TERMS OF SERVICE
Last updated: September 12, 2022
Enforcement of these Terms is solely at our discretion, and the absence of enforcement of these Terms in some instances does not constitute a waiver of our right to enforce it in other instances. Any use of the Sites in violation of these Terms may result in, among other things, termination or suspension of your right to use the Sites. These Terms constitute the entire agreement between you and ADAPTAdapt relating to your access to and use of our Sites.
PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING OUR SITES, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY, DO NOT USE OUR SITES.
You must be at least 18 years of age to use our Sites. By accessing or using the Sites, you represent and warrant that you (a) are 18 years of age or older; (b) have not been previously suspended or terminated from the Sites; and (c) have full power and authority to enter into these Terms and that, in doing so, you will not violate any other agreements to which you are a party. If you use our Sites on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.
2. Prohibited Conduct
You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Sites. You will not:
Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
Use or attempt to use another user’s account without authorization from that user and us;
Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;
Sell, resell or commercially use our Sites;
Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Sites, except as expressly permitted by us or our licensors;
Modify our Sites, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Sites, , except as permitted by us or our licensors
Use our Sites other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Sites or that could damage, disable, overburden or impair the functioning of our Sites in any manner;
Reverse engineer any aspect of our Sites or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Sites;
Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Sites;
Develop or use any applications that interact with our Sites without our prior written consent;
Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
Bypass or ignore instructions contained in our robots.txt file; or
Use our Sites for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
3. Ownership; Limited License
The Sites, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by ADAPT or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Sites are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Sites for your own personal, noncommercial use. Any use of the Sites other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights. This license is revocable at any time.
“ADAPT” and our logos, our product or service names, our slogans and the look and feel of the Sites are trademarks or other protected intellectual property of ADAPT and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Sites are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.
You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about ADAPT or our Sites (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback in ADAPT’s sole discretion. You understand that ADAPT will treat Feedback as nonconfidential.
6. Third-Party Content
We may provide information about third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through the Sites (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. ADAPT does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless (i) ADAPT, its partners, independent contractors, service providers and consultants and our respective directors, officers, employees and agents; and (ii) the entities identified on the Sites as members or founding members of ADAPT as may be updated by us on our Site from time to time, including, but not limited to, LOT Network Inc., Microsoft Corporation, Google LLC, Meta Platforms, Inc., Cruise LLC, The Walt Disney Company, Uber Inc. and Amazon.com, Inc., (in each of (i) and (ii), individually and collectively, the "ADAPT Parties"), from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Sites; (b) your Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Sites. You agree to promptly notify ADAPT Parties of any third-party Claims, cooperate with ADAPT Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys' fees). You also agree that the ADAPT Parties will have control of the defense or settlement, at ADAPT's sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and ADAPT or the other Parties.
Your use of our Sites is at your sole risk. Except as otherwise provided in a writing by us, our Sites and any content therein are provided “as is” and “as available” without warranties of any kind, either express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, ADAPT does not represent or warrant that our Sites are accurate, complete, reliable, current or error-free. While ADAPT attempts to make your use of our Sites and any content therein safe, we cannot and do not represent or warrant that our Sites or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Sites.
Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumers, so some or all of the disclaimers in this section may not apply to you.
9. Limitation of Liability
a) To the fullest extent permitted by applicable law, ADAPT and the other ADAPT Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if ADAPT or the other ADAPT Parties have been advised of the possibility of such damages.
b) The total liability of ADAPT and the other ADAPT Parties for any claim arising out of or relating to these Terms or our Sites, regardless of the form of the action, is limited to the greater of $10 or the amount paid by you to use our Sites.
c) The limitations set forth in this Section 9 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of ADAPT or the other ADAPT Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you
To the fullest extent permitted by applicable law, you release ADAPT and the other ADAPT Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
11. Transfer and Processing Data
In order for us to provide our Sites, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.
12. Governing Law and Venue
Any dispute arising from these Terms and your use of the Sites will be governed by and construed and enforced in accordance with the laws of California, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that cannot be heard in small claims court will be resolved in the state or federal courts of California and the United States, respectively, sitting in Santa Clara County, California.
13. Modifying and Terminating our Sites
We reserve the right to modify our Sites or to suspend or stop providing all or portions of our Sites at any time. You also have the right to stop using our Sites at any time. We are not responsible for any loss or harm related to your inability to access or use our Sites.
We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Sites or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Sites after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Sites.
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
a) The failure of ADAPT to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” You agree that communications and transactions between us may be conducted electronically.
b) Under California Civil Code Section 1789.3, California consumers are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Sites of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N-112, Sacramento, California 95834, or by telephone at 1 (800) 952-5210.