELY. You will be also be charged a preset amount for any email or SMS usage within your 22apps account.

• 22apps Done-For-You Program provides Clients with access to: [The 22 Apps App-Building Software To Create Unlimited Web-Pages And One (1) Mobile App & Full Access To The 22 Apps Customer Support Team]. It is a monthly or annual subscription which may be cancelled at any time. Apple Developer Accounts & Google Play Developer Accounts Are SOLD SEPARATELY. You will be also be charged a preset amount for any email or SMS usage within your 22apps account.

• 22apps Platinum Experience provides Clients with access to: [The 22 Apps App-Building Software To Create Unlimited Web-Pages And One (1) Mobile App & Priority Access To The 22 Apps Customer Support Team]. It is a monthly or annual subscription which may be cancelled at any time. Apple Developer Accounts & Google Play Developer Accounts Are SOLD SEPARATELY. You will be also be charged a preset amount for any email or SMS usage within your 22apps account.

Any “Done For You” services, including App development services will be handled in a queue, on a first paid, first served basis. Customer will only be placed in queue once payment has been made in full for the development services.

Payment. Payment is required before using the Services (“22 Apps”) and accessing the content or resources included in your respective Membership level, as indicated on your Order form, and may be a one-time fee, or a monthly or other recurring fee, as applicable. Please check the details of your Order form or Order page for the information specific to your program. You agree to pay the amount agreed and not to cancel this transaction with your bank or credit card company. The Company is not responsible for any overdraft charges, over limit charges, or NSF fees charged by your bank or credit card company. Fees for Services may be pre-paid or by installment, as indicated on your Order form. Failure to make an installment payment will result in suspension or termination of the Services. The Company does not guarantee any specific results from use of the Services. The Company does not make any representations or warranties as to specific outcomes or results.

Currency. All prices are shown and paid in USD (U.S. Dollars.)

Refund Policy. For our free or low cost trial periods, or for our monthly subscriptions, you may cancel at any time. No refunds are available for payments already made.

For our Annual or Lifetime subscription offers, no refunds are available.

Term. This Agreement will be effective consistent with the term indicated on your Order form or Order page. Failure to pay for the Services, including the monthly membership fee, will result in termination of the Services, and your access to the Services or any supporting resources or content will be discontinued. Additional fees may be accrued in the event you continue to access the Services or require support after any failure to pay for said services.

Hosted Services & Limitations. The Company shall provide access credentials necessary to permit you to access and use the Hosted Services (the “22 Apps App Builder”), which credentials you agree to keep confidential. The Company hereby grants to you a worldwide, non-exclusive license to use the Hosted Services using the user interface in accordance with these terms and any additional supporting documentation during the Term.

Limitations: The user interface may only be used through a supported web browser. And the user interface may only be used by you (Customer), your employees, agents, or subcontractors on your behalf (i.e. for the same online business), subject to any limitations that the Company may have in place regarding number of users per account.

Restrictions on Use of Hosted Services. You may not sub-license your right to access and use the Hosted Services, permit any unauthorized users to access or use the Hosted Services, republish or redistribute any content contained in the Hosted Services, conduct, make any alteration to the platform, or request or permit any third party to conduct load testing or penetration testing of the Hosted Services, or use the Hosted Services in any way that causes damage to the platform or Hosted Services or impairs access by others to the Hosted Services. You are prohibited from using the Hosted Services for or in connection with any unlawful, illegal, harmful or fraudulent purpose or activity.

Release of Software Features. The release and update of certain anticipated features of the software that are under development may be subject to impacts and delays beyond the Company’s control. Company will make reasonable efforts to meet stated deadlines and/or release dates, but will not be responsible for any losses, damage, financial impacts or other issues that may arise due to any delays.

Third Party Platforms and Policies. Company is not responsible for and will not be held liable for any decisions, policies or changes made by Companies providing third-party platforms, software, hardware, or support services that impact the Customer’s use of or access to the Hosted Services. This includes but is not limited changes or impacts to website browsers, App platforms including iTunes or Google Play, operating systems, software or hardware, or any other third-party service or application. Company is not responsible if, for any reason, Customer’s app is terminated or precluded from a third party platform or service, or if Customer is prevented from using or accessing the Hosted Services due to any reason beyond Company’s control. Similarly, if a relevant third party implements a policy change, an update to their platform or services, or otherwise makes a decision that prevents Company from continuing its Hosted Services in the marketplace, Company will not be liable for such a change or its resulting impact on Customer. Customer may cancel its membership or services with Company at any time including as a result of an adverse impact such as those described above, but no refunds will be available.

