Terms of Use

APRIOCONNECT APP  

TERMS OF SERVICE 

 Last Updated: February 24, 2026 

 The Platform and Services (as defined below) made available to you (“you”, “your”, or “User”) by Aprio Advisory Group, LLC and its affiliates (collectively, “Aprio”, “we”, “us” or “our”) in its mobile application form, downloadable as ‘AprioConnect App’ via the Google Play Store or Apple App Store (together, the “Platform”) are subject to the following terms of use (“Terms”) and the AprioConnect App privacy policy (the “Privacy Policy”). By accessing or using the Platform or Services, you consent to the terms of the Privacy Policy. 

BY ACCESSING, REGSITERING TO USE, CLICKING THE “ACCEPT” BUTTON OR CHECKING THE APPROPRIATE BOX, OR USING THE PLATFORM AND ITS ASSOCIATED FEATURES AND SERVICE(S) (COLLECTIVELY REFERRED TO AS THE “SERVICES”), YOU ACKNOWLEDGE, AGREE, AND REPRESENT THAT YOU (A) HAVE READ THESE TERMS AND THAT YOU UNDERSTAND THE TERMS HEREOF; (B) ARE EIGHTEEN (18) YEARS OF AGE OR OLDER; AND (C) ACCEPT THE TERMS AND CONDITIONS OF THESE TERMS, AND AGREE TO BE BOUND THEREBY. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE PLATFORM OR THE SERVICE(S). IF YOU AGREE TO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY TO THESE TERMS AND, IN SUCH EVENT, “YOU” OR “YOUR” WILL REFER AND APPLY TO YOU AS AN INDIVIDUAL AND TO SUCH COMPANY. IF YOU HAVE ENTERED INTO ANOTHER AGREEMENT WITH APRIO RELATED TO THE SERVICES, THEN THESE TERMS SHALL CONTROL WHERE ANY CONFLICT EXISTS. 

We retain the exclusive right, in our sole discretion, to make changes to these Terms, from time to time. Your continued access to and use of the Platform or Services constitutes your agreement to be bound by, and your acceptance of, the Terms posted at such time. You acknowledge and agree that you accept these Terms (and any amendments/updates thereto) each time you sign into your Account (as defined below), or otherwise access, or use the Platform. Therefore, we encourage you to review these Terms regularly. 

ARBITRATION NOTICE FOR USERS IN THE UNITED STATES OF AMERICA:  THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND APRIO AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND APRIO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

1. License.Subject to the terms and conditions of these Terms, and solely for the duration which you maintain an active Account (as defined below), we grant to you a non-exclusive, non-transferable, non-assignable, worldwide, limited right to access and use the Services, as such Services may be modified, revised, and updated in accordance with these Terms. As such, for the duration which you maintain an active Account, and subject to the terms and conditions of these Terms, Aprio will provide you with remote access to the Services. Your access to these Services is subject to and contingent on your employer’s license to utilize the Platform through a separate agreement with Aprio.  

2. User Account.

2.1 Account Registration. To access and use the Services, you must register and establish an account (an “Account”). To register for an Account, you must (a) complete the Account registration form, providing true, accurate, current, and complete information in the form requested by us (collectively, “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. Accounts registered on the Platform are reserved for employees and service providers of Aprio clients only, unless otherwise expressly authorized by Aprio. Although we are not responsible for verifying Registration Data, if we have reasonable grounds to suspect that any of your Registration Data is untrue, inaccurate, or incomplete, we may suspend or terminate your Account and prohibit you from accessing or using the Services.

2.2  Account Information. As part of your registration, we may require you to verify your email address. In addition, we may require you to provide or validate other information about yourself in the future, if we have a reasonable need for the information to provide you with Platform access and such accompanying Services or to perform under (or to exercise our rights under) these Terms. We have the right to refuse your registration or suspend or terminate your use of the Platform and the Services if you fail to provide the requested information and to keep it current, complete, truthful, and accurate at all times.  

2.3 Account Responsibility. You are solely responsible for any and all activities conducted under your Account. You agree to notify us immediately of any unauthorized use or any other breach of security on your Account. We shall not be liable for any loss incurred in connection with or resulting from any party’s unauthorized use of a password or an Account. You acknowledge and agree that losses incurred by us or another party due to the unauthorized use of your Account or password are solely at your liability. Accordingly, you are solely responsible for maintaining the confidentiality of your Account password, username, and any other credentials relating to your Account. Sharing your Account or password as well as the use of another’s Account or password is strictly prohibited.

