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Terms of service
Last revised: August 25, 2020
Effective date: August 28, 2020
Welcome to Adaptiv.Me – the site that lets you create, distribute, and manage your own website or online application, with no coding required. Adaptiv.Me is both a visual programming tool and a cloud platform. You use the programming tool to build your applications, while they are hosted and run on the cloud platform. The application editor is accessed through your browser. There is nothing to download, and you can access your application from any device. Once an application is built on Adaptiv.Me, there is no need to deploy the application to a cloud solution. As soon as an application is built on Adaptiv.Me, it is hosted on Adaptiv.Me's cloud infrastructure. If you want to know more about what Adaptiv.Me is and isn’t, please see the manual athttps://manual.Adaptiv.Me (we borrowed this introduction from there, but the manual goes a lot deeper).
Our “Terms and Conditions” are below. So that you don’t just have to hold your nose and click “I agree” or wade through a sea of legalese, we created short summaries of what each major section says. Of course, our lawyer insisted that these summaries must be “clearly and conspicuously identified” as “not legally effective,” so you can easily distinguish them below – they are in italics and do not have any numbering.
1. INTRODUCTION
These “Terms” are a legal contract between you and Adaptiv.Me. You must be able to enter into contract to use our “Platform”. This includes the age requirement that you must be at least 18 years old, or 13 and have the consent of your parent or guardian, to use it. These Terms include our Privacy Policy. We may change these Terms on occasion, and your continued use of the Platform means you accept the revised Terms. The Terms don’t apply to sites and services operated by other companies you may access through the Platform. Any legal claim involving these Terms, the site, or the services will be settled by arbitration, not through a trial in front of a judge or jury, or through a className action lawsuit.
a. These Terms and Conditions (the “Terms”) are a legal agreement between you (“Licensee” or “you” and its derivatives) and Adaptiv.Me Group, Inc. (“Adaptiv.Me” or “we” and its derivatives). These Terms govern your use of Adaptiv.Me’s website athttps://Adaptiv.Me, (the “Site”) and your access to and use of our drag-and-drop application building, hosting, and management platform (the “Platform”). Except where specifically noted below, all references to the Platform include the Site as well. Adaptiv.Me’s Privacy Policy is incorporated by reference into these Terms and details how we collect, use, and protect information about individuals.
b.TO USE THE PLATFORM, YOU MUST BE 18 OR OLDER (or the age of majority in the jurisdiction from which you are accessing the Platform),OR BE 13 OR OLDER AND HAVE YOUR PARENT OR GUARDIAN’S CONSENT. If you are a parent or guardian agreeing to these Terms for your child, you are legally responsible for his or her use of the Platform. The Platform is not intended for anyone under 13 and individuals under 13 may not use the Platform.
c. By accessing or using the Platform, you represent and warrant that you have the legal right to do so, meet the age requirements in Section 1(b), and have the power to enter into a binding contract with us – either for yourself or on behalf of the entity on whose behalf you are using the Platform.YOU ARE REQUIRED TO AFFIRMATIVELY ACCEPT THESE TERMS WHEN INITIALLY SIGNING UP TO ACCESS THE PLATFORM.
d. These Terms do not apply to any third party websites, services and applications (“Third Party Services”) that you may access through the Platform, such as payment processors or messaging applications. We are not responsible for the content or practices of Third Party Services and provide links to Third Party Services only for the convenience of our users. We encourage you to carefully review the terms of service of any Third Party Service you access through the Platform.
e.SECTION 14 OF THESE TERMS REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES ARISING OUT OF THESE TERMS, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IF THERE IS SUCH A DISPUTE.
f. We may change these Terms at any time. When we do so, we will make a new copy of the Terms available on this page and will also inform you through the administration panel of the Platform, as applicable. Any changes to the Terms will be effective immediately for new users and five (5) days after notice of such changes is posted on the Site for existing users.
g. You may contact us using the contact form onhttps://Adaptiv.Me/contact or write us at Adaptiv.Me Group, Inc., 900 Broadway, Suite 504, New York, NY 10003 ATTN: Legal with any questions you have about these Terms, the Platform, or our other services.
2. PLATFORM LICENSE
You can use the Platform to build and host an application or site that you make available to others (a “Adaptiv.Me Site”). Any other use of the Platform, or attempt to copy or damage the Platform, is prohibited, and we may suspend or terminate your account in such event. You may pay an additional fee to access additional features that expand the functionality of the Platform or Adaptiv.Me Sites.
a. License. Subject to these Terms, Adaptiv.Me grants you a non-exclusive, non-transferable, non-sublicensable, limited and revocable license to: (i) access and use the functionality of the Platform to build, host and manage websites and other Internet-based services (collectively, a “Adaptiv.Me Site”) that may be made available to members of the general public (each such individual accessing a Adaptiv.Me Site, an “End User”). The license granted in this Section 2(a) includes the right to access, use, and make a reasonable number of copies of any written descriptions of the functionality, technical requirements, or use of the Platform (collectively, “Documentation”), and (b) use any changes to the Platform made available to all Adaptiv.Me clients at no additional cost (each, an “Update”) when each Update is made available. Updates are applied automatically to the Platform. Documentation is available athttps://Adaptiv.Me/documentation.
b. Restrictions. Except as explicitly permitted in these Terms, you may not, directly or indirectly: (i) modify or create derivative works of the Platform; (ii) decompile, reverse engineer, or translate any portion of the Platform into human-readable form (except to the extent expressly allowed by applicable law); (iii) rent, lease, share, distribute, or sell the Platform to any third party, including on a service bureau or similar basis; (iv) remove, alter or deface proprietary notices or marks in the Platform or Documentation; (v) disclose the results of testing or benchmarking of the Platform; (vi) circumvent or disable the Platform’s security, copyright protection, or license management mechanisms, (vii) interfere with the Platform’s operation; (viii) use the Platform to violate the law or the rights of any third party; or (ix) attempt to do any of the foregoing. Adaptiv.Me may take any actions it deems reasonable, including denying access to Users, suspending a Adaptiv.Me Site, or terminating your Subscription (as defined in Section 9(a)) for any breach of this Section 2(b).
c. Additional Features. An “Add-On” is an optional Platform feature available for an additional fee. Add-Ons are not required for the proper functioning of the Platform, may be subject to additional terms, and may be added to an existing subscription to the Platform. Add-Ons may include integrations to Third Party Services. Where Add-Ons have additional terms, you must accept such additional terms prior to accessing the Add-On.
3. USE OF THE PLATFORM
You must create an account to access the Platform’s application creation features. You are responsible for keeping your account credentials secure, for all acts that occur under your account, and for the acts of anyone who accesses the Platform on your behalf. You may use the Platform to create applications for your customers. You can’t use the Platform for illegal purposes, to post pornography or hateful content, harass others, or do anything else your mother would not approve of.
a. Accounts.
i. To access the Platform’s app creation and management tools you must create an account (an “Account”). Every individual with such access is a “Direct User” (as opposed to End Users, who are visitors to Adaptiv.Me Sites) and, unless the circumstance clearly indicates otherwise, all references to “you” in this Agreement apply to Direct Users. When you create or update an Account, you must provide information that lets us contact you and (if you are signing up for a paid Subscription or access to the Adaptiv.Me Marketplace as described in Section 6) process payments through our third party payment processor. All personal information that we collect in relation to your Account is subject to our Privacy Policy; information collected by the payment processor is subject to their equivalent policy. You agree to keep all Account information accurate, current and complete for so long as you are using the Platform.
ii. If you design, operate, or maintain Adaptiv.Me Sites for third parties on a commercial basis, you may create an Account under our Agency Subscription Plan, (an “Agency Account”), When operating an Agency Account, (1) you may not use it to create your own Adaptiv.Me Sites; (2) the restriction set forth in Section 2(b)(iii) does not apply to work you perform for your customers, and (3) once you create a Adaptiv.Me Site, your customer must establish their own Account with us at the proper Subscription level prior to making it available to End Users.
b. Security. Each Direct User must establish login credentials to access the Platform and is responsible for maintaining the confidentiality of such credentials. You must immediately inform Adaptiv.Me of any suspected unauthorized use of the Platform. Adaptiv.Me cannot and will not be liable for any loss or damage arising from a failure to safeguard Account credentials or unauthorized use of such credentials.
c. Acceptable Use. In addition to the restrictions set forth in Section 2(b), you and your Direct Users may not use the Platform in any way that does not comply with Adaptiv.Me’s Acceptable Use Policy, which is incorporated into these Terms by reference (https://Adaptiv.Me/acceptable-use-policy).
4. Adaptiv.Me OBLIGATIONS
We strive to keep the Platform available 24/7/365 but may suspend access for maintenance or to protect it from attacks or other threats. We protect the Platform with robust physical, network, and data security measures. Online support for the Platform is available athttps://Adaptiv.Me/documentation, and paid users have access to email support.
a. Availability. Adaptiv.Me will use commercially reasonable efforts to make the Platform available at all times, except for scheduled downtime and any unavailability caused by events beyond our reasonable control, such as fires, natural disasters, government actions, civil unrest, Internet service provider failures or delays, or denial of service attacks that would not be stopped by the use of standard security measures.
b. Security. Adaptiv.Me will employ industry-standard technical, logical, and physical security measures and practices for the Platform and any Adaptiv.Me systems on which Direct User Content (as defined in Section 5(a)) is stored or processed designed to preserve the security and integrity of, and prevent unauthorized access to, the Platform, Adaptiv.Me Sites, and Direct User Content.
c. Support. Adaptiv.Me will provide all Updates to the Platform and any Add-Ons applicable to your Account as and when they become available. Online documentation, community forums, manuals, and interactive training materials are available at all times athttps://Adaptiv.Me/documentation. In addition, Direct Users with paid Subscriptions have access to email support atsupport@Adaptiv.Me. Before emailing support, we strongly recommend you check the various help and support pages athttps://manual.Adaptiv.Me, as many questions received by our support team are addressed there. Support personnel respond to all emails during normal business hours (Weekdays from 9AM-7PM EST), provided that requests received from Dedicated Users as well as “Team” and “Production” Subscription Direct Users take priority over other requests.
