These Terms of Service (“Terms”) govern your use of adaine and the software, content, and services (collectively, “Services”) offered through: our website adaine.com and its subdomains (the “Website”), our universal and mobile apps adaine for Android and adaine for iOS (the “Apps”).
Please read these terms carefully before you start using the Services.
The terms “adaine,” “us” or “we” refers to INATIGO., a software company who designed and built adaine, incorporated in London and Delaware, and operating in United Kingdom, London.
The term “device” refers to the device which is used to access the Services including but not limited to computers, smartphones and tablets.
The term “you” refers to the user of the Services.
When you sign up for any of the Services or otherwise use or access them, you agree to be bound by these Terms and all applicable laws, rules, and regulations. By using the Services, you indicate that you accept these Terms and that you agree to abide by them. If you do not agree to these Terms, please refrain from using the services.
Our contact email address is firstname.lastname@example.org. All correspondence to adaine including any queries you may have regarding your use of the Services or these Terms should be sent to this contact email address.
PLEASE NOTE THAT THESE TERMS CONTAIN AN ARBITRATION CLAUSE. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THE ARBITRATION CLAUSE, YOU AND ADAINE AGREE THAT DISPUTES RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND ADAINE WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
1. OUR SERVICES
adaine offers a educational and informative program and service for entrepreneurs based on communication with adaine (chatbot) through a text and/or voice interface and resources within our app/platform.
1.1. Professional/Medical disclaimer
adaine is a provider of software and content designed to provide information about business for educational purposes only. However we are not a business consultancy, legal, tax, financial provider or medical provider. Nor should our Services be considered legal, financial, tax, medical care, mental health services or other professional services. Only your physician or other healthcare providers can provide you medical or medical health services and only a professional advisor or professional specialist can provide you with professional services.
Use of the Services is not for emergencies. If you think you have a medical or mental health emergency, call 999 or if you are in the USA 911 or go to the nearest open clinic or emergency room.
If you are considering or committing suicide or feel that you are a danger to yourself or others, you must discontinue use of the Services immediately, call 999 or if you are in the USA 911 or notify appropriate police or emergency medical personnel.
1.3. Modifications to the Services
We reserve the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that adaine will not be liable to you or to any third party for any modification, suspension or discontinuance of any the Services.
2. MEMBERSHIP & SUBSCRIPTIONS
2.1. Becoming a member
2.2. Once a member
You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify adaine of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Services. adaine will not be liable for any loss or damage arising from your failure to comply with this Section.
2.3. Your membership
As a adaine Member, you will receive access to content, features, and functions of the Services that are not available to non-members.
By agreeing to become a Member you opt-in to receive occasional special offers, marketing, survey, and Services-based communication emails. You can easily unsubscribe from adaine commercial emails by following the opt-out instruction in these emails. adaine memberships and subscriptions are not transferable and therefore cannot be sold or exchanged or transferred in any way whatsoever.
2.4.1. Choosing a subscription program
Once you become a adaine Member, you can choose one of the subscription programs offered in adaine:
“Free Use”: a free-of-charge program, which gives limited access to the Services. The “Free Use” is aimed at users who cannot afford any of our subscription-fee based programs. We reserve the right to deny the free use to anyone at any time on our own discretion.
“adaine Plus”: a subscription-fee based program, which gives full access to the Services.
You can become a subscriber to a paid subscription program (b) or (the “Paid Subscriptions”) by purchasing a subscription to the Services within the Apps, where allowed by our platform, app or where applicable the App marketplace partners (Apple iTunes Store and Google Play store).
2.4.2. Maintaining a Paid Subscription
Any of our paid subscriptions shall be paid in annual installments and processed by our App or where applicable through the marketplace partner through which you originally acquired the subscription.
You will only have access to a paid subscription while it is active and subsisting. Should you fail to pay your subscription within 7 days after a due date, you will automatically downgrade to “Free User”.
The renewal subscription fees will continue to be billed to the Payment Method you provided through the marketplace, automatically until cancelled. You must cancel your subscription before it renews each billing period in order to avoid billing of the next subscription fee to the Payment Method you provided. Refunds cannot be claimed for any partial-month subscription period.
