Terms of Service

Last updated September 11, 2023

Agreement to Our Legal Terms

We are Applied Process Logic, Inc, doing business as (“AP Logic,” “we,” “our”) a California Corporation with a principal address of 4349 Old Santa Fe Road, STE 38, San Luis Obispo, CA 93401.

AP Logic operates the website https://aplogic.com (the “Site”) and the web application https://clients.aplogic.com (the“Portal”) in connection with the Information Focus Project by AP Logic (“IFP”), as well as any other related products and services that refer or link to these legal terms of

service (the “Terms”) (collectively, the “Services”).

THESE TERMS OF SERVICE ARE A LEGALLY BINDING AGREEMENT MADE BETWEEN THE YOU AND AP LOGIC REGARDING YOUR ACCESS AND USE OF THE SERVICES, AS USED HEREIN, “YOU” OR “YOUR” MEANS ANY ENTITY, ORGANIZATION, OR COMPANY ACCESSING OR USING THE SERVICE (“CLIENT”) AS WELL AS ANY INDIVIDUAL END USER ACCESSING AND USING THE SERVICE, AS APPLICABLE ANDHEREBY AGREEING TO THESE TERMS. BY LOGGING IN, GRANTING PERMISSION TO YOUR MICROSOFT TENANT, OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS OF SERVICE. IF YOU DO NOT AGREE WITH THESE TERMS, THEN YOU DO NOT HAVE AP LOGIC’S PERMISSION TO USE THE SERVICES.

We reserve the right, in our sole discretion, to make changes to these Terms at any time and for any reason. It is your responsibility to check for changes to these Terms periodically. We will inform you of any changes by updating the “Last updated” date if these Terms, and you waive any right to receive specific notice of each such change. Youwill be subject to, and will be deemed to have been notified of, and to have accepted, the changes in any revised Terms by your continued use of the Services after the date such revised Terms are posted.

1. Services Overview

AP Logic provides access to the Portal and related services for the purpose of analyzing and configuring MicrosoftTeams and/or Microsoft SharePoint for client’s internal use. The Portal, in conjunction with certain services also provided by AP Logic, provides insights into Client’s communication patterns. The Portal procures data utilizing read-only access to the client’s M365 tenant. By accessing the Portal, you will have access to view data regarding Client’s company communications and file system usage as well as deliverables generated for the Client’s entire organizationas part of an Information Focus Project engagement. Any users provided with access to the Portal will be able to see this information, some of which may be sensitive data describing how individuals or groups within the client’s company communicate.

2. Requirements to Use the Portal

The Portal has the following requirements to use the Services.

2.1.  Must be at least 18 years of age. Persons under the age of 18 are not permitted to use or register for the Services.

2.2.  Engagement with AP Logic in at least one of the following ways:

2.2.1.  Executed partnership or reseller agreement for IFP projects.

2.2.2.  Active engagement of any IFP project. You must have an active IFP project with an                        executed agreement for IFP services to have access to the Portal.

2.3.  Make timely payments. Client must make timely payments, pursuant to section 4, to continue to have access to the Services. Client may lose access to the Services including but not limited to the Portal, ability to download deliverables generated for Client, and access to additional resources provided by AP Logic if payment is not received.

3. Contact Types & Registration

You will provide AP Logic with a list of accounts to be registered on behalf of Client. You understand that accounts registered on behalf of Client will have full access to any work product produced by AP Logic, including any potentially sensitive information within the work product. Client should only request access forAuthorized users that are authorized by client to review any and all work product created throughout the IFP engagement.

3.1.   Authorized users. Authorized users can login to our system using Microsoft 365 single sign on to access the full web application used for the Information Focused Project. Authorized users will have full access toall deliverables generated during the IFP engagement unless you specify otherwise in writing.

3.2.   Project Sponsor. Project Sponsors are the main point of contact between AP Logic and Client’s organization and must be an authorized user. Project Sponsor are responsible for requesting access to thePortal for authorized users. Project Sponsors are not required to be the Technical Contact. Project sponsors are required to provide contact information for the Technical Contact.