5. Adaptiv.Me SITES AND DIRECT USER CONTENT
You are responsible for all content and operation of any Adaptiv.Me Site you build, including the actions of any individual who accesses or uses your site. You must include terms that are at least as protective of Adaptiv.Me as these Terms on your site. We can remove any content on the Platform or a Adaptiv.Me Site that violates these Terms.
a. General. You are responsible for all text, images, photographs, or other materials provided or uploaded by you or Direct Users associated with your Account to the Platform or Site (“Direct User Content”). Direct User Content includes all content of Adaptiv.Me Sites, the design and workflow of a Adaptiv.Me Site, all data generated by or submitted to a Adaptiv.Me Site (including information relating to End Users), any templates or plugins you make available through the Adaptiv.Me Marketplace, and any comments, reviews, responses or other information posted in any user forums or the equivalent.AS BETWEEN YOU AND Adaptiv.Me, YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL CONTENT, OPERATION, AND MANAGEMENT OF ANY Adaptiv.Me SITE OR OTHER DIRECT USER CONTENT TO WHICH YOU HAVE ACCESS (INCLUDING IF SUCH DIRECT USER CONTENT WAS PRODUCED BY OTHERS OPERATING ON YOUR BEHALF, SUCH AS WHERE MULTIPLE DIRECT USERS HAVE ACCESS TO A SINGLE Adaptiv.Me SITE), AND YOU AGREE TO INDEMNIFY Adaptiv.Me FOR ANY CLAIMS, DAMAGES, COSTS, AND LIABILITIES ARISING FROM SUCH Adaptiv.Me SITE OR CONTENT. For each piece of Direct User Content that you submit, you represent and warrant that: (i) you have the right to submit the Direct User Content to the Platform and grant the licenses set forth in this Section 4; (ii) if payment is required to any third party for the display of such Direct User Content that is licensed, you are solely responsible for all such payments and will indemnify Adaptiv.Me for any third party seeking license or other payments related to Direct User Content from Adaptiv.Me; (iii) the Direct User Content does not infringe, violate or misappropriate any third party’s rights, including any copyrights, trademarks or other intellectual property rights and privacy rights; and (iv) the Direct User Content complies with these Terms, the Acceptable Use Policy and all applicable laws.
b. End User Content and Adaptiv.Me Site Terms. If End Users are allowed to post content on a Adaptiv.Me Site, such content will be deemed Direct User Content of the Direct User(s) who own the Account(s) associated with such Adaptiv.Me Site. Each Adaptiv.Me Site must include terms of use that are at least as protective of Adaptiv.Me, and grant the controller of the Adaptiv.Me Site the same rights with respect to removal and treatment of End User content that Adaptiv.Me has with respect to Direct User Content set forth in these Terms, including Sections 2(b), 3(c), 5(c), 5(e), 6(c), and 15.
c. Review and Removal of Content. Adaptiv.Me is not required to review Direct User Content, but may determine, in our sole discretion, that certain Direct User Content violates these Terms. We may remove such content, suspend your Account, suspend access to the applicable Adaptiv.Me Site, or take any other steps that we deem appropriate in such case. Where applicable, Adaptiv.Me may still collect subscription fees from suspended accounts. Adaptiv.Me does not guarantee the accuracy, reliability or quality of Direct User Content. You acknowledge that by using the Platform or Adaptiv.Me Marketplace, or by visiting a Adaptiv.Me Site, you may be exposed to content that you may consider offensive, indecent or objectionable. If you believe that any content on the Platform infringes a third party copyright, trademark, or other intellectual property right, you may report the infringement as set forth in Section 15.
d. License to Adaptiv.Me. By posting, displaying, sharing or distributing Direct User Content on or through the Platform, you grant Adaptiv.Me, its affiliates, and any applicable Third Party Services a nonexclusive license to use such Direct User Content during the Term (as defined in Section 11) solely for the purpose of operating the Platform and providing related services. Adaptiv.Me is acquiring no rights in the Direct User Content except for the limited license set forth above.
e. Compliance and Preservation. Adaptiv.Me may access, preserve and disclose Account information and / or Direct User Content if Adaptiv.Me is required to do so by applicable law or if we believe in good faith that such access, preservation or disclosure is reasonably necessary to (i) comply with legal process, (ii) enforce these Terms, (iii) respond to claims that any Direct User Content violates the rights of third parties, including pursuant to Section 13, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of the Platform, Adaptiv.Me, our employees, directors or officers, partners and agents, or members of the public.
f. Ownership Disputes. Sometimes ownership of an Account or Adaptiv.Me Site is disputed between parties, such as a business and its employees, or a web designer and a client. We try not to get involved in these disputes. However, we reserve the right, at any time and in our sole discretion, and without notice to you, to determine rightful Account or Adaptiv.Me Site ownership and to transfer an Account or Adaptiv.Me Site to such owner. Our decision in that respect is final. If we feel that we can’t reasonably determine the rightful owner, we reserve the right to suspend an Account or Adaptiv.Me Site until the disputing parties reach a resolution. We also may request documentation, such as a government-issued photo ID, credit card invoice or business license, to help determine the rightful owner.
6. Adaptiv.Me MARKETPLACE
You buy or sell (license, really) templates and plugins for use with Adaptiv.Me Sites on the Adaptiv.Me Marketplace. Adaptiv.Me provides the Marketplace as a service to our users, but is not responsible for transactions on the Marketplace. We do not warrant any item licensed through the Marketplace, but may reject or remove items that we determine do not meet our standards. If you sell an item on the Marketplace, you may not sell that item anywhere else.
a. General. The “Adaptiv.Me Marketplace” lets Direct Users buy (a “Buyer”) and sell (a “Seller”) templates and plugins for use with the Platform (“User Components”). User Components are Direct User Content and subject to all applicable restrictions in Section 5, except as explicitly set forth in this Section 6. Sellers may not use Adaptiv.Me Marks in, or in connection with the marketing of, User Components, and may not otherwise suggest that they are associated with, or endorsed by, Adaptiv.Me. Buyers and Sellers in the Adaptiv.Me Marketplace contract directly with each other. Adaptiv.Me will not be a party to any contracts between Buyers and Seller. Adaptiv.Me facilitates these contracts by supplying a medium for the exchange of money. Payment will be processed at the end of a completed transaction. All payments must be made through the Adaptiv.Me Marketplace (using our Third Party Service provider).
b. Submission and Review. Direct Users who have created a User Component are invited to submit it using the “Submit” tab in the Adaptiv.Me Marketplace and completely and accurately filling out all requested information. By submitting a User Component, Seller (i) represents that it is compliant with the Platform, and (ii) makes all the representations and warranties set forth in Section 5(a) with respect to such User Component. Adaptiv.Me will review the submission and may refuse it for any reason whatsoever, including incompatibility with the Platform or inappropriate content.
c. Removal. Adaptiv.Me reserves the right, at any time and for any reason, to remove a User Component from the Adaptiv.Me Marketplace, even if it was previously approved, and even if the removal of such User Component materially diminishes the functionality of Adaptiv.Me Sites using such User Component. Adaptiv.Me will take commercially reasonable steps to work with the Seller to mitigate the effect of such removal, but is not responsible for any claims by End Users or third parties relating to such removal.
d. Disclaimer.Adaptiv.Me MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE CONTENT, FUNCTIONALITY, APPROPRIATENESS, MERCHANTABILITY, OR OTHERWISE OF ANY USER COMPONENT, AND DISCLAIMS ALL LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THE USE OF USER COMPONENTS.
e. Payments. Buyers and Sellers must be 18 (or the age of majority in the jurisdiction from which they are accessing the Adaptiv.Me Marketplace). While Adaptiv.Me processes all transactions for User Components, (i) each such transaction is solely between the applicable Buyer and Seller; (ii) Adaptiv.Me has no liability to either Buyer or Seller with respect to such transaction; and (iii) the Buyer’s license rights to the User Component are solely determined by the Seller, subject to the limitations set forth in Section 6(e). Before using the Adaptiv.Me Marketplace, Buyers and Sellers must first register their payment information with Adaptiv.Me’s Third Party Service provider for payments (currently Stripe) if they have not previously done so. The price for User Components is determined by the Seller within a band set by Adaptiv.Me, and Adaptiv.Me will retain a commission for all transactions processed through the Adaptiv.Me Marketplace, in each case subject to the then-current Adaptiv.Me’s Marketplace Licences, Pricing, and Payment Policies (https://Adaptiv.Me/marketplace-policies). Sellers may make User Components available for no fee. Adaptiv.Me may suspend or withhold payments to Seller for any breach of Seller’s obligations set forth in this Section 6 or otherwise under this Agreement. Adaptiv.Me may, in its sole discretion, discount the prices of User Components for certain buyers (i.e., students) or in the context of special promotions, in which case Sellers will be notified of such terms in advance of their taking effect. Adaptiv.Me may change or end promotions at any time.
f. Refunds. Adaptiv.Me has no obligation to provide refunds or credits, but may grant them in extenuating circumstances, as a result of specific refund guarantee promotions, or to correct any errors made by Adaptiv.Me, in each case in Adaptiv.Me's sole discretion.
g. Exclusivity. Sellers may only offer User Components on the Adaptiv.Me Marketplace. Sellers may promote User Components on their own or third party sites, but any “purchase” link or the equivalent must direct the user to the Adaptiv.Me Marketplace (and not via a frame or pop-up but via a re-direct).
