1. Agreement to these terms
These Terms of Service (“Terms”) are a binding agreement between you and ApFoodz LLC (“ApFoodz,” “APFoods,” “we,” “us,” or “our”), governing your access to and use of the APFoods platform, websites, mobile applications, and related services (the “Service”). By creating an account, clicking to accept, or using the Service, you agree to these Terms. If you accept these Terms on behalf of a company or other organization, you represent that you have authority to bind that organization, and “you” refers to that organization. If you and ApFoodz have signed a separate written agreement for the Service, that agreement controls where it conflicts with these Terms.
2. The service and subscriptions
APFoods provides a cloud-based ERP platform for food distributors. Access is sold as a subscription, billed monthly or annually. Each tier includes the capacity (users, warehouses, modules) described on the pricing page. We may add, change, or discontinue features from time to time, provided we do not materially reduce the core functionality of a paid subscription during its then-current term.
3. Accounts and access
You are responsible for keeping login credentials secure, for all activity under your account, and for your users’ compliance with these Terms. You agree to provide accurate account information and keep it current. Notify us immediately at admin@apfoodz.com if you suspect unauthorized access.
4. Customer data and ownership
As between the parties, you own all data your organization submits to the Service (“Customer Data”). You grant us a limited, non-exclusive license to host, process, and transmit Customer Data solely to provide and support the Service and as otherwise permitted in these Terms and our privacy policy. You are responsible for the accuracy and legality of Customer Data and for having the rights necessary to submit it. We will not access Customer Data except to provide the Service, to troubleshoot at your request, or as legally required.
5. Privacy and data processing
Our handling of personal data is described in our privacy policy, which is incorporated into these Terms. Where we process personal data on your behalf, we act as your processor (service provider) and you act as the controller, as described in our privacy policy. If you are subject to the GDPR, UK GDPR, or a comparable law and require additional data-processing terms, contact us at admin@apfoodz.com.
6. Acceptable use
- Use the Service only for lawful business operations.
- Do not reverse-engineer, decompile, scrape, probe, or attempt to gain unauthorized access to the Service, or overload or disrupt it.
- Do not use the Service for any activity that violates food-safety law, export controls, or sanctions.
- Do not share your account with parties outside your tenant, or resell the Service without our written consent.
- Do not upload malware or unlawful, infringing, or harmful content.
We may suspend access to address a material breach, a security risk, or a legal requirement, with notice where practicable.
7. Third-party services and integrations
The Service lets you connect third-party products and services (for example, QuickBooks Online or other systems). When you authorize a connection, you direct us to exchange data with that provider as needed to run the integration. Your use of a third-party service is governed by that provider’s own terms and privacy policy, and we are not responsible for third-party services, their availability, or their handling of your data. We may stop supporting an integration if the third party changes or discontinues its service.
8. Fees, billing, and taxes
Subscriptions auto-renew at the end of each billing period unless cancelled before renewal. Fees are stated exclusive of taxes, and you are responsible for all applicable taxes other than taxes on our net income. Failed payments result in a 14-day grace period; sustained non-payment results in suspension and eventual termination. We may change fees for a renewal term with at least 30 days’ notice before the renewal date. Refunds, if any, are issued at our discretion within 14 days of the most recent charge. Undisputed past-due amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law.
9. Text messaging
Parts of the platform can notify you by SMS. Transactional messages, such as sign-in codes and order and delivery updates, are sent by APFoods on behalf of the distributor you buy from, from the APFoods toll-free number, and identify that distributor by name; that number is used for transactional messages only. Promotional messages (separate opt-in) are sent by your distributor from their own registered business number. By turning on text messages you agree to receive automated texts at the number you provide. Consent is not a condition of purchase. Message frequency varies. Message and data rates may apply. Reply STOP to any message to unsubscribe, or HELP for assistance; you can also manage text alerts in your notification settings. Carriers are not liable for delayed or undelivered messages. Full details are in our SMS policy.