2.4 Access and Devices. You are responsible for obtaining the access necessary to use the Platform, which may include network access. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Platform, its Services, and any updates thereto. We do not guarantee that the Platform, or any portion thereof, will function on any particular hardware or devices. In addition, the Platform may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

2.5 Disabling Accounts. We reserve the right to disable your Account at any time, including if you have failed to comply with any of the provisions of these Terms, or if activities occur on your Account which, in our sole discretion, would or might cause damage to or impair the Platform or infringe or violate any third-party rights, or violate any applicable laws or regulations. 

 3. Services. 

 3.1 Services. The AprioConnect App is a payroll-centered employee mobile application that provides convenient mobile access to payroll and benefits services. Through the Platform, employees can view and manage their payroll information, update personal details such as addresses and banking information, and access important pay-related documents. The Services include allowing eligible employees to access wages they have already earned before their scheduled payday and hosting a benefits and perks marketplace that offers voluntary benefits, discounts, and other non-traditional perks aimed at improving employees’ financial and overall well-being.  

 3.2  Maintenance. You acknowledge that certain maintenance activities regarding the Services may be necessary or appropriate, from time to time, including bug fixes, software updates, feature updates, and the addition of new tools. In most instances, our infrastructure is designed to support updates by our engineering and support teams without the need to interrupt the Services. Where such maintenance activities are not reasonably anticipated to materially impact your use of the Services, we will have no obligation to provide notice to you regarding such maintenance activities. We will use commercially reasonable efforts to perform routine scheduled maintenance during non-business hours.  

 3.3 Modifications to Services. We may update, add, modify, or discontinue any aspect, feature,  functionality or any other tool, within the Services, at our own discretion and without further notice; however, if we make any material adverse change to the Services, including to the core functionality of the Platform, then we will notify you by posting/sending an announcement via the Services or by sending you an email. You expressly acknowledge and understand that the Services may occasionally be unavailable due to upgrades, modifications, maintenance, or other work required or necessary, as determined by Aprio in its sole and absolute discretion, with respect to Services’ functionality. You further expressly acknowledge and understand that access to the Services may be delayed or slowed due to Internet traffic and other issues beyond Aprio’s reasonable control.   

 3.4 Beta Features. We may, at our sole discretion, make certain features and/or services available to the you on a test basis which will be clearly designated as beta, pilot, limited release, non-production or by similar description (“Beta Feature”). Notwithstanding anything to the contrary in the Terms, you acknowledge and agree that a Beta Feature is provided on an “as is” and “as available” basis without any liability and indemnity obligations, warranty, support, maintenance, or service level obligations of any kind. We do not guarantee that future versions of a Beta Feature will be released or that if such Beta Feature is made generally available, it will be substantially similar to the current Beta Feature. We may terminate your right to use any Beta Feature at any time for any reason.  

 3.5 Third-Party Content. The Services may contain links to third party websites, advertisers, services, special offers, or other events or activities not owned by us (“Third-Party Content”). We do not control, endorse, or adopt any Third-Party Content and shall have no responsibility for ThirdParty Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable. In addition, your business dealings or correspondence with such third parties are solely between you and the third parties. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk. 

 4. User Restrictions and Obligations; Disclaimers. 

 4.1 Restrictions on Use. Your access to and use of the Services is subject to these Terms and all applicable laws and regulations. By accessing and/or using the Services, you represent, warrant, covenant, and agree to not: 

 (i)  License, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make the Services available to any Third Party in any way; 

 (ii) Disassemble, decompile, reverse engineer, or otherwise attempt to derive source code or other trade secrets from the Services, or modify, make derivative works based upon, copy, or otherwise use any ideas, features, functions, or graphics of the Services in order to (a) build a competitive product or service or (b) build a product using similar features, functions, or graphics of the Platform; 

 (iii) Modify, remove, or obstruct any proprietary rights statement or notice contained within the Services; 

 (iv) “Crawl,” “scrape,” or “spider” any data or portion of the Services (through use of manual or automated means); 

