Terms of Service

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If you signed a separate Cover Page to access the Product with the same account, and that agreement has not ended, the terms below do not apply to you. Instead, your separate Cover Page applies to your use of the Product.

This Agreement is between Aptly, Inc. and the company or person accessing or using the Product. This Agreement consists of: (1) the Order Form below and (2) the Framework Terms defined below.

If you are accessing or using the Product on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company. By signing up, accessing, or using the Product, Customer indicates its acceptance of this Agreement and agrees to be bound by the terms and conditions of this Agreement.

Cover Page

Key Terms

‍Framework Terms: This Order Form incorporates and is governed by the Framework Terms that are made up of the Key Terms below and the Common Paper Cloud Service Agreement Standard Terms Version 2.1, which are incorporated by reference. Any modifications to the Standard Terms made in the Cover Page will control over conflicts with the Standard Terms. Capitalized words have the meanings given in the Cover Page or the Standard Terms.

Cloud Service: A cloud-based platform that enables organizations to centrally manage delegation of authority, signatory rights, and approval limits across entities, personnel, and business functions. It provides configurable authority matrices, audit-ready logs, and integrations with HRIS and ERP systems to streamline governance and ensure compliance.

Order Date: The Effective Date

SubscriptionPeriod:1 year(s)

Cloud Service Fees:

Certain parts of the Product have different pricing plans, which are available at Provider’s pricing page. Customer will pay Provider the applicable Fees based on the Product tier and Customer’s usage. Provider may update Product pricing by giving at least 30 days notice to Customer (including by email or notification within the Product), and the change will apply in the next Subscription Period.

Payment Process:

Automatic payment: Customer authorizes Provider to bill and charge Customer's payment method on file Monthly for immediate payment or deduction without further approval.

Non-Renewal Notice Period: At least 60days before the end of the current Subscription Period.

Use Limitations:  You may not: 1) Reverse engineer or decompile the Services, 2) Use the Services to violate laws or infringe third-party rights, 3) Interfere with or disrupt the security or performance of the Services, or 4) Use the Services to transmit Prohibited Data (e.g., protected health information) unless explicitly permitted.

Technical Support: Customers may request technical support by (a) emailing Aptly Support at support@aptlydone.com, (b) submitting a support ticket through the Aptly Support Portal at https://support.aptlydone.com, or (c) accessing the Support module directly within the Aptly application.

SLA: Provider will use commercially reasonable efforts to provide and maintain the Cloud Service without excessive errors and interruptions. If Provider does not meet the SLA in two consecutive months or over three months in any 12-month period, then Customer may, as its only remedy, terminate this Order Form upon notice and receive a prorated refund of prepaid fees for the remainder of the Subscription Period. Uptime and service status are posted at https://aptly.instatus.com.

Professional Services: Aptly may provide professional services to assist with customer implementation, configuration, data migration, custom integrations, training, or other advisory services related to the use of the Aptly platform. These services are provided under separate agreements or statements of work, and are distinct from standard technical support.

Key Terms

Customer: The company or person who accesses or uses the Product. If the person accepting this Agreement is doing so on behalf of a company, all use of the word "Customer" in the Agreement will mean that company.

Provider: Aptly, Inc.

Effective Date: The date Customer first accepts this Agreement.

Governing Law: The laws of the State of Delaware

Chosen Courts: The state or federal courts located in Delaware

Covered Claims:

   Provider Covered Claims: Any action, proceeding, or claim that the Cloud Service, when used by Customer according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights.

  Customer Covered Claims: Any action, proceeding, or claim that (1) the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights; or (2) results from Customer’s breach or alleged breach of Section 2.1 (Restrictions on Customer).

General Cap Amount:

The fees paid or payable by Customer to provider in the 12 month period immediately before the claim

Notice Address:

For Provider: notices@aptlydone.com

For Customer: The main email address on Customer's account

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Attachments and Supplements

DPA: Aptly processes Customer Personal Data in accordance with its Data Processing Agreement, available at https://www.aptlydone.com/customer-data-processing-agreement.

Security Policy:

Provider will use commercially reasonable efforts to secure the Cloud Service from unauthorized access, alteration, or use and other unlawful tampering.

Security Policy available at: Aptly maintains a written Information Security Policy that applies to all employees, contractors, systems, and customer data. The policy incorporates industry-standard safeguards across confidentiality, integrity, and availability, including multi-factor authentication, encryption in transit and at rest, access controls, secure development practices, incident response, business continuity, and third-party management. Aptly conducts ongoing monitoring, internal reviews, annual external audits, and updates its security policies at least annually.

Provider will maintain annually updated reports or annual certifications of compliance with the following: SOC2 Type II

Insurance Minimums:

·        Errors and omissions or professional liability with a minimum limit for each occurrence of at least $1,000,000.00 and at least $1,000,000.00 in the aggregate

·        Cyber liability with a minimum limit for each occurrence of at least $1,000,000.00 and at least$1,000,000.00 in the aggregate