Software Code. The software code is proprietary and at all times remains the exclusive property of the Company. You have no right to access the software code (including object code, intermediate code and source code) during or after the Term.

Software Maintenance. Company shall make reasonable efforts to maintain the availability of the Hosted Services, but does not guarantee 100% availability or performance. Company anticipates that there is at least some likelihood that any of the following events may occur during the Term of your Services, the occurrence of which shall not constitute a breach of this Agreement: a failure or technical issues involving the internet or public telecommunications network, a fault or failure related to your (the Customer’s) computer systems or networks, a Force Majeure Event, and/or scheduled maintenance or updates carried out in accordance with the terms of this Agreement.

Company will make reasonable efforts, where practicable, to provide advance notice regarding any maintenance or updates to be performed which may affect the availability of the Hosted Services or which may have an adverse impact on the functionality of the Hosted Services. Company will also attempt to conduct maintenance and updates outside of normal business hours, whenever possible, and limit any related downtime.

You acknowledge that a temporary suspension of services, or downtime related to maintenance or updates of the Hosted Services, shall not constitute a breach of this Agreement, and is anticipated by both parties.

Software Support. Customer may submit support requests to Company’s support team at support [at] 22apps [dot] com. The support request will be reviewed and sent to Company’s development team if necessary. Company will process support requests as quickly as possible, however there are no guarantees regarding response or support time. Company may suspect the provision of the Support Services if any amount to be paid by Customer under this Agreement is overdue. Support Services will be suspended until payment is brought current.

Customer Data. You (Customer) hereby grant to Company a non-exclusive license to store, reproduce, copy, distribute, export, publish, edit an translate the Customer Data as may be reasonably required to perform its obligations and exercise its rights in accordance with this Agreement. You also grant Company the right to sub-license these rights to any supporting third-party service providers in order to perform under this Agreement, subject to any restrictions elsewhere in these terms.

Customer represents and warrants that all Customer Data (all data, material and content uploaded to or stored on the Platform by the Customer), does not infringe the Intellectual Property rights or other legal rights of any third party, and does not violate any law or regulation. The Company may make back-ups of Customer Data as reasonably required to provide or restore the Hosted Services, but shall only keep said data for a limited time, subject to the sole discretion of the Company. Customer is at all times responsible to keep it’s own copies of any data uploaded to or stored on the Platform provided by Company.

For any Personal Customer Data disclosed to Company in connection with this Agreement, Customer represents and warrants that it has the legal right to disclose and share such Personal Customer Data.

Compliance with Data Protection Laws. Customer warrants to Company that it will comply with all relevant Data Protection Laws, including in its use of the Hosted Services. The Parties agree to make reasonable efforts to cooperate with each other in regards to any requests made by any third-party under relevant Data Protection Laws or regulations. Customer is responsible for posting and following its own legal notices and policies, including a Privacy Policy as required by all applicable laws relevant to Customer’s business and jurisdiction, and Company will not be responsible for Customer’s policies, responses to requests made under any relevant Data Protection Laws, or actions taken in relation to said laws.

Company shall be responsive to all requests made directly to Company in regards to compliance with relevant Data Protection Laws, including by Customer, and shall make reasonable efforts to remain in compliance and support the response of Customer to similarly fulfill its obligations to any third party exercising its rights under Data Protection Laws. The Company and the Customer shall each implement appropriate technical and organizational measures to ensure an appropriate level of security (generally commensurate with industry standards) to ensure an appropriate level of security for the Customer Personal Data. The Company may charge standard time-based rates for any work performed by the Company at the request of Customer pursuant to this clause.

Company shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the Customer after the provision of services related to the processing, and shall delete existing copies unless applicable law otherwise requires the storage and maintenance of the relevant Personal Data.

The Parties shall make best efforts to make any required revisions to this Agreement as may be necessary at any time to remedy non-compliance with any applicable laws, including Data Protection Laws or regulations.