 (v) Send or store on the Services (a) infringing, unlawful, or tortious material, including User Data (as defined below) which violates Third Party privacy rights; or (b) User Data (as defined below) containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs; 

 (vi) Attempt to gain unauthorized access to the Services or its related systems or networks; 

 (vii) Access the Services if the User is a direct competitor of Aprio, unless Aprio agrees in writing before the User accesses the Services;  

 (viii) Share passwords or provide false identity information to access or use the Services; 

 (ix) Remove, delete, add to, alter, or obscure any part or aspect of the Services or any warranties, disclaimers, other notices, or any Aprio service marks, trademarks, trade names, or logos (the “Marks”) that appear on or in connection with the Platform;  

 (x) Challenge, or cause, induce, authorize, or assist any person or entity to challenge, the validity, ownership, use, or registration of any Intellectual Property Rights (as defined below) in and to the Services or any of Aprio’s Marks, or take any action in derogation of Aprio’s Marks, including by using, licensing, or applying to register any mark that is identical or substantially similar to any of Aprio’s Marks; 

 (xi) Under or in connection with any part of these Terms or its subject matter, perform any act that, or fail to perform any act the omission of which, infringes, misappropriates, or otherwise violates any Intellectual Property Right of Aprio or other right of any person or entity, or violates any applicable law, including, but not limited to data protection and privacy laws; 

(xii) Use the Services in a way prohibited by applicable law; 

 (xiii) Use the Services in a way that could materially harm the functionality or performance of the Services;  

 (xiv) Use or access the Services in a manner that fails to comply with These Terms; 

 (xv) Hack or break any security mechanism on the Services, or pose a security threat to any user; 

 (xvi) Use the Services or any data obtained through the Services in a false or misleading manner, or in any manner inconsistent with these Terms; 

 (xvii) Use the Services in any way that may be offensive, profane, obscene, or libelous to Aprio; or 

(xviii) Attempt to access the Services by any means other than through the interface that is provided by Aprio. 

4.2 Content Disclaimer. The Platform may allow Users to upload, share, or otherwise make available content, including, without limitation, text, images, or other materials (“User Data”). Aprio does not control, endorse, or assume any responsibility for any User Data entered which is not necessary or requested in order for Aprio to perform the Services (“Unaccepted Purposes”), and Aprio shall not be liable for any claims, damages, losses, costs, or expenses arising out of or relating to any User Data uploaded, transmitted, or otherwise made available to Aprio or its vendors by Users or other third parties through the Platform for such Unaccepted Purposes. Users are solely responsible for their own User Data and for ensuring that such User Data complies with all applicable laws, regulations, and these Terms. 

4.3 No Medical Advice. You may have access to third party resources or websites through the Platform which provide medical services. The Services are provided for informational and general educational purposes only. The Services do not provide medical advice, diagnosis, or treatment. Aprio is not a licensed medical professional, healthcare provider, or physician, and use of the Services does not create a doctor–patient or healthcare provider–patient relationship. The information made available through the Platform is not intended to be, and should not be used as, a substitute for professional medical advice, diagnosis, or treatment. Users should always seek the advice of a qualified physician or other licensed healthcare provider with any questions regarding a medical condition. Never disregard professional medical advice or delay seeking it because of information obtained through the Services. 

4.4 No Financial or Tax Advice. The Services provided under this Agreement are for informational and administrative purposes only. Aprio does not provide as part of the Services, and nothing in the Services shall be construed as providing, financial, investment, legal, or tax advice, or guidance. You are solely responsible for obtaining independent professional advice from qualified financial, tax, or legal advisors regarding their individual circumstances. Aprio makes no representations or warranties that any information provided through the Services is appropriate for any particular financial or tax situation. All decisions made based on the Services are your sole responsibility. 

4.5 User Responsibility Disclaimer. You are solely responsible for any decisions or actions you take based on information obtained from the Services. You acknowledge that use of the Services does not create any fiduciary relationship between you and Aprio or any of its affiliates. 