3.3.   Technical Contact. A Technical Contact is a user with the authority or permission to act on behalf of theClient to grant our software read only permissions, which assists in the analysis. If the Technical Contact is not the Project Sponsor, the Technical Contact will not be registered for an account unless specified by the Project Sponsor.


4. Payment Terms

Each phase of the Information Focus Project has a contracted scope for a contracted price. Project Contracts are separate from these Terms. The Portal is a tool made available to clients as part of IFP.Access to the Portal requires that a Client’s account is in good standing.

4.1.   Past Due Accounts. Payment of invoices is due NET15 unless specified otherwise in writing. AP Logic reserves all rights to terminate any licenses granted to Client, or otherwise terminate Services if Client fails to pay timely.

The Website and the material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the content of the Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, code, scripts, design elements and interactive features) are owned or controlled for these purposes, and are reserved by Huglo or its licensors or contributors.

5. User Content & Data Handling

The Information Focus Project requires read-only access to specific Client data for the purposes of architectingMicrosoft Teams communications structure and analysis and reporting summary data about company’s communications culture. The portal allows AP Logic to run audits and gather specific data, as listed in section 5.2, for the listed purposes. Contracted Deliverables, also known as work product, for IFP engagements willalso be available for download from the Portal. Client will have access to both work product and AP Logic owned materials, both of which are subject to the provisions of section 7 of this agreement.

5.1.   Microsoft 365 Users: Provide Access to tenant using Token. For Clients that are Microsoft 365 Users, a Technical Contact, as defined in 3.3, must grant read only permissions of Client’s Microsoft Tenant to our software in order to access the Portal. We utilize a token, provided during the process of granting permission, for our Services throughout the Information Focus Project. Permissions to a Client’s Microsoft Tenant will persist pursuant to section 10.

5.2.   What data we access. THE FOLLOWING TERMS ARE SPECIFICALLY FOR USE OF THE PORTAL AND DO NOT REFLECT ANY OTHER ACCESS AP LOGIC MAY HAVE IN CONNECTION WITH AN INFORMATION FOCUS PROJECT ENGAGEMENT. When a technical contact grants read-only access to a Client’s Microsoft tenant, we will access the following information:

5.2.1.  Microsoft Standard profile. Microsoft defines what information makes up the standard profile though it typically includes email addresses and display name.

5.2.2.  Teams, Channels, and their files. We collect meta data about all Teams, their correspondingchannels and files, and their corresponding SharePoint Sites and subsites within your Tenant to generate reports. We do not read the content of any files. We collect meta data such as dates andtimes that data is created or modified, the user that has created or modified the data, file name, file path, size, SharePoint Sites URL and names. This meta data may be aggregated, or summarized, forthe purpose of providing analysis and reports regarding company’s communications culture.

5.2.3.   Posts within Microsoft Teams Channels. During an audit, we access all User’s posts within Microsoft Teams channels, but we do not save any messages. We save summary data about the posts and calculations (“aggregate data”) for the purposes of providing analysis and reports regarding company’s communications culture.

5.2.4.   Individual or Group Chat. We collect meta-data about chats between two individuals or groups in Microsoft Teams. We do not save the text of the messages, but we store an anonymized record of all words used in chats, user identities, emoticons used and date/time stamps for each message for analysis purposes.

5.2.5.  Email. We collect meta-dataabout email sent/received by client staff using their O365 accounts. We do notsave the text of the emails, but we collect meta-data including the world count,email address emails are sent from, all email recipients, and date/time stampsfor each email. Some of our reports assess communication patterns for eachuser. Email addresses are considered a unique identifier and are stored to easein the recognition of patterns.

5.3.   What data is stored. In connection with an IFP engagement, we store contracted deliverables and statistical data about how users converse, subject to the provisions of section 5.7, including Word Count calculations from channel posts. Any data accessed during an audit, that is not summarized, is deleted immediately once it has processed. All data may be stored in Microsoft’s Azure or data hosting systems, Azure Cloud, or Azure SQL.