h. License to Buyer.
i. All User Components are licensed, not sold, and the Seller retains all right, title and interest in and to the User Component except for the limited license provided to Buyer as set forth herein.
ii. Unless otherwise set forth in customized license terms made available to Buyer in connection with the applicable User Component: (1) all the rights and restrictions of Section 2 apply to each Buyer and Seller, except such Section should be read to replace “Adaptiv.Me” with “Seller”, “you” with “Buyer”, and “Platform” with the name of the applicable User Component; (2) Seller affirms that the representations and warranties made in Section 5(a) with respect to all Direct User Content apply fully to all User Components, and acknowledges that Buyer may seek appropriate remedies for a breach of any such representations and warranties; and (3) Seller will fully disclose any Open Source Software or Third Party Services integrated into or dynamically linked to by such User Component. For each User Component, the Seller must indicate whether it is licensed for individual or internal business use only or whether a Buyer may use such User Component in a Adaptiv.Me Site built for third parties (i.e., where the Buyer is an agency) and any other restrictions applicable to such license. Payment and other terms may differ between individual and agency licenses, and will be specified in the description for such User Component.
iii. Any Buyer license to a User Component will terminate upon termination of Buyer’s license to the Platform hereunder. If a Seller removes a User Component from the Adaptiv.Me Marketplace, prior license grants to such User Component will not be affected. In either case, no additional payments for such User Component will be due following such termination or removal. Seller must maintain an active Account with Adaptiv.Me in order to receive payment for User Components hereunder. If Seller’s Account is terminated, Buyers will no longer be required to make any payments for Seller’s User Components, but will not be required to stop using such User Components, and Seller will have no ongoing obligations with respect to such User Components.Adaptiv.Me WILL HAVE NO LIABILITY TO ANY BUYER OR SELLER FOR LOSS OF PAYMENT, LACK OF SUPPORT, REMOVAL OF USER COMPONENTS, OR ANY OTHER CONSEQUENCES ARISING FROM THE TERMINATION OF A BUYER OR SELLER’S Adaptiv.Me ACCOUNT, REMOVAL OF A USER COMPONENT FROM THE Adaptiv.Me MARKETPLACE, OR ANY ACTS OR OMISSIONS OF BUYERS AND SELLERS WITH RESPECT TO THE Adaptiv.Me MARKETPLACE.
iv. Reviews. To the extent that Adaptiv.Me provides users of the Adaptiv.Me Marketplace an opportunity to review or otherwise comment upon User Components (“Buyer Reviews”), (i) Adaptiv.Me and the applicable Seller may reproduce, publish, and distribute any information about Buyer Reviews in any forum in connection with promotion of the Platform, the Adaptiv.Me Marketplace, and the User Components, and (ii) for all other purposes, Buyer Reviews are Direct User Content and subject to the applicable provisions of Section 5.
7. OWNERSHIP
We own the Platform and all information about its use that does not allow for the identification of individuals. You own your content. We may use any feedback you provide about the Platform or Adaptiv.Me without compensating you.
a. Platform. Aside from the limited license granted to you in Section 2(a), Adaptiv.Me retains all right, title and interest in and to the Platform, Documentation, and all Updates. The Platform includes the Adaptiv.Me Marketplace (but not User Components).
b. Direct User Content. Except for the limited licenses granted to Adaptiv.Me in Sections 5(c), 6(d) and 6(g), as between the parties, you retain all right, title, and interest in and to your Direct User Content. For the avoidance of doubt, you may re-use any Direct User Content, including Adaptiv.Me Site workflow and design, on other web platforms or media without restriction. Direct User Content includes User Components.
c. Usage Information. Adaptiv.Me owns all data regarding installation, registration, and use of the Platform, and related to Platform performance, including response times, load averages, usage statistics, and activity logs, (collectively, “Usage Information”). Usage Information includes information about Adaptiv.Me Sites and User Components incorporated into Adaptiv.Me Sites. Usage Information does not include any personally identifiable information or End User Information, but may include aggregated information derived from Direct User Content. Usage Information is used to contribute to analytical models used by Adaptiv.Me, to monitor and improve the Platform, and to perform Adaptiv.Me’s obligations under this Agreement.
d. Marks. You and Adaptiv.Me each retain all right, title and interest in and to their respective trademarks, service marks, logos, name, branding, and equivalent identifiers (“Marks”). You grant Adaptiv.Me a limited, non-exclusive, non-transferable, sublicensable right to use your Marks on the Platform and as otherwise required to fulfill its obligations hereunder, and for attribution as set forth in Section 15(e), consistent with your standard guidelines regarding the use of the Marks. Except for the reproduction of Adaptiv.Me Marks as permitted herein (i.e., promotion of the Adaptiv.Me Marketplace on your site), you may not use Adaptiv.Me Marks for any purposes, including in a way that suggests you are or endorsed by or associated with Adaptiv.Me in anything other than a customer relationship, or in connection with the marketing of, your Adaptiv.Me Sites or other services related to Adaptiv.Me. All permitted use of a party’s Marks hereunder will inure to the benefit of the owning party.
e. Feedback. Any feedback, comments, or suggestions you may provide regarding us, the Platform, or other services we offer (“Feedback”) is entirely voluntary and you hereby grant Adaptiv.Me a perpetual, irrevocable, and royalty-free right and license to use all Feedback in any lawful manner whatsoever, without any obligation to you.
8. THIRD PARTY MATERIAL
We may make content or services provided by third parties available through the Platform as a convenience to our users. We are not responsible for their content or services, and recommend that you review their terms before using it.
a. Third Party Services. You are responsible for complying with the terms of use of all Third Party Services applicable to your use of the Platform. Adaptiv.Me is not responsible for the performance of Third Party Services. Adaptiv.Me will maintain compatibility of the Platform with Third Party Services accessed via the standard features of the Platform or Add-Ons as part of the support services set forth in Section 4(c).
b. Third Party Content. Adaptiv.Me may make content from third parties, including data provided by Third Party Services (“Third Party Content”), available via the Platform. Adaptiv.Me is not responsible for the accuracy or completeness of Third Party Content. If Adaptiv.Me is required to remove Third Party Content, or is notified that certain Third Party Content may violate applicable law or third party rights, Adaptiv.Me may remove such Third Party Content without notice.
c. Open Source Software. Certain items of code provided with or accessed via the Platform are subject to “open source” or “free software” licenses (“OSS”), a list of which is available athttps://Adaptiv.Me/oss. OSS is not subject to these Terms, except for this Section 8(c) and Section 12. Instead, each item of OSS is licensed under the terms of the license that accompanies such OSS.
9. FEES
Any fees for Platform Subscriptions are due in advance, are automatically charged to your credit card, and will continue until cancelled. We will charge sales tax where applicable. We use Stripe to process payments and you must agree to their terms when entering payment information.
a. Subscription. You do not need to pay to access the Platform, but certain features of the Platform are only available with a paid access plan (a “Subscription”). Subscription levels, features, and pricing are available athttps://Adaptiv.Me/pricing. Fees for Subscriptions (“Subscription Fees”) are due in advance for each billing period, with the initial payment due when you add a Subscription to your Account (the “Subscription Start Date”). All Subscription Fees and other payments or credits related to your Account (including those for Adaptiv.Me Marketplace purchases or sales) will be made in accordance with the charges and billing terms in effect when such payment is due or funds are received. You must provide us with a valid credit card or other payment method that we accept (“Payment Provider”), prior to starting a Subscription or submitting a User Component to (or licensing one from) the Adaptiv.Me Marketplace. You can find a list of payment methods that we accept athttps://manual.Adaptiv.Me/account-plans-and-billing/plans-and-billing.html. You will promptly update your Account if there is any change to your payment information. Your Payment Provider agreement, and not these Terms, governs your use of the designated credit card or online transaction account. By providing your payment information, you agree that we may invoice you for all fees and charges when they become due to us (and process all payments due to you as a Seller) without additional notice or consent. We may change our fees and billing practices at any time, either by posting notice of such change on the Site or notifying you within the Platform, provided that any pre-paid fees for Services not yet completed will not be affected by such change.
b. Automatic Renewal. Subscriptions will automatically renew at the rates then in effect until cancelled as set forth in Section 9(c). By subscribing, you authorize us to charge your Payment Provider at the beginning of any subscription period. Upon renewal of your Subscription, if we do not receive payment from your Payment Provider, you will either pay all amounts due on your Account within fifteen (15) days of the date such payment was due or we may terminate your Subscription.
c. Cancellation. Subscriptions may be cancelled at any time by going to the “Plans and Billing Information” section of your “Account” page or by contacting us via email atsupport@Adaptiv.Me. Monthly Subscriptions may be terminated at any time. Annual Subscriptions will automatically renew for an additional year at the then-current price for the selected Services unless cancelled prior to the anniversary of the applicable Subscription Start Date. Cancelled Accounts will immediately lose access to paid features on the Platform and other paid Adaptiv.Me services upon cancellation, including connection with any custom domain you may have set up.
d. Taxes. “Sales Tax” means any sales or use tax, and any equivalent tax measured by sales proceeds that we are required to pass through to our customers or to Buyers on the Marketplace. Sales Tax is automatically calculated and added to all orders where applicable. To the extent applicable, all payments for the Services will be made free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to us will be your sole responsibility.
e. Payment Services. We use Stripe for payment services (e.g., card acceptance, merchant settlement, and related services). By paying for a Subscription or a User Component, you agree to be bound by Stripe’s Privacy Policy:https://stripe.com/us/privacy/ and authorize us and Stripe to share any information and payment instructions you provide with your Payment Provider and any other Third Party Service provider(s) solely required to complete your transactions.