 

5. User Data.

5.1 Acknowledgments. Aprio acknowledges and agrees that you shall retain ownership to, and shall be solely and exclusively responsible for, your User Data which you elect to upload, submit, or enter in to or within the Services. Aprio has no responsibility for verifying or maintaining any User Data, and in no way will be liable for the accuracy, availability, correctness, timeliness or any other quality of or concerning any User Data. Accordingly, you are solely and exclusively responsible for ensuring that (i) you have all of the rights, licenses, and privileges that are required for all of your User Data, and (ii) no portion of such User Data is unlawful or infringes upon the rights of any third party. Further, Aprio shall have the right, in its sole discretion, to restrict, limit, or reject the integration, transmission, or storage of any User Data with, to, or via the Services and to remove any User Data that has previously been integrated, transmitted, or stored with, to, or via the Services, if Aprio reasonably believes that such User Data or the your use thereof is in violation of the terms of these Terms or the law. Aprio is not responsible for a User’s changes, additions, or deletions of or to their User Data.  

5.2 User Data License. For the period which you maintain an active Account, you expressly grant to Aprio a worldwide, non-exclusive, non-transferable, non-assignable (except as set forth in Section 18.2), royalty free license to access and use User Data, to provide and monitor the Services.   

5.3 User Usage Data. You acknowledge and agree that Aprio may, directly or indirectly, collect and store information and data in connection with your use of the Services and about the equipment on which the Platform is accessed and used (“User Usage Data”). Aprio may collect such information and data through means including, but not limited to, your access and use of the Services. Aprio may compile, use, reproduce, and disclose User Usage Data derived from or related to the use of the Services for product or service improvement, industry analysis, benchmarking, analytics, and other purposes consistent with our Privacy Policy, as updated from time to time by Aprio, provided that such User Usage Data is aggregated, anonymized, de-identified, or is otherwise not reasonably associated or linked to you (or any other identifiable individual person or entity). Aprio retains all rights, title, and interest in and to such User Usage Data and the right to use User Usage Data will survive termination of these Terms. 

5.4 Third Party Use. Aprio may access, use, and provide third parties with access and use to the User Usage Data for the following enumerated purposes: (i) making the Services functional and usable for its Users; (ii) improving the performance of the Services; (iii) developing updates, new versions, and new Services’ offerings; and/or (iv) verifying a User’s compliance with these Terms and enforcing Aprio’s rights, including all Intellectual Property Rights in and to the Services. 

 

6. Personal Data. You acknowledge that we may process information that can be used to identify a person (“Personal Data”) in relation to you, and Personal Data that you have provided or in the future provide to us in relation to other associated individuals in connection with these Terms or the Services. Accordingly, you represent and warrant that your disclosure to us of any Personal Data relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, including, as required, the need to obtain such individual’s consent prior to providing us with such individual’s Personal Data. 

7. Intellectual PropertyRights. You hereby acknowledge and agree as follows: 

(i) These Terms are not a sale and do not give you any rights of ownership in, or related to, the Platform, the Services, or Aprio’s Intellectual Property Rights (as defined below);   

(ii) You agree to not assert or cause any other party to assert any right, title, or interest in or to the Platform, the Services, and any content created or provided by Aprio, or any other portion of Aprio’s Intellectual Property Rights;  

(iii) Aprio, or its licensors, as the case may be, has and will retain any and all right, title, and interest in and to the Platform, the accompanying Services provided therethrough, and any underlying software, as well as all derivative works made by any person or entity based upon the Platform, including all Intellectual Property Rights associated with the foregoing; and  

(iv) If you provide Aprio with any feedback or suggestions about the Platform or otherwise (the “Feedback”), Aprio may use the Feedback without obligation to you, and you irrevocably assign to Aprio all right, title, and interest in and to the Feedback 

For purposes of these Terms, “Intellectual Property Rights” means all industrial and other intellectual property rights comprising or relating to: (a) patents; (b) trademarks; (c) internet domain names, whether or not trademarks, registered by any authorized private registrar or governmental authority, web addresses, web pages, website and URLs; (d) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (e) trade secrets; and (f) all industrial and other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, these rights or forms of protection under the laws of any jurisdiction throughout in any part of the world. 

 

8. Termination; Effect of Termination; Suspension. These Terms become effective on the date on which you register for, login to, access, use the Services, orotherwise indicate your agreement to these Terms (whichever is earlier) and shall continue in full force and effect until terminated as set forth below. 

8.1  Termination by Account Deletion. You may elect to delete your Account on the Services by providing notice to us by terminating the Services through the Platform/your Account. 

