End User License Agreement (EULA) for Apogean Software

Effective date: March 11, 2024

This End User License Agreement (EULA) for Apogean Software (the “Agreement”) is a legal agreement between You and Toward Zero Co dba On Time Edge (“On Time Edge”) that governs the use of the Apogean Software that You license. This Agreement becomes a binding contract between You and On Time Edge when You install Apogean Software on a computer or purchase a license from On Time Edge. If You do not wish to be bound by the Agreement, You cannot access, use or download the Apogean Software. Please read this entire Agreement.

Your Apogean™ Subscription (the “Subscription”) is governed by these Apogean™ Subscription Terms and Conditions ("Subscription Terms"). The following points are particularly important:

  • The Subscription automatically renews, and You will be charged a Subscription Fee (the “Fee”) until cancelled by You or by On Time Edge. The Fee is disclosed prior to purchase and confirmed via email following purchase.
  • You may cancel the Subscription at any time as described in Section 5, effective at the end of the billing period. You can access all the Subscription benefits until Your cancellation is effective and no refund will be issued.
  • If You purchase a Subscription through a third party You must use the tools made available by those parties to manage and/or cancel the Subscription.
  • Offers may be subject to additional limitations, which will be presented to You at the time of offer.

If You are not willing to be bound by these Subscription Terms, You should not sign up for the Subscription. If You provide Us Your e-mail address, We may deliver to You via electronic means any notice provided for in these Subscription Terms and Conditions subject to Section 6.

1. Definitions

  1. “Effective Date” is the date You sign up for the Subscription as identified on Your Receipt.
  2. “Receipt” means the order confirmation You receive when You complete registration for Your Subscription which identifies, at a minimum, the Effective Date and Fees.
  3. “We”, “Us”, “Our”, and “On Time Edge” means On Time Edge
  4. “You” and “Your” means the entity that purchased this Subscription.

2. Subscription Benefits

Unless otherwise specified in the description of Your Subscription plan during purchase, Your Subscription entitles You to these benefits:

Software upgrades

  • At Our discretion, We will provide access to automatic software updates or upgrades with active subscriptions.

Other benefits or promotions

  • In Our sole and absolute discretion, We may include additional benefits, exclusive offer or promotions for Our subscribers, subject to any additional terms and conditions described in such offer.

Changes to Subscription Benefits

  • We reserve the right to change these benefits or adjust pricing for Our service or any components thereof in any manner and at any time as We may determine in Our sole and absolute discretion. Except as otherwise expressly provided for in these Subscription Terms, any changes will take effect following notice to You.

3. Account Registration

In order to access or use certain features of the Subscription, You may be required to create a On Time Edge account (“Account”) and become a “Registered User” of the Subscription. During the registration process You will be required to provide certain information and establish a username and a password. You agree to provide accurate, current and complete information during the registration process and at other times when You use the Subscription and to update such information to keep it accurate, current and complete. We reserve the right to refuse to keep Accounts for, or provide services to, any individual or company at Our sole discretion. We reserve the right to suspend or terminate Your Account, after sufficient notice, if any information provided during the registration process or at other times proves to be inaccurate, not current or incomplete. You are responsible for safeguarding Your password. You agree not to disclose Your password to any third party and to take sole responsibility for any activities or actions under Your Account, whether or not You have authorized such activities or actions. You will immediately notify Us of any unauthorized use of Your Account.

4. Automatic Renewal Terms

The subscription fee and any other applicable charges including taxes, transaction fees or other charges (collectively, the “Fee”) will be charged to Your payment method on the billing date indicated on the website, the Receipt and/or in Your account settings. The Fee will be stated on Your website portal when You sign up or modify Your account. In addition, the Fees will be stated on Your Receipt and/or in Your account settings. Your Subscription will continue and automatically renew for the applicable subscription term You selected when signing up for or modifying Your account (e.g., monthly, annually or, if applicable, some other term) unless cancelled in accordance with Section 5. On Time Edge, or, if applicable, the third-party through which You registered will charge the Fee to Your payment method recurring based on Your Subscription term (monthly, annually, or, if applicable, some other period). You will be asked to authorize, and by accepting these terms You hereby expressly authorize, On Time Edge or the applicable third-party to make such charges to Your payment method. Following registration on Your website portal, We will send You a copy of the Receipt to the email address You provide within a reasonable time.

5. Cancellation and Termination

  1. If You are an EU resident, You may exercise Your right of withdrawal within fourteen (14) days of the Effective Date by contacting Support or cancelling as described below.
  2. Your Subscription will continue unless and until You cancel it or We terminate, cancel, suspend or disable it. You may cancel Your Subscription any time at least twenty-four (24) hours before Your renewal and avoid billing of the next period’s Fee to Your chosen payment method. Your cancellation will be effective as of the last day of the period for which You paid a Fee. You may continue to use the Subscription until Your cancellation is effective and no refund will be issued unless required by applicable law.
  3. To cancel, select the cancel Subscription option within Your account settings or notify On Time Edge in writing. If You purchase a Subscription through a third party, You must use the tools made available by those parties to manage and/or cancel Your Subscription.
  4. On Time Edge may, in its sole discretion, terminate or suspend Your account for failure to timely pay any Fees (upon reasonable notice to You) or to provide accurate information, any breach of these Subscription Terms (or any other terms incorporated herein) or any abusive or fraudulent conduct towards any On Time Edge employees and We will not issue any refund, credit or other consideration.