10. CONFIDENTIAL INFORMATION
We will each keep the other’s sensitive information safe, and only use it as necessary.
a. General. “Confidential Information” means non-public or proprietary information in any form disclosed by or on behalf of either party that (i) is marked or identified as “confidential” or with a similar designation, or (ii) by its nature or the circumstances of its disclosure ought reasonably to be treated as confidential. The Platform, Documentation, and Usage Information is Adaptiv.Me Confidential Information. Each party may have access to the other party’s Confidential Information as a result of this Agreement. Confidential Information is the sole property of the disclosing party.
b. Use. Each party will: (i) only use Confidential Information to fulfill its obligations hereunder and/or as contemplated by these Terms and the Privacy Policy; (ii) only provide access to Confidential Information on an “as-needed” basis to its personnel, agents, and/or consultants who are bound by obligations materially similar to this Section 10(b), and (iii) maintain Confidential Information using methods at least as protective as it uses to protect its own information of a similar nature, but in no event with less than a reasonable degree of care. The obligations in this Section 10(b) will apply during and for three (3) years after the Term, except in the case of Confidential Information that is a trade secret, in which case the obligations will remain in effect as long as the trade secret is maintained.
c. Exceptions. Confidential Information does not include information that is: (i) publicly available when disclosed or becomes publicly available without fault of the recipient after disclosure; (ii) rightfully learned by recipient from entities not bound to keep such information confidential, (iii) independently developed by recipient; or (iv) approved for unrestricted disclosure by the disclosing party. In addition, a recipient may disclose the other party’s Confidential Information as required by court order or applicable law (provided that, to the extent legally permissible, the recipient promptly notifies the other party of such requirement and cooperates with the other party’s reasonable efforts to prevent or limit the scope of such disclosure, at the other party's expense).
11. TERM AND TERMINATION
You may terminate these Terms at any time by cancelling your subscription and stopping use of the Platform. We may terminate them for your breach, including failure to pay.
a. Term. These Terms will remain in effect for so long as you access the Site or use the Platform (the “Term”).
b. Termination by Adaptiv.Me. If timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of these Terms, or if we are required to do so by law (e.g., where the provision of the Platform becomes unlawful), we may, immediately and without notice, suspend or terminate your Account. We will not be liable to you or any third party for any such termination, except that, if we stop offering the Platform where required to do so by law, we will refund any prepaid Subscription Fees for the remainder of the Term then in effect within thirty (30) days of the date of termination.
c. Termination by You. Subscriptions may be cancelled at any time by going to the “Plans and Billing Information” section of your “Account” page or by contacting us via email atsupport@Adaptiv.Me as set forth in Section 9(c). Following the termination date of your Subscription, these Terms will no longer apply to you unless (and only to the extent that) you access the Site.
d. Effect of Termination. Upon expiration or termination of this Agreement for any reason, the rights and licenses granted under this Agreement will immediately terminate. Sections 7, 10, 11(d), and 12 through 15 will survive the termination or expiration of this Agreement for any reason.
12. DISCLAIMER; LIMITATION OF LIABILITY; INDEMNIFICATION
The Platform is provided without any warranty. With a few exceptions (like if we steal your content) our maximum liability to you under this Agreement is $100. You are responsible for all costs and damages we suffer as a result of your content or breach of these Terms.
a. WARRANTY. THE PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND. Adaptiv.Me MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. Adaptiv.Me DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR WORK WITHOUT INTERRUPTIONS.
b. LIMITATION OF LIABILITY. EXCEPT IN THE CASE OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY, IN NO EVENT WILL (a) Adaptiv.Me’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS, OR (b) EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
c. INDEMNIFICATION. You will indemnify, defend and hold Adaptiv.Me harmless from any claim, action, suit or proceeding made or brought against Adaptiv.Me arising out of or related to (a) your breach of any term of this Agreement, or (b) Direct User Content.
13. INFRINGEMENT
We may remove content from the Platform or a Adaptiv.Me Site that users report as infringing the intellectual property rights of others, or that we believe does so.
a. General. Adaptiv.Me respects the intellectual property rights of others and we expect our users to do the same. If you are a copyright owner and believe a user of the Platform or operator of a Adaptiv.Me Site is infringing your copyright or the copyright of any third party, please notify our designated copyright agent in writing at the following address:
Adaptiv.Me Group, Inc.
900 Broadway
Suite 504
New York, NY 10003
ATTN: Legal
legal@Adaptiv.Me
b. Notice Requirements. Each notification must include the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the right that is allegedly infringed, (ii) a description of the work claimed to have been infringed, or, if multiple works are covered by a single notification, a representative list of such works, (iii) identification of the material that is claimed to be infringing, and information reasonably sufficient to permit Adaptiv.Me to locate the material, (iv) information reasonably sufficient to permit Adaptiv.Me to contact you, such as an address, telephone number, and, email address, (v) a written statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law, and (vi) a statement made under penalty of perjury that the information in the notification is accurate and that you are the copyright owner or authorized to act on the owner’s behalf.
c. Trademarks. The above process may be used to inform us of potential or suspected violations of other intellectual property rights, including unauthorized use of trademarked material.
d. Rights and Remedies. We may remove Direct User Content and other content on the Platform alleged to be infringing and terminate the right to use the Platform by any Direct User who infringes the intellectual property rights of another person or entity, in each case without prior notice and at our sole discretion.
14. DISPUTE RESOLUTION
New York law governs these Terms. Any dispute about the Platform or the Terms will be settled by arbitration, not a trial in front of a judge or jury, or through a className action lawsuit.
a. Governing Law. These Terms, for all purposes, will be governed and interpreted according to the laws of the State of New York, without giving effect to its conflicts of laws provisions that would require a different result.
b. Arbitration. Any dispute that may not be brought in small claims court will be resolved by binding and confidential arbitration conducted in the English language, in New York, New York, before one commercial arbitrator from the American Arbitration Association (“AAA”) with substantial experience in resolving commercial contract disputes and governed by the AAA’s Commercial Arbitration Rules (the “Rules”).
i.YOU ARE GIVING UP YOUR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY FOR ANY DISPUTE ARISING UNDER THESE TERMS, EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. YOU ARE ENTITLED TO A FAIR HEARING, BUT THE ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. ARBITRATOR DECISIONS ARE AS ENFORCEABLE AS ANY COURT ORDER AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT.
ii.ANY CLAIMS BROUGHT BY EITHER PARTY MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF.
iii. You have the right to opt out of the provisions of this Section 14 (for purposes of this Section only, the “Arbitration Agreement”) requiring and governing arbitration by sending written notice of your decision to opt out to the following address:legal@Adaptiv.Me, Adaptiv.Me Group, Inc., 900 Broadway, Suite 504, New York, NY 10003 ATTN: Legal within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Account username (if any), the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you.
iv. Any arbitration award will be final and binding upon the parties without appeal or review except as permitted by State of New York law or United States federal law. Each party will bear its own costs with respect to the arbitration procedure.
v. Notwithstanding the foregoing, (1) either party may bring an individual action in small claims court, and (2) claims of (A) defamation, (B) violation of the Computer Fraud and Abuse Act, or (C) infringement or misappropriation of the other party’s intellectual property rights, may be exclusively brought in the state or federal courts located in New York County, New York. The parties agree to submit to the exclusive personal jurisdiction of such courts for such purpose. A request for equitable relief will not be deemed a waiver of the right to arbitrate.
c. Enforceability. With the exception of Section 14(b)(i), if any part of Section 14(b) is deemed to be invalid or unenforceable for any reason then the balance of Section 14(b) will remain in effect. If, however, Section 14(b)(i) is found to be invalid or unenforceable for any reason, or we receive a valid opt-out notice from you pursuant to Section 14(b)(iii), then Section 14(b) will be null and void, neither party will be entitled to arbitration, and any claims relating to the Terms or Platform will be exclusively brought in a state or federal court located in New York County, New York.
15. MISCELLANEOUS
a. Assignment. You may not assign these Terms or any rights or obligations without Adaptiv.Me’s prior written consent. Subject to the foregoing, these Terms will inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. Any attempted assignment in violation of this Section 15(a) will be null and void.
b. Export Regulations. The Platform may be subject to export laws and regulations of the United States and other jurisdictions. You represent that you are not named on any U.S. government denied-party list. You will not permit Direct Users to access or use the Platform in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria, or Crimea (region of Ukraine)) or in violation of any U.S. export law or regulation.
c. U.S. Government Restricted Rights. Adaptiv.Me provides the Platform, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in these Terms. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these Terms, it must negotiate with Adaptiv.Me to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.
d. Severability. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the remaining provisions will remain in full force and effect.
e. Attribution. We may identify you as a client in standard marketing materials, including the customer page of the Site.
f. Waiver. The waiver of a breach of any term hereof will in no way be construed as a waiver of any other term or breach hereof.
g. Entire Agreement; Modification. These Terms are the entire understanding of the parties with respect to their subject matter and supersede any previous or contemporaneous communications, whether oral or written. These Terms may be modified as set forth in Section 1(f) or in a writing signed by both parties.
h. Headings and Interpretation. Headings and the summary explanations at the beginning of each Section of these Terms are for reference only and do not affect the parties’ rights and obligations hereunder. As used herein, “may” means “has the right, but not the obligation, to”; “includes” and its variations means “includes, but is not limited to”; and “days” means calendar days, provided that obligations that would be due on a weekend or holiday will be due on the next business day following such weekend or holiday.
BY CLICKING THE “I AGREE” BUTTON, YOU ARE INDICATING THAT YOU HAVE READ AND CONSENT TO BE BOUND BY THESE TERMS. IF YOU HAVE NOT READ THESE TERMS, OR YOU DO NOT AGREE TO BE LEGALLY BOUND BY THEM, CLICK “I DON'T AGREE” AND DO NOT USE THE PLATFORM.