 8.2 Termination or Suspension by Us. Notwithstanding anything in these Terms to the contrary, we reserve the right to suspend our performance hereunder and/or suspend or limit your access to or use of Services, or to terminate these Terms, immediately and without any liability to you in the event of (i) a breach of these Terms by you (including failure to make any payment when due); (ii) any act or omission by you that (a) constitutes a violation of these Terms or (b) in our reasonable discretion, poses a risk of disruption or interference with any portion of the Services (or the security thereof) or with any other user’s use of the Services (or any portion thereof), or (c) constitutes (in our reasonable discretion) an unreasonable, excessive, or abusive use of the Services, our systems, or resources; or (iii) Aprio electing to dissolve it’s company for any reason or Aprio seeking to no longer provide certain offerings for any reason.   

8.3 Termination by Employer. Your Account and access to the Services will be terminated if the license to use the AprioConnect App held by your employer expires or is terminated for any reason.   

8.4 Effect of Termination. Termination of these Terms for any reason also terminates all of your rights to access and use any and all Services and the Platform.  

 8.5 SURVIVAL. ANY PROVISIONS OF THESE TERMS THAT ARE SPECIFICALLY STATED TO SURVIVE TERMINATION OF THESE TERMS FOR ANY REASON (OR THAT, BY THEIR NATURE ARE INTENDED TO SURVIVE TERMINATION), INCLUDING WITHOUT LIMITATION, SECTIONS 4, 7,  AND 10-14, WILL SURVIVE IN FULL FORCE AND EFFECT, AS WILL ANY PROVISIONS OF THESE TERMS THAT SERVE TO LIMIT OUR LIABILITY OR PROTECT OUR RIGHTS IN OUR INTELLECTUAL PROPERTY OR OTHER PROPERTY.   

 

9. PrivacyPolicy. Please refer to our Privacy Policy, as updated from time to time, for information about how we collect, use, and share your information. By using and providing information to or through the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. 

 

10. Indemnity. You will defend, indemnify and hold harmless us, our licensors, affiliates, subsidiaries, successors, assigns, and our and theirequityholders, manager, directors, officers, employees, and agents (each individually an “Indemnitee” and collectively “Indemnitees”), to the fullest extent permissible under applicable law, against any and all claims, liability, loss, damage, or harm (including without limitationreasonable legal and accounting fees) suffered by any Indemnitee arising from or in connection with any of the following (except to the extent caused by our own negligence or willful misconduct): 

(a) Your use of the Services or your breach or violation of any provision of these Terms;   

(b) Any of your User Data: 

 (i) under any law, rule or regulation that would treat us as the author, creator, publisher, promoter, offeror, importer, exporter, designer, manufacturer, distributor or seller of your User Content;  

(ii) that your User Data (or the use of User Data by any Indemnitee in accordance with these terms) infringes, violates or misappropriates any right of such third party or fails to comply with any applicable third-party policies, terms and conditions and all applicable laws, rules and regulations; or 

(c) Any negligent, willful, purposeful, fraudulent, or unlawful acts or omissions by you. 

All Indemnitees are expressly made third party beneficiaries of this Section 10. This Section 10 will survive the termination of these Terms for any reason. 

 

11. Disclaimer of Warranties. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU AGREE THAT, EXCEPT AS SPECIFICALLY STATED IN THESE TERMS, WE DO NOT MAKE ANY WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED WITH RESPECT TO THE SERVICES, THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES, THAT SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND NOT SPECIFICALLY STATED IN THESE TERMS, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. THISSECTION 11WILL SURVIVE TERMINATION OF THESE TERMS FOR ANY REASON. IF YOU ACCESS OR USE THE SERVICES FROM OUTSIDE THE UNITED STATES OF AMERICA, YOU DO SO ON YOUR OWN INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAWS, RULES AND REGULATIONS. YOU ASSUME ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES SUFFICIENT FOR THE FOR YOUR PURPOSES. 

 

12. Disclaimer of Damages. IN NO EVENT WILLAPRIO, ITS AFFILIATES, OR ITS AND THEIR RESPECTIVE MEMBERS, MANAGERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS, OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, OR FINANCIAL BENEFIT) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF US, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY (INCLUDING, FOR AVOIDANCE OF DOUBT, ANY NEGLIGENCE OF OURS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THISSECTION 12 WILL SURVIVE TERMINATION OF THESE TERMS FOR ANY REASON. 