5.4.   What do we do with the data. We calculate statistics to analyze communications patterns for the purposes of determining what effective communications look like and if they are occurring. We may sell aggregated data, for example an average company posts 3 times per day per channel in teams, but we do not sell specific company data and no data is ever associated to a client name, username, or any other PII, as that type of information is not stored. AP Logic will cooperate with any legal authorities to provide information as required by law and will inform you of such, within what is legally required.

5.5.   What data is NOT stored. We do not store Personally Identifiable Information, images of any type, attachments of any posts, or files.

5.6.   Limited License Grant to AP Logic. Client retains all ownership rights to the User Content we are granted access to. Client grants us a worldwide, non-exclusive, royalty-free, fully paid right and license toread, generate summary data, use to generate Team Channel plans, and provide period reporting about company communication culture during the duration of the engagement.

5.7.   Use of Aggregated Data. You acknowledge and agree that AP Logic may collect, create, process, transmit, store, use and disclose aggregated and/or deidentified data derived from data described in section 5.2.2, 5.2.3, 5.2.4, and 5.2.5 (“Aggregated Data”) for its business purposes, including industry analysis, benchmarking, analytics, product development, and marketing. All Aggregated Data will be in an aggregated and/or deidentified form only and will not identify you. Nothing in these Terms gives you any rights in or to any part of the Service or Aggregated Data.

5.8.   Data Handling. Sections 5.2 and 5.3 detail what data is accessed and stored. Specific user- related data is stored using an anonymous ID and aggregated for company-wide reporting. Client data will be stored for the duration of the business relationship and for up to 1 year after the termination of the business relationship. Upon written request, all data which uniquely identifies a client will be expunged. Aggregated data is not governed by this section as AP Logic owns all aggregated or anonymized data.

6. Licenses

Grants a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use our portal and library of resources for your personal, non-commercial use, or internal business use.

6.1.   License Restrictions. We restrict the ability to reproduce, distribute, publicly display, or publicly perform the Services; or make modifications to the services.

6.2.   Submissions. Any question, comment, suggestion, idea, feedback, or other information about theServices will be considered a submission. You agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and you grant us all rights, royalty free, to use your suggestions to improve our Services.


7. Ownership of Software & Intellectual Property Rights

AP Logic’s methods, formulas, materials (printed and digital) and business methodology are proprietary, confidential information and may not be copied, distributed, or replicated in any form. Any and all Client deliverables, accessible through the Portal or delivered via email, are provided for Client’s internal use only andmay not be distributed, copied or replicated outside the client’s company or be used in a manner so as to compete with AP Logic in any way. Materials furnished by AP Logic are either copyrighted works or shall be considered confidential information regardless of their copyright status, with all rights reserved. Use of AP Logic’s Confidential Information by others outside of Client’s company or their reproduction in whole or in part, in any form whatsoever, is prohibited, except when written permission is obtained from AP Logic.

8. Communications

By using the Services, sending us emails, and completing online forms, you consent to receive electronic communications. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ANDOTHER RECORDS AND ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES.


9. Prohibited Activities

As a user of our Services, you agree not to:

a.     Use the Service for any unlawful purpose.

b.     Use the Portal for anything other than the intended use.

c.      Asses an individual’s performance

d.     Trick, mislead or perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, engaging the company as a Client to gain access to proprietary information.

e.     Disable or circumvent, or otherwise interfere with security-related features in an attempt to (a) learn sensitiveaccount information or (b) reverse engineer or otherwise attempt to discover the source code of any portion of the Service.

f.      Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.

g.     Resell our Services without having an executed resellers agreement, signed by us, or in an effort to compete with us.

h.     Resell our Resources and Content without an executed resellers agreement, signed by us, or in an effort to compete with us.

i.      Sharing account credentials of members given access to the Portal.

j.      Copy our software or the output of reports for anything other than internal use.

k.     Delete the copyright or other proprietary rights notice from any Content.


10. Term & Termination

These Terms shall remain in full force and effect while you use the Services, and are effective beginning when you accept the Terms, login to our web application, or use the Services, and end when terminated as described in section 10.1.