No Assignment of Intellectual Property Rights. Nothing in this Agreement shall operate to assign or transfer any Intellectual Property rights of the Parties from one to the other. The Parties retain their original intellectual property in all circumstances.

Confidentiality & Non-Disclosure Agreement. You are free to speak, write and share about your own experiences from the educational content or additional resources contained in the Membership Program, but you agree to keep all information shared by others confidential, including all information shared by others inside of the on-line community associated with the Program. This provision specifically applies to and includes content shared within the membership course, where applicable, and any private Facebook group, or similar forum if used. If you have any questions about the applicability of this provision, please contact us via email at support [at] 22apps [dot] com.

Communications. The online community associated with the Program is intended to be a supportive, respectful and positive community for all involved. Communicating disrespectfully to any other members of the group constitutes grounds for removal from the Program and any associated online forum, which decision shall be in the sole discretion of the Company.

Reservation of Rights. Company reserves the rights to remove you from the Program or Services for cause, whether a breach of this contract, an act of misfeasance against the Company, a representative of the company or a participant of a group program, or other inappropriate action, which may include any action which causes a disturbance amongst the group, or otherwise negatively impacts the experience of others participating in any program offered by the Company. Such a determination shall be made solely by Company. You agree that your exclusive remedy in such a scenario, if any, will be limited to the refund of any amount paid to participate in the services or program.

Data Scraping Prohibited. Data scraping or data mining of any kind from this website, or from any platforms, groups, or online forums operated by the Company is strictly prohibited. Copying, removing, or otherwise scraping data, information or content, regardless of the reason, from the website, or from any platform, group, or online forum operated by the Company is a violation of these Terms and will result in your immediate removal from any program services offered by the Company, including from within any platforms, groups, or online forums associated with those services, without refund or recourse, which decision shall be in the sole discretion of the Company.

Disclaimer / Limitation of Liability. USE OF THE PROGRAM OR SERVICES COVERED BY THIS AGREEMENT AND ANY CONTENT PROVIDED THEREIN IS AT YOUR OWN RISK. The Company and its employees, representatives and agents are not responsible for any physical or non-physical damages imagined, perceived, or otherwise sustained as a result of the use of the Program or Services or any content provided as part of the Program or Services. You bear sole responsibility for the use and implementation of these services. There are no guarantees as to the progress or outcomes that may result from the Services and you are responsible for the results you achieve. THE PRODUCTS AND SERVICES OFFERED BY THE COMPANY ARE NOT SUITED FOR EVERYONE. THE CREATORS OF ANY PRODUCTS, SERVICES OR PROGRAMS OFFERED HEREIN OR IN CONNECTION HEREWITH DO NOT ASSUME, AND SHALL NOT HAVE, ANY LIABILITY TO USERS FOR INJURY OR LOSS IN CONNECTION THEREWITH. WE MAKE NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIM ANY AND ALL LIABILITY CONCERNING ANY DECISION, ACTION OR OUTCOME FOLLOWING THE PRESENTATION OF INFORMATION OFFERED OR PROVIDED WITHIN OR THROUGH THE PROGRAM, SERVICES OR WEBSITE.

YOU ACKNOWLEDGE THAT WE CANNOT GUARANTEE AND THEREFORE SHALL NOT BE IN ANY WAY RESPONSIBLE FOR THE SECURITY OR PRIVACY OF THE INTERNET AND THIS WEBSITE AND ANY INFORMATION PROVIDED TO OR TAKEN FROM THE WEBSITE BY YOU.

WE WILL NOT BE LIABLE, IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRE-CONTRACT OR OTHER REPRESENTATIONS (OTHER THAN FRAUDULENT MISREPRESENTATIONS) OR OTHERWISE OUT OF OR IN CONNECTION WITH THE WEBSITE OR PRODUCTS OR SERVICES OFFERED ON THE WEBSITE WHETHER BY US OR ON OUR BEHALF (INCLUDING FREE SOFTWARE DOWNLOADS) FOR ANY ECONOMIC LOSSES (INCLUDING WITHOUT LIMITATION LOSS OF REVENUES, PROFITS, CONTRACTS, BUSINESS OR ANTICIPATED SAVINGS) OR ANY LOSS OF GOODWILL OR REPUTATION, OR ANY LOSS OR CORRUPTION OF DATA, OR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY LOSSES OR DAMAGES; IN ANY CASE WHETHER OR NOT SUCH LOSSES OR DAMAGES WERE WITHIN THE CONTEMPLATION OF EITHER OF US AT THE DATE ON WHICH THE EVENT GIVING RISE TO THE LOSS OCCURRED.