Effective date: August 28, 2020
Welcome to Adaptiv.Me – the site that lets you create, distribute, and manage your own website or online application, with no coding required. Adaptiv.Me is both a visual programming tool and a cloud platform. You use the programming tool to build your applications, while they are hosted and run on the cloud platform. The application editor is accessed through your browser. There is nothing to download, and you can access your application from any device. Once an application is built on Adaptiv.Me, there is no need to deploy the application to a cloud solution. As soon as an application is built on Adaptiv.Me, it is hosted on Adaptiv.Me's cloud infrastructure. If you want to know more about what Adaptiv.Me is and isn’t, please see the manual athttps://manual.Adaptiv.Me (we borrowed this introduction from there, but the manual goes a lot deeper).
Our “Terms and Conditions” are below. So that you don’t just have to hold your nose and click “I agree” or wade through a sea of legalese, we created short summaries of what each major section says. Of course, our lawyer insisted that these summaries must be “clearly and conspicuously identified” as “not legally effective,” so you can easily distinguish them below – they are in italics and do not have any numbering.
1. INTRODUCTION
These “Terms” are a legal contract between you and Adaptiv.Me. You must be able to enter into contract to use our “Platform”. This includes the age requirement that you must be at least 18 years old, or 13 and have the consent of your parent or guardian, to use it. These Terms include our Privacy Policy. We may change these Terms on occasion, and your continued use of the Platform means you accept the revised Terms. The Terms don’t apply to sites and services operated by other companies you may access through the Platform. Any legal claim involving these Terms, the site, or the services will be settled by arbitration, not through a trial in front of a judge or jury, or through a className action lawsuit.
a. These Terms and Conditions (the “Terms”) are a legal agreement between you (“Licensee” or “you” and its derivatives) and Adaptiv.Me Group, Inc. (“Adaptiv.Me” or “we” and its derivatives). These Terms govern your use of Adaptiv.Me’s website athttps://Adaptiv.Me, (the “Site”) and your access to and use of our drag-and-drop application building, hosting, and management platform (the “Platform”). Except where specifically noted below, all references to the Platform include the Site as well. Adaptiv.Me’s Privacy Policy is incorporated by reference into these Terms and details how we collect, use, and protect information about individuals.
b.TO USE THE PLATFORM, YOU MUST BE 18 OR OLDER (or the age of majority in the jurisdiction from which you are accessing the Platform),OR BE 13 OR OLDER AND HAVE YOUR PARENT OR GUARDIAN’S CONSENT. If you are a parent or guardian agreeing to these Terms for your child, you are legally responsible for his or her use of the Platform. The Platform is not intended for anyone under 13 and individuals under 13 may not use the Platform.
c. By accessing or using the Platform, you represent and warrant that you have the legal right to do so, meet the age requirements in Section 1(b), and have the power to enter into a binding contract with us – either for yourself or on behalf of the entity on whose behalf you are using the Platform.YOU ARE REQUIRED TO AFFIRMATIVELY ACCEPT THESE TERMS WHEN INITIALLY SIGNING UP TO ACCESS THE PLATFORM.
d. These Terms do not apply to any third party websites, services and applications (“Third Party Services”) that you may access through the Platform, such as payment processors or messaging applications. We are not responsible for the content or practices of Third Party Services and provide links to Third Party Services only for the convenience of our users. We encourage you to carefully review the terms of service of any Third Party Service you access through the Platform.
e.SECTION 14 OF THESE TERMS REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES ARISING OUT OF THESE TERMS, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IF THERE IS SUCH A DISPUTE.
f. We may change these Terms at any time. When we do so, we will make a new copy of the Terms available on this page and will also inform you through the administration panel of the Platform, as applicable. Any changes to the Terms will be effective immediately for new users and five (5) days after notice of such changes is posted on the Site for existing users.
g. You may contact us using the contact form onhttps://Adaptiv.Me/contact or write us at Adaptiv.Me Group, Inc., 900 Broadway, Suite 504, New York, NY 10003 ATTN: Legal with any questions you have about these Terms, the Platform, or our other services.
2. PLATFORM LICENSE
You can use the Platform to build and host an application or site that you make available to others (a “Adaptiv.Me Site”). Any other use of the Platform, or attempt to copy or damage the Platform, is prohibited, and we may suspend or terminate your account in such event. You may pay an additional fee to access additional features that expand the functionality of the Platform or Adaptiv.Me Sites.
a. License. Subject to these Terms, Adaptiv.Me grants you a non-exclusive, non-transferable, non-sublicensable, limited and revocable license to: (i) access and use the functionality of the Platform to build, host and manage websites and other Internet-based services (collectively, a “Adaptiv.Me Site”) that may be made available to members of the general public (each such individual accessing a Adaptiv.Me Site, an “End User”). The license granted in this Section 2(a) includes the right to access, use, and make a reasonable number of copies of any written descriptions of the functionality, technical requirements, or use of the Platform (collectively, “Documentation”), and (b) use any changes to the Platform made available to all Adaptiv.Me clients at no additional cost (each, an “Update”) when each Update is made available. Updates are applied automatically to the Platform. Documentation is available athttps://Adaptiv.Me/documentation.
b. Restrictions. Except as explicitly permitted in these Terms, you may not, directly or indirectly: (i) modify or create derivative works of the Platform; (ii) decompile, reverse engineer, or translate any portion of the Platform into human-readable form (except to the extent expressly allowed by applicable law); (iii) rent, lease, share, distribute, or sell the Platform to any third party, including on a service bureau or similar basis; (iv) remove, alter or deface proprietary notices or marks in the Platform or Documentation; (v) disclose the results of testing or benchmarking of the Platform; (vi) circumvent or disable the Platform’s security, copyright protection, or license management mechanisms, (vii) interfere with the Platform’s operation; (viii) use the Platform to violate the law or the rights of any third party; or (ix) attempt to do any of the foregoing. Adaptiv.Me may take any actions it deems reasonable, including denying access to Users, suspending a Adaptiv.Me Site, or terminating your Subscription (as defined in Section 9(a)) for any breach of this Section 2(b).
c. Additional Features. An “Add-On” is an optional Platform feature available for an additional fee. Add-Ons are not required for the proper functioning of the Platform, may be subject to additional terms, and may be added to an existing subscription to the Platform. Add-Ons may include integrations to Third Party Services. Where Add-Ons have additional terms, you must accept such additional terms prior to accessing the Add-On.
3. USE OF THE PLATFORM
You must create an account to access the Platform’s application creation features. You are responsible for keeping your account credentials secure, for all acts that occur under your account, and for the acts of anyone who accesses the Platform on your behalf. You may use the Platform to create applications for your customers. You can’t use the Platform for illegal purposes, to post pornography or hateful content, harass others, or do anything else your mother would not approve of.
a. Accounts.
i. To access the Platform’s app creation and management tools you must create an account (an “Account”). Every individual with such access is a “Direct User” (as opposed to End Users, who are visitors to Adaptiv.Me Sites) and, unless the circumstance clearly indicates otherwise, all references to “you” in this Agreement apply to Direct Users. When you create or update an Account, you must provide information that lets us contact you and (if you are signing up for a paid Subscription or access to the Adaptiv.Me Marketplace as described in Section 6) process payments through our third party payment processor. All personal information that we collect in relation to your Account is subject to our Privacy Policy; information collected by the payment processor is subject to their equivalent policy. You agree to keep all Account information accurate, current and complete for so long as you are using the Platform.
ii. If you design, operate, or maintain Adaptiv.Me Sites for third parties on a commercial basis, you may create an Account under our Agency Subscription Plan, (an “Agency Account”), When operating an Agency Account, (1) you may not use it to create your own Adaptiv.Me Sites; (2) the restriction set forth in Section 2(b)(iii) does not apply to work you perform for your customers, and (3) once you create a Adaptiv.Me Site, your customer must establish their own Account with us at the proper Subscription level prior to making it available to End Users.
b. Security. Each Direct User must establish login credentials to access the Platform and is responsible for maintaining the confidentiality of such credentials. You must immediately inform Adaptiv.Me of any suspected unauthorized use of the Platform. Adaptiv.Me cannot and will not be liable for any loss or damage arising from a failure to safeguard Account credentials or unauthorized use of such credentials.
c. Acceptable Use. In addition to the restrictions set forth in Section 2(b), you and your Direct Users may not use the Platform in any way that does not comply with Adaptiv.Me’s Acceptable Use Policy, which is incorporated into these Terms by reference (https://Adaptiv.Me/acceptable-use-policy).
4. Adaptiv.Me OBLIGATIONS
We strive to keep the Platform available 24/7/365 but may suspend access for maintenance or to protect it from attacks or other threats. We protect the Platform with robust physical, network, and data security measures. Online support for the Platform is available athttps://Adaptiv.Me/documentation, and paid users have access to email support.
a. Availability. Adaptiv.Me will use commercially reasonable efforts to make the Platform available at all times, except for scheduled downtime and any unavailability caused by events beyond our reasonable control, such as fires, natural disasters, government actions, civil unrest, Internet service provider failures or delays, or denial of service attacks that would not be stopped by the use of standard security measures.
b. Security. Adaptiv.Me will employ industry-standard technical, logical, and physical security measures and practices for the Platform and any Adaptiv.Me systems on which Direct User Content (as defined in Section 5(a)) is stored or processed designed to preserve the security and integrity of, and prevent unauthorized access to, the Platform, Adaptiv.Me Sites, and Direct User Content.
c. Support. Adaptiv.Me will provide all Updates to the Platform and any Add-Ons applicable to your Account as and when they become available. Online documentation, community forums, manuals, and interactive training materials are available at all times athttps://Adaptiv.Me/documentation. In addition, Direct Users with paid Subscriptions have access to email support atsupport@Adaptiv.Me. Before emailing support, we strongly recommend you check the various help and support pages athttps://manual.Adaptiv.Me, as many questions received by our support team are addressed there. Support personnel respond to all emails during normal business hours (Weekdays from 9AM-7PM EST), provided that requests received from Dedicated Users as well as “Team” and “Production” Subscription Direct Users take priority over other requests.