 

13. Limitation of Liability. 

13.1 Exclusions of Liability. IN NO EVENT SHALL APRIO, ITS AFFILIATES, LICENSORS OR SUPPLIERS, OR ANY OF THEIR EQUITYHOLDERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU, OR ANY OTHER PERSON OR ENTITY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR LOSS OF GOODWILL UNDER OR IN ANY WAY RELATING TO THESE TERMS OR RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICES OR THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF WE HAVE BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING, AND WHETHER SUCH LIABILITY IS BASED ON ANY LEGAL OR EQUITABLE THEORY, INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY, OR OTHERWISE. 

13.2 Maximum Liability. THE MAXIMUM AGGREGATE LIABILITY OF APRIO FOR ALL CLAIMS UNDER, IN CONNECTION WITH, OR ARISING OUT OF THIS TERMS OR THE SERVICES (WHETHER IN CONTRACT, TORT, OR OTHERWISE, INCLUDING NEGLIGENCE) SHALL NOT EXCEED FIVE THOUSAND DOLLARS ($5,000.00).  

 

14. Arbitration, Class-Action Waiver, and Jury Waiver.

 14.1 Applicability of Arbitration Agreement. Both Parties agree that all claims and disputes (whether contract, tort, or otherwise), including all statutory claims and disputes, arising out of or relating to these Terms or the use of the Services that cannot be resolved in small claims court will be resolved by binding arbitration on an individual basis. For clarity, the phrase “all claims and disputes” also includes claims and disputes that arose between us before the effective date of these Terms.   

14.2 Initiating Arbitration. Before you commence arbitration of a claim, you must provide us with a written notice (a “Notice of Dispute”) that includes your name, residence address, username, email address or phone number you use for your Account, a detailed description of the dispute, and the relief you seek. Any Notice of Dispute should be sent to us by mail to Aprio Advisory Group, LLC, ATTN:  Arbitration Filing, 2002 Summit Blvd NE, Suite 120, Atlanta, Georgia 30319. Before we commence arbitration, we will send you a Notice of Dispute to the email address you use with your Account, or by other appropriate means. If we are unable to resolve a dispute within thirty (30) days after the Notice of Dispute is received, you or we may commence arbitration. 

 14.3 Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through American Arbitration Association (“AAA”) and will be governed by their commercial arbitration rules, which are then in effect. If AAA is not available to arbitrate, the Parties will select an alternative customary arbitral mechanism. The rules of the arbitral mechanism will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The arbitration will be conducted by a single neutral arbitrator. The seat of arbitration shall be Atlanta, Georgia. Any claims or disputes where the total amount sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at the option of the Party seeking relief. For claims or disputes where the total amount sought is $10,000 USD or more, the right to a hearing will be determined by the arbitral forum’s rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. 

14.4 Additional Rules for Non-appearance Arbitration. If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the Party initiating the arbitration. The arbitration will not involve any personal appearance by the Parties or witnesses unless the Parties mutually agree otherwise. 

14.5 Authority of the Arbitrator. The arbitrator will decide the rights and liabilities, if any, of you and Aprio. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages, as well as attorney fees, and to grant any non-monetary remedy or relief available to an individual under law, the arbitral forum’s rules, and the Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Aprio. 

14.6 Waiver of Jury Trial. YOU AND APRIO WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Aprio are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Aprio over whether to vacate or enforce an arbitration award, YOU AND APRIO WAIVE ALL RIGHTS TO A JURY TRIAL and elect instead to have the dispute be resolved by a judge. 

  14.7 Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead, all claims and disputes will be resolved in a court as set forth in Section 16.1.  

14.8 Right to Waive. Any rights and limitations set forth in this arbitration agreement may be waived by the Party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration agreement. 