10. Term and termination
These Terms apply while you use the Service. Either party may terminate for convenience with 30 days’ written notice, effective at the end of the then-current billing period, and either party may terminate immediately for the other party’s material breach that remains uncured 30 days after written notice. On termination you may export Customer Data through standard export tools or by request for 30 days, after which we delete or anonymize it, subject to legally required retention. Fees already paid are non-refundable except as expressly stated. Provisions that by their nature should survive (including data ownership, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and governing law) survive termination.
11. Service levels
We target 99.9% monthly uptime for the production platform, excluding planned maintenance windows and events outside our reasonable control. The status page shows platform status and uptime. This target is a good-faith operational goal; unless a separate signed agreement provides service credits, it is not a warranty or a guarantee of uninterrupted or error-free service.
12. Intellectual property and license
The Service, including all software, content, and trademarks, is owned by ApFoodz and its licensors and is protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service during your subscription for your internal business purposes. You may not copy, modify, distribute, or create derivative works of the Service except as expressly permitted. If you give us feedback or suggestions, you grant us a perpetual, royalty-free license to use them without restriction.
13. Confidentiality
Each party may receive confidential information of the other. The receiving party will use confidential information only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to personnel and advisers who need it and are bound by confidentiality obligations. This does not apply to information that is or becomes public through no fault of the receiving party, is independently developed, or is rightfully received from a third party, or to disclosures required by law.
14. Warranties and disclaimers
Each party warrants that it has the authority to enter into these Terms. Except as expressly stated in these Terms, the Service is provided “AS IS” and “AS AVAILABLE,” and to the fullest extent permitted by law we disclaim all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted or error-free or that it will meet every requirement.
15. Indemnification
You will defend and indemnify ApFoodz against third-party claims arising from your Customer Data, your use of the Service in violation of these Terms or law, or your infringement of a third party’s rights. We will defend and indemnify you against third-party claims that the Service, as provided by us and used in accordance with these Terms, infringes that party’s intellectual-property rights, and we may modify the Service, obtain a license, or terminate the affected part to mitigate such a claim. Each party’s indemnity is conditioned on prompt notice, reasonable cooperation, and sole control of the defense and settlement.
16. Limitation of liability
To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill. Except for your payment obligations and each party’s indemnification and confidentiality obligations, each party’s aggregate liability arising out of or relating to these Terms is limited to the fees you paid us in the 12 months preceding the event giving rise to the claim.
17. Changes to these terms
We may update these Terms. For material changes, we will provide at least 30 days’ notice before they take effect, by email or through the Service. Your continued use after the effective date constitutes acceptance. If you do not agree, you may stop using the Service and terminate as provided above.
18. Governing law and dispute resolution
These Terms are governed by the laws of the State of Georgia, without regard to its conflict-of-laws rules. The parties will first attempt to resolve any dispute informally by contacting each other. Any dispute not resolved within 30 days will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Atlanta, Georgia, except that either party may seek injunctive relief in a court of competent jurisdiction for intellectual-property or unauthorized-access claims. Each party waives any right to a jury trial and to participate in a class or representative action. Any claim must be brought within one year after it arises.
19. General
- Assignment. You may not assign these Terms without our written consent; we may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets.
- Entire agreement. These Terms, the privacy policy, and any order or separately signed agreement are the entire agreement between the parties and supersede prior discussions.
- Severability and waiver. If any provision is unenforceable, the remaining provisions stay in effect; a failure to enforce a provision is not a waiver of it.
- Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
- Export and sanctions. You will comply with applicable export-control and sanctions laws.
- No third-party beneficiaries. These Terms create no rights for anyone other than the parties. Notices to us may be sent to admin@apfoodz.com.
20. Contact
These Terms are between you and ApFoodz LLC, which operates the APFoods platform at apfoodz.com. Legal questions: admin@apfoodz.com.