5. Adaptiv.Me SITES AND DIRECT USER CONTENT
You are responsible for all content and operation of any Adaptiv.Me Site you build, including the actions of any individual who accesses or uses your site. You must include terms that are at least as protective of Adaptiv.Me as these Terms on your site. We can remove any content on the Platform or a Adaptiv.Me Site that violates these Terms.
a. General. You are responsible for all text, images, photographs, or other materials provided or uploaded by you or Direct Users associated with your Account to the Platform or Site (“Direct User Content”). Direct User Content includes all content of Adaptiv.Me Sites, the design and workflow of a Adaptiv.Me Site, all data generated by or submitted to a Adaptiv.Me Site (including information relating to End Users), any templates or plugins you make available through the Adaptiv.Me Marketplace, and any comments, reviews, responses or other information posted in any user forums or the equivalent.AS BETWEEN YOU AND Adaptiv.Me, YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL CONTENT, OPERATION, AND MANAGEMENT OF ANY Adaptiv.Me SITE OR OTHER DIRECT USER CONTENT TO WHICH YOU HAVE ACCESS (INCLUDING IF SUCH DIRECT USER CONTENT WAS PRODUCED BY OTHERS OPERATING ON YOUR BEHALF, SUCH AS WHERE MULTIPLE DIRECT USERS HAVE ACCESS TO A SINGLE Adaptiv.Me SITE), AND YOU AGREE TO INDEMNIFY Adaptiv.Me FOR ANY CLAIMS, DAMAGES, COSTS, AND LIABILITIES ARISING FROM SUCH Adaptiv.Me SITE OR CONTENT. For each piece of Direct User Content that you submit, you represent and warrant that: (i) you have the right to submit the Direct User Content to the Platform and grant the licenses set forth in this Section 4; (ii) if payment is required to any third party for the display of such Direct User Content that is licensed, you are solely responsible for all such payments and will indemnify Adaptiv.Me for any third party seeking license or other payments related to Direct User Content from Adaptiv.Me; (iii) the Direct User Content does not infringe, violate or misappropriate any third party’s rights, including any copyrights, trademarks or other intellectual property rights and privacy rights; and (iv) the Direct User Content complies with these Terms, the Acceptable Use Policy and all applicable laws.
b. End User Content and Adaptiv.Me Site Terms. If End Users are allowed to post content on a Adaptiv.Me Site, such content will be deemed Direct User Content of the Direct User(s) who own the Account(s) associated with such Adaptiv.Me Site. Each Adaptiv.Me Site must include terms of use that are at least as protective of Adaptiv.Me, and grant the controller of the Adaptiv.Me Site the same rights with respect to removal and treatment of End User content that Adaptiv.Me has with respect to Direct User Content set forth in these Terms, including Sections 2(b), 3(c), 5(c), 5(e), 6(c), and 15.
c. Review and Removal of Content. Adaptiv.Me is not required to review Direct User Content, but may determine, in our sole discretion, that certain Direct User Content violates these Terms. We may remove such content, suspend your Account, suspend access to the applicable Adaptiv.Me Site, or take any other steps that we deem appropriate in such case. Where applicable, Adaptiv.Me may still collect subscription fees from suspended accounts. Adaptiv.Me does not guarantee the accuracy, reliability or quality of Direct User Content. You acknowledge that by using the Platform or Adaptiv.Me Marketplace, or by visiting a Adaptiv.Me Site, you may be exposed to content that you may consider offensive, indecent or objectionable. If you believe that any content on the Platform infringes a third party copyright, trademark, or other intellectual property right, you may report the infringement as set forth in Section 15.
d. License to Adaptiv.Me. By posting, displaying, sharing or distributing Direct User Content on or through the Platform, you grant Adaptiv.Me, its affiliates, and any applicable Third Party Services a nonexclusive license to use such Direct User Content during the Term (as defined in Section 11) solely for the purpose of operating the Platform and providing related services. Adaptiv.Me is acquiring no rights in the Direct User Content except for the limited license set forth above.
e. Compliance and Preservation. Adaptiv.Me may access, preserve and disclose Account information and / or Direct User Content if Adaptiv.Me is required to do so by applicable law or if we believe in good faith that such access, preservation or disclosure is reasonably necessary to (i) comply with legal process, (ii) enforce these Terms, (iii) respond to claims that any Direct User Content violates the rights of third parties, including pursuant to Section 13, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of the Platform, Adaptiv.Me, our employees, directors or officers, partners and agents, or members of the public.
f. Ownership Disputes. Sometimes ownership of an Account or Adaptiv.Me Site is disputed between parties, such as a business and its employees, or a web designer and a client. We try not to get involved in these disputes. However, we reserve the right, at any time and in our sole discretion, and without notice to you, to determine rightful Account or Adaptiv.Me Site ownership and to transfer an Account or Adaptiv.Me Site to such owner. Our decision in that respect is final. If we feel that we can’t reasonably determine the rightful owner, we reserve the right to suspend an Account or Adaptiv.Me Site until the disputing parties reach a resolution. We also may request documentation, such as a government-issued photo ID, credit card invoice or business license, to help determine the rightful owner.
6. Adaptiv.Me MARKETPLACE
You buy or sell (license, really) templates and plugins for use with Adaptiv.Me Sites on the Adaptiv.Me Marketplace. Adaptiv.Me provides the Marketplace as a service to our users, but is not responsible for transactions on the Marketplace. We do not warrant any item licensed through the Marketplace, but may reject or remove items that we determine do not meet our standards. If you sell an item on the Marketplace, you may not sell that item anywhere else.
a. General. The “Adaptiv.Me Marketplace” lets Direct Users buy (a “Buyer”) and sell (a “Seller”) templates and plugins for use with the Platform (“User Components”). User Components are Direct User Content and subject to all applicable restrictions in Section 5, except as explicitly set forth in this Section 6. Sellers may not use Adaptiv.Me Marks in, or in connection with the marketing of, User Components, and may not otherwise suggest that they are associated with, or endorsed by, Adaptiv.Me. Buyers and Sellers in the Adaptiv.Me Marketplace contract directly with each other. Adaptiv.Me will not be a party to any contracts between Buyers and Seller. Adaptiv.Me facilitates these contracts by supplying a medium for the exchange of money. Payment will be processed at the end of a completed transaction. All payments must be made through the Adaptiv.Me Marketplace (using our Third Party Service provider).
b. Submission and Review. Direct Users who have created a User Component are invited to submit it using the “Submit” tab in the Adaptiv.Me Marketplace and completely and accurately filling out all requested information. By submitting a User Component, Seller (i) represents that it is compliant with the Platform, and (ii) makes all the representations and warranties set forth in Section 5(a) with respect to such User Component. Adaptiv.Me will review the submission and may refuse it for any reason whatsoever, including incompatibility with the Platform or inappropriate content.
c. Removal. Adaptiv.Me reserves the right, at any time and for any reason, to remove a User Component from the Adaptiv.Me Marketplace, even if it was previously approved, and even if the removal of such User Component materially diminishes the functionality of Adaptiv.Me Sites using such User Component. Adaptiv.Me will take commercially reasonable steps to work with the Seller to mitigate the effect of such removal, but is not responsible for any claims by End Users or third parties relating to such removal.
d. Disclaimer.Adaptiv.Me MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE CONTENT, FUNCTIONALITY, APPROPRIATENESS, MERCHANTABILITY, OR OTHERWISE OF ANY USER COMPONENT, AND DISCLAIMS ALL LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THE USE OF USER COMPONENTS.
e. Payments. Buyers and Sellers must be 18 (or the age of majority in the jurisdiction from which they are accessing the Adaptiv.Me Marketplace). While Adaptiv.Me processes all transactions for User Components, (i) each such transaction is solely between the applicable Buyer and Seller; (ii) Adaptiv.Me has no liability to either Buyer or Seller with respect to such transaction; and (iii) the Buyer’s license rights to the User Component are solely determined by the Seller, subject to the limitations set forth in Section 6(e). Before using the Adaptiv.Me Marketplace, Buyers and Sellers must first register their payment information with Adaptiv.Me’s Third Party Service provider for payments (currently Stripe) if they have not previously done so. The price for User Components is determined by the Seller within a band set by Adaptiv.Me, and Adaptiv.Me will retain a commission for all transactions processed through the Adaptiv.Me Marketplace, in each case subject to the then-current Adaptiv.Me’s Marketplace Licences, Pricing, and Payment Policies (https://Adaptiv.Me/marketplace-policies). Sellers may make User Components available for no fee. Adaptiv.Me may suspend or withhold payments to Seller for any breach of Seller’s obligations set forth in this Section 6 or otherwise under this Agreement. Adaptiv.Me may, in its sole discretion, discount the prices of User Components for certain buyers (i.e., students) or in the context of special promotions, in which case Sellers will be notified of such terms in advance of their taking effect. Adaptiv.Me may change or end promotions at any time.
f. Refunds. Adaptiv.Me has no obligation to provide refunds or credits, but may grant them in extenuating circumstances, as a result of specific refund guarantee promotions, or to correct any errors made by Adaptiv.Me, in each case in Adaptiv.Me's sole discretion.
g. Exclusivity. Sellers may only offer User Components on the Adaptiv.Me Marketplace. Sellers may promote User Components on their own or third party sites, but any “purchase” link or the equivalent must direct the user to the Adaptiv.Me Marketplace (and not via a frame or pop-up but via a re-direct).