UNDER NO CIRCUMSTANCES (INCLUDING NEGLIGENCE) SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE EXEMPLARY OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS), PERSONAL INJURY (INCLUDING DEATH) OR PROPERTY DAMAGE OF ANY KIND OR NATURE WHATSOEVER THAT ARISE OUT OF OR RESULT FROM THE USE OF OR ANY INABILITY TO USE, THE WEBSITE OR ANY CONTENT OR FUNCTIONS THEREOF; OR ANY ACT OR OMISSION, ONLINE OR OFFLINE, OF ANY USER OF THE WEBSITE OR ANYONE ELSE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL LOSS, COST, DAMAGE, LIABILITY OR EXPENSE (INCLUDING ATTORNEYS FEES AND COSTS) THAT YOU MAY SUFFER OR INCUR, UNDER ANY THEORY OF LIABILITY, IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, EXCEED THE LESSER OF THE AMOUNT PAID BY YOU, IF ANY, FOR THE RIGHT TO ACCESS OR PARTICIPATE IN ANY ACTIVITY RELATED TO THE WEBSITE OR $100.00.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS HEREIN AND ELSEWHERE IN THESE TERMS OF USE APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

WHERE CERTAIN PROVINCIAL LAWS MAY NOT ALLOW CERTAIN OF THE EXCLUSIONS, LIMITATIONS, OR DISCLAIMERS OF LIABILITY SET FORTH IN THESE TERMS OF USE, SUCH EXCLUSIONS, LIMITATIONS OR DISCLAIMERS MAY NOT APPLY TO YOU.

Earnings Disclaimer. RESULTS ARE NOT GUARANTEED. Any statement made on the website or in the program regarding income or earnings are provided as examples only, and do not guarantee you future earnings or income. Please note that the stated results are not typical and there is no guarantee that you will achieve the same or similar results. As with any endeavor, results may vary, and depend on a wide variety of factors including, but not limited to, your skill, knowledge, ability, dedication, business savvy, network, and financial situation. The use of any products or services offered through the Company should be based on your own due diligence. You agree that the Company (including its agents, representatives, sponsors, promoters, advertisers or affiliates), are not responsible for the success or failures you experience in your personal or business life.

Relationship. Nothing contained in this Agreement shall be interpreted or construed to create a joint venture, partnership, employment or agency relationship of any kind.

Modification. The Company may modify this Agreement from time to time and without notice. You agree to be bound by the terms of this Agreement and any future modifications when such modifications are posted to the Company’s website. You should review this Agreement regularly during the use of the Program or Services to keep apprised of any changes.

Assignment. No assignment of this Agreement is permitted, without prior written permission from the Company. Any attempt to do so shall constitute a default or violation of this Agreement which shall be immediately void. The Company’s rights and obligations, in whole or in part, under this Agreement may be assigned or transferred by the Company.

Third Party Beneficiaries. This Agreement is solely for the benefit of the parties and their successors and permitted assigns, and does not confer any rights or remedies on any other person or entity.

Governing Law. This Agreement and any action related thereto will be governed by the laws of the province of British Columbia, Canada without regard to its choice of law principles. The parties consent to exclusive jurisdiction and venue in federal and provincial courts sitting in British Columbia, Canada.

Dispute Resolution & Binding Arbitration. In the event of a controversy or claim arising out of or relating to this contract, or the breach thereof, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a satisfactory solution. If they do not reach settlement with a period of [45] days, then any party may, by notice to the other party and ICDR Canada, request mediation under the Canadian Mediation Rules of ICDR Canada. Mediation may occur in-person, online (via web cams), or telephonically, and shall be scheduled within [30] days of either party providing the other with a request to mediate. If settlement is not reached within [30] days after completion of the mediation, any unresolved controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by ICDR Canada in accordance with its Canadian Arbitration Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online and shall be conducted by a qualified arbitrator. The number of arbitrators shall be one. The place of mediation and arbitration shall be Vancouver, British Columbia. The language of the mediation and arbitration shall be English.