14.9 Opt-out. You can opt out of this provision within thirty (30) days of the date that you agreed to these Terms. To opt out, you must send your name, residence address, username, email address or phone number you use for your Account, and a clear statement that you want to opt out of this arbitration agreement, and you must send us an opt-out letter to the following address:   

 Aprio Advisory Group, LLC
ATTN:  Arbitration Filing
2002 Summit Blvd NE, Suite 120  
Atlanta, Georgia 30319    

14.10 Arbitration Agreement Survival. This arbitration agreement will survive the termination OR EXPIRATION OF THESE TERMS. 

14.11 Enforcement of Aprio’s Intellectual Property. You acknowledge and agree that, in addition to or in lieu of arbitration pursuant to this Section 14, we may initiate a proceeding related to the enforcement or validity of our Intellectual Property Rights in any court of law or other forum having jurisdiction.  

15. Notices. We may deliver any notice required or permitted hereunder (i) via a notice appearing in your Account or on the Services or (ii) viaphysical orelectronic mail to your contact information on record with us in your Account information, which notice will be deemed received by you when posted or transmitted by us. Where we permit notices to be given to us via a feature or functionality of the Services (for example, changes to your Account), you may give such notice through such feature or functionality and it will be deemed effective upon actual receipt by us, but only to the extent the notice is of a type for which the feature or functionality is intended to convey (for example, using your Account page to update your contact information). Otherwise, all notices to us under these Terms must be delivered in writing in hard-copy (paper) to us by (i) personal delivery by hand, (ii) registered mail, (iii) certified mail, return receipt requested, (iv) reputable national or international mail courier with proof of delivery, or (v) our Aprio e-mail address with confirmation of receipt by Aprio. Our current mailing address and e-mail address is: 

Aprio Advisory Group, LLC
Attn:  Terms Notices
2002 Summit Blvd NE, Suite 120  
Atlanta, Georgia 30319  
Email: 

We may change our notice addresses by updating these Terms or by listing a new address on the applicable Services. You are responsible for making sure that you are sending notices to our most current address. Notices given to our address will be deemed effective upon the first normal business day (non-weekend/non-holiday) following actual receipt by us at such address. THIS SECTION 15 WILL SURVIVE TERMINATION OF THESE TERMS FOR ANY REASON. 

 

16. Miscellaneous

This Section 16 and its subsections will survive termination of these Terms for any reason.  

16.1 Governing Law. The interpretation and enforcement of these Terms, and any dispute related to these Terms or the Services, will be governed by and construed and enforced in accordance with the laws of State of Georgia without regard to conflict of law rules or principles (whether of Georgia or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.   

16.2 Assignment. These Terms are binding upon and inure to the benefit of the permitted successors and assigns of each party. You may not assign, subcontract, delegate or otherwise convey these Terms, or any of its rights and obligations hereunder. Notwithstanding anything to the contrary in these Terms, we may assign, transfer, and delegate this agreement (these Terms) and its obligations hereunder at any time, in its sole discretion.  

 16.3 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any such provision in every other respect and the remaining provisions of these Terms will be unimpaired and these Terms will continue in full force and effect, unless the provisions held invalid, illegal, or unenforceable will substantially impair the benefits of the remaining provisions hereof. 

16.4 Waiver. The failure of either Party to insist upon strict performance or to seek remedy for breach of any term of these Terms, or to exercise any right, remedy or election herein or permitted by law or equity, will not constitute nor be construed as a waiver or relinquishment in the future of such term, condition, right, remedy, or election. Any consent, waiver, or approval by either Party of any act or matter will not be effective unless made in writing and signed by an authorized representative of the consenting, waiving, or approving Party. 

16.5 Force Majeure. We will not be responsible or liable to you or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder (including the temporary unavailability or inaccessibility of the Services) where such failure is the result of Force Majeure. As defined herein, “Force Majeure” means any (a) acts of God, flood, fire, wind, storm, drought, earthquake, or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riot, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination, or sonic boom; (e) any law or any action taken by a government or public authority; (f) collapse of building, breakdown of plant or machinery, fire, explosion, or accident; (g) any labor or trade dispute, materials or transport, strike, industrial action or lockout; (h) interruption or failure of utility service; or (i) or any other cause, whether similar or dissimilar to those enumerated, that is beyond our reasonable control and without our fault or negligence. 

16.6 Entire Agreement; Order of Precedence. These Terms contain the entire agreement and supersede all prior and contemporaneous understandings between the Parties regarding the Services. In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms. 

 

[End of Terms of Service]