h. License to Buyer.
i. All User Components are licensed, not sold, and the Seller retains all right, title and interest in and to the User Component except for the limited license provided to Buyer as set forth herein.
ii. Unless otherwise set forth in customized license terms made available to Buyer in connection with the applicable User Component: (1) all the rights and restrictions of Section 2 apply to each Buyer and Seller, except such Section should be read to replace “Adaptiv.Me” with “Seller”, “you” with “Buyer”, and “Platform” with the name of the applicable User Component; (2) Seller affirms that the representations and warranties made in Section 5(a) with respect to all Direct User Content apply fully to all User Components, and acknowledges that Buyer may seek appropriate remedies for a breach of any such representations and warranties; and (3) Seller will fully disclose any Open Source Software or Third Party Services integrated into or dynamically linked to by such User Component. For each User Component, the Seller must indicate whether it is licensed for individual or internal business use only or whether a Buyer may use such User Component in a Adaptiv.Me Site built for third parties (i.e., where the Buyer is an agency) and any other restrictions applicable to such license. Payment and other terms may differ between individual and agency licenses, and will be specified in the description for such User Component.
iii. Any Buyer license to a User Component will terminate upon termination of Buyer’s license to the Platform hereunder. If a Seller removes a User Component from the Adaptiv.Me Marketplace, prior license grants to such User Component will not be affected. In either case, no additional payments for such User Component will be due following such termination or removal. Seller must maintain an active Account with Adaptiv.Me in order to receive payment for User Components hereunder. If Seller’s Account is terminated, Buyers will no longer be required to make any payments for Seller’s User Components, but will not be required to stop using such User Components, and Seller will have no ongoing obligations with respect to such User Components.Adaptiv.Me WILL HAVE NO LIABILITY TO ANY BUYER OR SELLER FOR LOSS OF PAYMENT, LACK OF SUPPORT, REMOVAL OF USER COMPONENTS, OR ANY OTHER CONSEQUENCES ARISING FROM THE TERMINATION OF A BUYER OR SELLER’S Adaptiv.Me ACCOUNT, REMOVAL OF A USER COMPONENT FROM THE Adaptiv.Me MARKETPLACE, OR ANY ACTS OR OMISSIONS OF BUYERS AND SELLERS WITH RESPECT TO THE Adaptiv.Me MARKETPLACE.
iv. Reviews. To the extent that Adaptiv.Me provides users of the Adaptiv.Me Marketplace an opportunity to review or otherwise comment upon User Components (“Buyer Reviews”), (i) Adaptiv.Me and the applicable Seller may reproduce, publish, and distribute any information about Buyer Reviews in any forum in connection with promotion of the Platform, the Adaptiv.Me Marketplace, and the User Components, and (ii) for all other purposes, Buyer Reviews are Direct User Content and subject to the applicable provisions of Section 5.
7. OWNERSHIP
We own the Platform and all information about its use that does not allow for the identification of individuals. You own your content. We may use any feedback you provide about the Platform or Adaptiv.Me without compensating you.
a. Platform. Aside from the limited license granted to you in Section 2(a), Adaptiv.Me retains all right, title and interest in and to the Platform, Documentation, and all Updates. The Platform includes the Adaptiv.Me Marketplace (but not User Components).
b. Direct User Content. Except for the limited licenses granted to Adaptiv.Me in Sections 5(c), 6(d) and 6(g), as between the parties, you retain all right, title, and interest in and to your Direct User Content. For the avoidance of doubt, you may re-use any Direct User Content, including Adaptiv.Me Site workflow and design, on other web platforms or media without restriction. Direct User Content includes User Components.
c. Usage Information. Adaptiv.Me owns all data regarding installation, registration, and use of the Platform, and related to Platform performance, including response times, load averages, usage statistics, and activity logs, (collectively, “Usage Information”). Usage Information includes information about Adaptiv.Me Sites and User Components incorporated into Adaptiv.Me Sites. Usage Information does not include any personally identifiable information or End User Information, but may include aggregated information derived from Direct User Content. Usage Information is used to contribute to analytical models used by Adaptiv.Me, to monitor and improve the Platform, and to perform Adaptiv.Me’s obligations under this Agreement.
d. Marks. You and Adaptiv.Me each retain all right, title and interest in and to their respective trademarks, service marks, logos, name, branding, and equivalent identifiers (“Marks”). You grant Adaptiv.Me a limited, non-exclusive, non-transferable, sublicensable right to use your Marks on the Platform and as otherwise required to fulfill its obligations hereunder, and for attribution as set forth in Section 15(e), consistent with your standard guidelines regarding the use of the Marks. Except for the reproduction of Adaptiv.Me Marks as permitted herein (i.e., promotion of the Adaptiv.Me Marketplace on your site), you may not use Adaptiv.Me Marks for any purposes, including in a way that suggests you are or endorsed by or associated with Adaptiv.Me in anything other than a customer relationship, or in connection with the marketing of, your Adaptiv.Me Sites or other services related to Adaptiv.Me. All permitted use of a party’s Marks hereunder will inure to the benefit of the owning party.
e. Feedback. Any feedback, comments, or suggestions you may provide regarding us, the Platform, or other services we offer (“Feedback”) is entirely voluntary and you hereby grant Adaptiv.Me a perpetual, irrevocable, and royalty-free right and license to use all Feedback in any lawful manner whatsoever, without any obligation to you.
8. THIRD PARTY MATERIAL
We may make content or services provided by third parties available through the Platform as a convenience to our users. We are not responsible for their content or services, and recommend that you review their terms before using it.
a. Third Party Services. You are responsible for complying with the terms of use of all Third Party Services applicable to your use of the Platform. Adaptiv.Me is not responsible for the performance of Third Party Services. Adaptiv.Me will maintain compatibility of the Platform with Third Party Services accessed via the standard features of the Platform or Add-Ons as part of the support services set forth in Section 4(c).
b. Third Party Content. Adaptiv.Me may make content from third parties, including data provided by Third Party Services (“Third Party Content”), available via the Platform. Adaptiv.Me is not responsible for the accuracy or completeness of Third Party Content. If Adaptiv.Me is required to remove Third Party Content, or is notified that certain Third Party Content may violate applicable law or third party rights, Adaptiv.Me may remove such Third Party Content without notice.
c. Open Source Software. Certain items of code provided with or accessed via the Platform are subject to “open source” or “free software” licenses (“OSS”), a list of which is available athttps://Adaptiv.Me/oss. OSS is not subject to these Terms, except for this Section 8(c) and Section 12. Instead, each item of OSS is licensed under the terms of the license that accompanies such OSS.
9. FEES
Any fees for Platform Subscriptions are due in advance, are automatically charged to your credit card, and will continue until cancelled. We will charge sales tax where applicable. We use Stripe to process payments and you must agree to their terms when entering payment information.
a. Subscription. You do not need to pay to access the Platform, but certain features of the Platform are only available with a paid access plan (a “Subscription”). Subscription levels, features, and pricing are available athttps://Adaptiv.Me/pricing. Fees for Subscriptions (“Subscription Fees”) are due in advance for each billing period, with the initial payment due when you add a Subscription to your Account (the “Subscription Start Date”). All Subscription Fees and other payments or credits related to your Account (including those for Adaptiv.Me Marketplace purchases or sales) will be made in accordance with the charges and billing terms in effect when such payment is due or funds are received. You must provide us with a valid credit card or other payment method that we accept (“Payment Provider”), prior to starting a Subscription or submitting a User Component to (or licensing one from) the Adaptiv.Me Marketplace. You can find a list of payment methods that we accept athttps://manual.Adaptiv.Me/account-plans-and-billing/plans-and-billing.html. You will promptly update your Account if there is any change to your payment information. Your Payment Provider agreement, and not these Terms, governs your use of the designated credit card or online transaction account. By providing your payment information, you agree that we may invoice you for all fees and charges when they become due to us (and process all payments due to you as a Seller) without additional notice or consent. We may change our fees and billing practices at any time, either by posting notice of such change on the Site or notifying you within the Platform, provided that any pre-paid fees for Services not yet completed will not be affected by such change.
b. Automatic Renewal. Subscriptions will automatically renew at the rates then in effect until cancelled as set forth in Section 9(c). By subscribing, you authorize us to charge your Payment Provider at the beginning of any subscription period. Upon renewal of your Subscription, if we do not receive payment from your Payment Provider, you will either pay all amounts due on your Account within fifteen (15) days of the date such payment was due or we may terminate your Subscription.
c. Cancellation. Subscriptions may be cancelled at any time by going to the “Plans and Billing Information” section of your “Account” page or by contacting us via email atsupport@Adaptiv.Me. Monthly Subscriptions may be terminated at any time. Annual Subscriptions will automatically renew for an additional year at the then-current price for the selected Services unless cancelled prior to the anniversary of the applicable Subscription Start Date. Cancelled Accounts will immediately lose access to paid features on the Platform and other paid Adaptiv.Me services upon cancellation, including connection with any custom domain you may have set up.
d. Taxes. “Sales Tax” means any sales or use tax, and any equivalent tax measured by sales proceeds that we are required to pass through to our customers or to Buyers on the Marketplace. Sales Tax is automatically calculated and added to all orders where applicable. To the extent applicable, all payments for the Services will be made free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to us will be your sole responsibility.
e. Payment Services. We use Stripe for payment services (e.g., card acceptance, merchant settlement, and related services). By paying for a Subscription or a User Component, you agree to be bound by Stripe’s Privacy Policy:https://stripe.com/us/privacy/ and authorize us and Stripe to share any information and payment instructions you provide with your Payment Provider and any other Third Party Service provider(s) solely required to complete your transactions.