Force Majeure. If a party is prevented from fulfilling its obligations under this Agreement for one of the following reasons beyond the party’s reasonable control, including due to a national environmental or military emergency, such as fire, flood, explosion, war, strike, embargo, government regulation, or civil or military authority, or acts or omissions of carriers, transmitters, providers, vandals, or hackers (a “force majeure event”), the time for that party’s performance will be extended for the period of the delay or inability to perform due to such occurrence; provided, however, that You will not be excused from payment of any sums of money owed by you to the Company; and provided further, however, that if a party suffering a force majeure event is unable to cure that event within thirty (30) days, the other party may terminate this Agreement.

Construction. This Agreement shall be construed fairly and not interpreted for or against either party. Any remedies available to the Company, including any set forth in this Agreement, are not exclusive and are in addition to any other rights or remedies available to it at law or in equity.

Binding Effect. This Agreement shall be binding upon, and inure to the benefit of the respective parties hereto, their successors, heirs, representatives, and permitted assigns.

Damage Waiver. Under no circumstances whatsoever shall we be liable to you or anyone else for any direct, indirect, incidental, consequential, special, exemplary, punitive or other damages under this Agreement, arising out of your participation in the Program or Services including due to the actions, statements or behavior of any third parties or participants of the Program or Services. This provision applies even if we have been advised of the possibility of such damages. Notwithstanding anything to the contrary contained in this Agreement, the Company’s liability to you for any cause whatsoever and regardless of the form of action, will at all times be limited to the amount paid, if any, by you to the Company for the services during the term of the Program or membership.

Intellectual Property. All materials provided to you as part of your Program or Services which are the subject of this Agreement are proprietary and may not be duplicated, copied, reproduced, published or displayed in any form without the prior express written permission of the Company. You may not re-use, perform, modify, transmit, re-post or use in any way the content or any derivative works thereof, without the prior express written permission of the Company. All trademarks, logos, and service marks displayed on any materials provided as part of your Program or Services under this Agreement are protected by US and International copyright and Intellectual Property laws. Access to any materials or content online or otherwise as part of the Program or Services subject to this Agreement should not be construed as granting any license or right to duplicate said content, including trademarks, logos and service marks of the Company or any third-party.

Terms of Use Agreement. You agree to the terms and conditions of the Terms of Use Agreement found at www.22apps.com.

Privacy. You agree to the terms and conditions of the Privacy Policy found at www.22apps.com. If you attend any Company live event, you agree that any third-party vendor involved in the event [ticket sales, event facility registration, etc] may share your personal identifying information with the Company to allow us to serve you and other event attendees with the proper products and services, in accordance with our posted Privacy Policy.

Waiver. The waiver by either party of any breach or default in performance shall not be deemed to constitute a waiver of any other or succeeding breach or default. The failure of any party to enforce any of the provisions herein shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions.

Severability. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect, and the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision.

Indemnity. You agree to indemnify, defend and hold harmless the Company, its subsidiaries, affiliates, and their officers, managers, employees, agents, attorneys, representatives or assigns from any claims, liability, damages, losses, harm, costs and expenses, including legal fees and expenses or any other detriment incurred by You in any claims arising out of this Agreement, your use of the Services, any breach of this Agreement, including breach of your representations and warranties set forth above, or if any content that you post or publish while using the Services causes the Company to be liable to a third party.

Voidability. This Agreement cannot be voided by not logging in to the Member or Program website, where applicable, by not accessing or using the Services as delivered, by not attending the Program, or in any other way attempting to avoid viewing or taking delivery of the Program or Services as outlined. These actions will not void your Agreement or permit you the right to a refund.

Entire Agreement. This Agreement represents the entire understanding and agreement of the parties relating to the Program or Services purchased, and any and all prior agreements, understandings, and representations, whether express or implied, written or oral, regarding the Program or Services, are of no further force and effect. In order to participate in certain portions of the Program or Services, you may be notified that you may be required to agree to additional terms and conditions as the program is revised over time. You may receive a copy of this Agreement at any time by emailing the Company at support [at] 22apps [dot] com and requesting a copy of your “Terms of Purchase.”

Contact. If you have any questions regarding this Agreement or any aspect of our services, please contact the Company at support [at] 22apps [dot] com.

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