10.1.   Termination without cause.

10.1.1.Client or Partner Termination. You agree to notify AP Logic in writing to terminate your access to the Portal. Upon receiving a notice of termination, AP Logic shall make commercially reasonable efforts to deactivate user accounts. Client deliverables and data will not be deleted when an account is deactivated. Client’s deliverables and data are subject to the provisions listed in section 5.8. Such termination shall not obligate AP Logic to repay any fees paid by Client in advance.

10.1.2.  AP Logic Termination. AP Logic reserves the right to terminate your access to the Portal with 14 days' notice.

10.2.   Termination for Cause. AP Logic reserves the right to terminate this Agreement immediately in the event you are found to be in material breach of the Terms of this Agreement.

10.3.   Termination of Licenses. Your license rights are terminated immediately. Our license rights terminatedafter one year in accordance with our data handling policy, unless otherwise agreed to in writing.

11. Modification of the Services

We reserve the right to modify or discontinue the services at any time.

12. Service Availability

We make no guarantee the Services will be available at all times. 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 Services.

13. No Support

We are not obligated to provide support for the Services. Portal access is provided as part of a larger suite of servicesand if any support is provided, it will be under the auspices of those services.

14. Disclaimer of Warranties

AP LOGIC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

15. Limitations of Liability

EXCEPT FOR OBLIGATIONS OF INDEMNITY UNDER THESE TERMS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CLIENT TO AP LOGIC WITHIN THE PRIOR 12 MONTHS PRECEDING THE DATE ON WHICH ANY CLAIM AROSE UNDER THIS AGREEMENT.


16. Indemnification

You agree to indemnify, defend and hold harmless all officers, directors, agents, employees, affiliates, permitted successors and permitted assigns ("Indemnified Parties") from and against any and all claims that AP Logic shall incur or suffer, which arise, result from, or relate directly or indirectly to (a) your use of the Services, (b) your unauthorized use of or misuse of, the Services; (c) any breach of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (d) your violation of any third party right, including any intellectual property right or publicity, confidentiality, otherproperty, or privacy right; or (e) any dispute or issue between you and any third party. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims.

17. Dispute Resolution

Client agrees to give written notice to AP Logic of any dispute arising in connection with these Terms. AP Logic will have 15 days to cure the dispute.

18. Miscellaneous

18.1.   Entire Agreement. This Agreement, including all exhibits and attachments, which are integral parts ofthis Agreement, constitutes the entire agreement between AP Logic and you pertaining to the Services.

18.2.   Successors and Assigns. We may assign any or all of our rights and obligations to others at any time, without notice or consent.

18.3.   Severability. Nothing contained in these Terms shall be construed to require the commission of an act contrary to Law, and whenever there is any conflict between any provision of this Agreement and any Law,the latter shall prevail. In such event, and in any case in which any provision of this Agreement is determined to be in violation of a Law, the affected provision(s) shall be limited only to the extent necessary to bring it within the requirements of the Law and, insofar as possible under the circumstances, to carry out the purposes of this Agreement. The other provisions of this Agreement shall remain in full force and effect, and the invalidity or unenforceability of any provision thereof shall not affect the validity and enforceability of the other provisions of this Agreement.

18.4.   Waiver. Any failure on our part to require compliance with of any provision hereunder will not affect our right to require compliance at any other time after that, nor will a waiver by us of any breach or default ofthese Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself.

18.5.   Headings. The descriptive headings contained in this Agreement are for convenience of reference onlyand shall not affect in any way the meaning or interpretation of this Agreement. Throughout these Terms the use of the word “including” means “including but not limited to”.

18.6.   Governing Law. The venue for any disputes arising from this agreement shall be placed in the courts located in Los Angeles County, CA.

18.7.   Contact Information. AP Logic can be reached by phone at 805-269-0007, email at info@aplogic.com, or by mail to 2801 E Spring St, STE 264, Long Beach, CA 90806.

18.8.   Notice to California Users and Residents. If any complaint with us is not satisfactorily resolved, you cancontact the Compliant Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N112, Sacramento, California 95834 or by telephone at (800) 952-5210.