10. CONFIDENTIAL INFORMATION
We will each keep the other’s sensitive information safe, and only use it as necessary.
a. General. “Confidential Information” means non-public or proprietary information in any form disclosed by or on behalf of either party that (i) is marked or identified as “confidential” or with a similar designation, or (ii) by its nature or the circumstances of its disclosure ought reasonably to be treated as confidential. The Platform, Documentation, and Usage Information is Adaptiv.Me Confidential Information. Each party may have access to the other party’s Confidential Information as a result of this Agreement. Confidential Information is the sole property of the disclosing party.
b. Use. Each party will: (i) only use Confidential Information to fulfill its obligations hereunder and/or as contemplated by these Terms and the Privacy Policy; (ii) only provide access to Confidential Information on an “as-needed” basis to its personnel, agents, and/or consultants who are bound by obligations materially similar to this Section 10(b), and (iii) maintain Confidential Information using methods at least as protective as it uses to protect its own information of a similar nature, but in no event with less than a reasonable degree of care. The obligations in this Section 10(b) will apply during and for three (3) years after the Term, except in the case of Confidential Information that is a trade secret, in which case the obligations will remain in effect as long as the trade secret is maintained.
c. Exceptions. Confidential Information does not include information that is: (i) publicly available when disclosed or becomes publicly available without fault of the recipient after disclosure; (ii) rightfully learned by recipient from entities not bound to keep such information confidential, (iii) independently developed by recipient; or (iv) approved for unrestricted disclosure by the disclosing party. In addition, a recipient may disclose the other party’s Confidential Information as required by court order or applicable law (provided that, to the extent legally permissible, the recipient promptly notifies the other party of such requirement and cooperates with the other party’s reasonable efforts to prevent or limit the scope of such disclosure, at the other party's expense).
11. TERM AND TERMINATION
You may terminate these Terms at any time by cancelling your subscription and stopping use of the Platform. We may terminate them for your breach, including failure to pay.
a. Term. These Terms will remain in effect for so long as you access the Site or use the Platform (the “Term”).
b. Termination by Adaptiv.Me. If timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of these Terms, or if we are required to do so by law (e.g., where the provision of the Platform becomes unlawful), we may, immediately and without notice, suspend or terminate your Account. We will not be liable to you or any third party for any such termination, except that, if we stop offering the Platform where required to do so by law, we will refund any prepaid Subscription Fees for the remainder of the Term then in effect within thirty (30) days of the date of termination.
c. Termination by You. Subscriptions may be cancelled at any time by going to the “Plans and Billing Information” section of your “Account” page or by contacting us via email atsupport@Adaptiv.Me as set forth in Section 9(c). Following the termination date of your Subscription, these Terms will no longer apply to you unless (and only to the extent that) you access the Site.
d. Effect of Termination. Upon expiration or termination of this Agreement for any reason, the rights and licenses granted under this Agreement will immediately terminate. Sections 7, 10, 11(d), and 12 through 15 will survive the termination or expiration of this Agreement for any reason.
12. DISCLAIMER; LIMITATION OF LIABILITY; INDEMNIFICATION
The Platform is provided without any warranty. With a few exceptions (like if we steal your content) our maximum liability to you under this Agreement is $100. You are responsible for all costs and damages we suffer as a result of your content or breach of these Terms.
a. WARRANTY. THE PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND. Adaptiv.Me MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. Adaptiv.Me DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR WORK WITHOUT INTERRUPTIONS.
b. LIMITATION OF LIABILITY. EXCEPT IN THE CASE OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY, IN NO EVENT WILL (a) Adaptiv.Me’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS, OR (b) EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
c. INDEMNIFICATION. You will indemnify, defend and hold Adaptiv.Me harmless from any claim, action, suit or proceeding made or brought against Adaptiv.Me arising out of or related to (a) your breach of any term of this Agreement, or (b) Direct User Content.
13. INFRINGEMENT
We may remove content from the Platform or a Adaptiv.Me Site that users report as infringing the intellectual property rights of others, or that we believe does so.
a. General. Adaptiv.Me respects the intellectual property rights of others and we expect our users to do the same. If you are a copyright owner and believe a user of the Platform or operator of a Adaptiv.Me Site is infringing your copyright or the copyright of any third party, please notify our designated copyright agent in writing at the following address:
Adaptiv.Me Group, Inc.
900 Broadway
Suite 504
New York, NY 10003
ATTN: Legal
legal@Adaptiv.Me
b. Notice Requirements. Each notification must include the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the right that is allegedly infringed, (ii) a description of the work claimed to have been infringed, or, if multiple works are covered by a single notification, a representative list of such works, (iii) identification of the material that is claimed to be infringing, and information reasonably sufficient to permit Adaptiv.Me to locate the material, (iv) information reasonably sufficient to permit Adaptiv.Me to contact you, such as an address, telephone number, and, email address, (v) a written statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law, and (vi) a statement made under penalty of perjury that the information in the notification is accurate and that you are the copyright owner or authorized to act on the owner’s behalf.
c. Trademarks. The above process may be used to inform us of potential or suspected violations of other intellectual property rights, including unauthorized use of trademarked material.
d. Rights and Remedies. We may remove Direct User Content and other content on the Platform alleged to be infringing and terminate the right to use the Platform by any Direct User who infringes the intellectual property rights of another person or entity, in each case without prior notice and at our sole discretion.
14. DISPUTE RESOLUTION
New York law governs these Terms. Any dispute about the Platform or the Terms will be settled by arbitration, not a trial in front of a judge or jury, or through a className action lawsuit.
a. Governing Law. These Terms, for all purposes, will be governed and interpreted according to the laws of the State of New York, without giving effect to its conflicts of laws provisions that would require a different result.
b. Arbitration. Any dispute that may not be brought in small claims court will be resolved by binding and confidential arbitration conducted in the English language, in New York, New York, before one commercial arbitrator from the American Arbitration Association (“AAA”) with substantial experience in resolving commercial contract disputes and governed by the AAA’s Commercial Arbitration Rules (the “Rules”).
i.YOU ARE GIVING UP YOUR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY FOR ANY DISPUTE ARISING UNDER THESE TERMS, EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. YOU ARE ENTITLED TO A FAIR HEARING, BUT THE ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. ARBITRATOR DECISIONS ARE AS ENFORCEABLE AS ANY COURT ORDER AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT.
ii.ANY CLAIMS BROUGHT BY EITHER PARTY MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF.
iii. You have the right to opt out of the provisions of this Section 14 (for purposes of this Section only, the “Arbitration Agreement”) requiring and governing arbitration by sending written notice of your decision to opt out to the following address:legal@Adaptiv.Me, Adaptiv.Me Group, Inc., 900 Broadway, Suite 504, New York, NY 10003 ATTN: Legal within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Account username (if any), the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you.
iv. Any arbitration award will be final and binding upon the parties without appeal or review except as permitted by State of New York law or United States federal law. Each party will bear its own costs with respect to the arbitration procedure.
v. Notwithstanding the foregoing, (1) either party may bring an individual action in small claims court, and (2) claims of (A) defamation, (B) violation of the Computer Fraud and Abuse Act, or (C) infringement or misappropriation of the other party’s intellectual property rights, may be exclusively brought in the state or federal courts located in New York County, New York. The parties agree to submit to the exclusive personal jurisdiction of such courts for such purpose. A request for equitable relief will not be deemed a waiver of the right to arbitrate.
c. Enforceability. With the exception of Section 14(b)(i), if any part of Section 14(b) is deemed to be invalid or unenforceable for any reason then the balance of Section 14(b) will remain in effect. If, however, Section 14(b)(i) is found to be invalid or unenforceable for any reason, or we receive a valid opt-out notice from you pursuant to Section 14(b)(iii), then Section 14(b) will be null and void, neither party will be entitled to arbitration, and any claims relating to the Terms or Platform will be exclusively brought in a state or federal court located in New York County, New York.
15. MISCELLANEOUS
a. Assignment. You may not assign these Terms or any rights or obligations without Adaptiv.Me’s prior written consent. Subject to the foregoing, these Terms will inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. Any attempted assignment in violation of this Section 15(a) will be null and void.
b. Export Regulations. The Platform may be subject to export laws and regulations of the United States and other jurisdictions. You represent that you are not named on any U.S. government denied-party list. You will not permit Direct Users to access or use the Platform in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria, or Crimea (region of Ukraine)) or in violation of any U.S. export law or regulation.
c. U.S. Government Restricted Rights. Adaptiv.Me provides the Platform, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in these Terms. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these Terms, it must negotiate with Adaptiv.Me to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.
d. Severability. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the remaining provisions will remain in full force and effect.
e. Attribution. We may identify you as a client in standard marketing materials, including the customer page of the Site.
f. Waiver. The waiver of a breach of any term hereof will in no way be construed as a waiver of any other term or breach hereof.
g. Entire Agreement; Modification. These Terms are the entire understanding of the parties with respect to their subject matter and supersede any previous or contemporaneous communications, whether oral or written. These Terms may be modified as set forth in Section 1(f) or in a writing signed by both parties.
h. Headings and Interpretation. Headings and the summary explanations at the beginning of each Section of these Terms are for reference only and do not affect the parties’ rights and obligations hereunder. As used herein, “may” means “has the right, but not the obligation, to”; “includes” and its variations means “includes, but is not limited to”; and “days” means calendar days, provided that obligations that would be due on a weekend or holiday will be due on the next business day following such weekend or holiday.
BY CLICKING THE “I AGREE” BUTTON, YOU ARE INDICATING THAT YOU HAVE READ AND CONSENT TO BE BOUND BY THESE TERMS. IF YOU HAVE NOT READ THESE TERMS, OR YOU DO NOT AGREE TO BE LEGALLY BOUND BY THEM, CLICK “I DON'T AGREE” AND DO NOT USE THE PLATFORM.