5. Agreement to Receive Electronic Communications

By ticking the respective checkbox when subscribing, You provide opt-in consent to receive marketing notifications from On Time Edge electronically to the email address You provide to Us. If You have consented to receiving marketing emails, You have the right to unsubscribe by clicking on the link provided in the footer of every marketing email sent by Us. We may send You functional emails containing information regarding Your Subscription. You have the ability to store such electronic communications such that they remain accessible to You in an unchanged form.

6. Modification of Subscription and Terms

On Time Edge reserves the right to modify, terminate or impose additional terms and conditions to the Subscription and these Subscription Terms at any time by posting updated Subscription Terms. In addition, On Time Edge may modify the various Subscription Benefits available to subscribers from time to time by updating these Subscription Terms or subscription benefit descriptions on the website. We will give You advance notice of any material changes to these Subscription Terms. Your continued use of the Subscription after We have posted the modification or, if applicable, receiving notice of the changes will constitute Your acceptance of the changes. We may also ask You to acknowledge Your acceptance of the modified Subscription Terms. If You do not agree to any material changes, You may cancel Your Subscription as described above in the “Cancellation” section. On Time Edge reserves the right to discontinue or terminate the Subscription in its entirety upon reasonable notice and We may, in Our sole discretion, provide You with a refund, credit or other consideration.

7. Indemnity

You agree to defend, indemnify, and hold On Time Edge, its subsidiaries and affiliates, and their officers, directors, employees, agents, representatives and attorneys harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with

  1. Your access to or use of the Service or Content;
  2. Your violation of these Subscription Terms or the policies or agreements which are incorporated herein; and/or
  3. Your violation of any third-party right, including without limitation any intellectual property or other proprietary right.

The indemnification obligations under this section shall survive the termination or expiration of these Subscription Terms or Your use of the Service.

8. Limitation and Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICE AND CONTENT REMAINS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER ON TIME EDGE NOR ANY OTHER COMPANY OR INDIVIDUAL INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ON TIME EDGE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. TO THE EXTENT COLORADO LAW APPLIES TO YOU, THIS EXCLUSION OR LIMITATION OF LIABILITY DOES NOT APPLY TO YOU.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ON TIME EDGE’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE SUBSCRIPTION TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICE OR CONTENT EXCEED ONE HUNDRED DOLLARS ($100). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL AND MATERIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ON TIME EDGE AND YOU.

9. Credit Card Billing

If any fee is not paid in a timely manner, or We are unable to process Your transaction using the payment information provided, We reserve the right to revoke access to Your account. If You do not bring Your balance current within thirty (30) days after We provide You with notification that Your account is in arrears, We reserve the right to suspend, disable, cancel or terminate Your access to Your Subscription. You will be responsible for paying all fees and past due amounts even if Your account is suspended, disabled, cancelled or terminated for nonpayment or for otherwise violating the Subscription Terms or other applicable laws. If Your payment details change, Your card provider may provide Us with updated card details. We may use these new details in order to help prevent any interruption to the Subscription. If You want to use a different payment method or if there is a change in payment method, please visit Your Account Settings Page to update Your billing information. We will advise You by email if We use a new payment method.

10. Credits

At any time, and for any reason, We may provide a discount, credit, or other consideration to some or all of Our users (“Credits”). The amount and form of such Credits, and the decision to provide them, are at Our sole and absolute discretion. The provision of Credits in one instance does not entitle You to Credits in the future for similar instances, nor does it obligate Us to provide Credits in the future, under any circumstances. In no circumstances will You be entitled to receive cash in lieu of a Credit.

11. Entire Agreement

The Subscription Terms constitutes the entire agreement between On Time Edge and You regarding the Subscription, superseding any prior agreements between On Time Edge and You regarding the Subscription.

12. Assignment

You may not assign or transfer the Subscription Terms without On Time Edge’s prior written consent. We may assign this Subscription Terms, in Our sole discretion, without restriction. Subject to the foregoing, the Subscription Terms will bind and inure to the benefit of the parties, their successors and assigns.

13. General

The failure of On Time Edge to enforce any right or provision herein will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of On Time Edge. Except as expressly set forth in the Subscription Terms, the exercise by either party of any of its remedies under the Subscription Terms will be without prejudice to its other remedies hereunder or otherwise. If for any reason a court of competent jurisdiction finds any provision of the Subscription Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of the Subscription Terms will remain in full force and effect.

14. Notices & Contacting On Time Edge

We will provide any notices relating to the Subscription Terms

  • By email to Your email address provided, or
  • By posting to the Service.

You may contact On Time Edge:

15. Insurance

This is not a contract of insurance, an extended warranty or service contract.