You can modify or cancel your paid subscription only through the App or where applicable through the marketplace where you originally acquired the subscription. To view, modify or cancel your subscription, you may be required to be authenticated under the same username or where applicable user ID by the marketplace partner.
Under the UK law, you have an automatic statutory right of withdrawal from contracts for purchases of digital content, such as apps, games, in-app items or other media such as movies or music. The same applies when you purchase a subscription for digital content within an app. However, when you purchase or subscribe to digital content with adaine, you agree that the digital content will be available to you immediately, and you acknowledge that, as a result, you waive your automatic statutory right of withdrawal. Therefore, you will not be eligible for a refund (or any alternative remedy).
Please note that if you purchase a subscription through our App or where applicable through the Apple iTunes Store or our iPhone application, the sale is final, and we will not provide a refund. Your purchase will be subject to our policy and where applicable Apple’s applicable payment policy, which also may not provide for refunds.
If you purchase a subscription through the Google Play store, the sale is final and we will not provide a refund. Your purchase will be subject to Google’s applicable payment policy, which also may not provide for refunds.
If you purchase a subscription through our website (via Stripe, PayPal or other payment processor), the sale is final and we will not provide a refund.
Please note that the 14-days-after-purchase refund policy for UK and EU residents does not apply for the provided access to the digital product.
2.5. Device requirements
To enjoy adaine via your smartphone or other Device, your Device must satisfy certain system requirements. These requirements can be found on the Website and where applicable Google and Apple App marketplaces.
3. CANCELLATION OF SERVICES
3.1. Cancellation by you
You may cancel your Membership at any time by deleting your account in the app. This action is irreversible. As soon as you delete your account, all the data associated with your use of the Services will be removed permanently. Upon your account deletion, cancellation of a Paid Subscription is effective at the end of the applicable billing period.
You may cancel a Paid Subscription and downgrade to “Free Use” at any time without deleting your account. Cancellation is effective at the end of the applicable billing period.
Please note where available and applicable that if you purchase a Paid Subscription through the Apple iTunes Store or our iPhone application, you may cancel your subscription by canceling automatic renewal of paid In App Subscriptions by selecting Manage App Subscriptions in your iTunes Account settings and selecting the subscription you want to modify.
Where available and applicable, If you purchase a Paid Subscription through the Google Play store you may cancel automatic renewals in account settings under Subscriptions in the Google Play app, or according to the current process outlined by Google Play.
3.2. Cancellation by us
We may suspend or terminate your use of the Services as a result of your fraud or breach of any obligation under these Terms. Such termination or suspension may be immediate and without notice.
4. GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that we may establish general practices and limits concerning use of the Services, including without limitation the maximum period of time that data or other content will be retained by the Services and the maximum storage space that will be allotted on our servers on your behalf. You agree that adaine has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Services. You acknowledge that we reserve the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that we reserve the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
5. MOBILE SERVICES
Some of our Services are available via a mobile device, including (i) the ability to upload content to the Services via a mobile device, (ii) the ability to browse the Services and the Website from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Services through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply.
In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding adaine and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us.
In the event you change or deactivate your mobile telephone number, you agree to promptly update your adaine account information to ensure that your messages are not sent to the person that acquires your old number.
6. CONDITIONS OF USE
6.1. User conduct
You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (“content”) that you upload, post, publish or display (hereinafter, “upload”) or email or otherwise use via the Services. The following are examples of the kind of content and/or use that is illegal or prohibited by adaine. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision, including without limitation, removing the offending content from the Services, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Services to:
Email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of adaine, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose adaine or its users to any harm or liability of any type;
Interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; or
Violate any applicable local, state, national or international law, or any regulations having the force of law;
Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
Solicit personal information from anyone under the age of 18;
Harvest or collect email addresses or other contact information of other users from the Services by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
Advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
Further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
Obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Services.
6.2. Special notice for international use; Export controls
Software (defined below) available in connection with the Services and the transmission of applicable data, if any, is subject to United Kingdom or United States export controls. No Software may be downloaded from the Services or otherwise exported or re-exported in violation of U.K or U.S. export laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content.
6.3. Commercial use
The Service is for your personal use only. Unless otherwise expressly authorized herein or in the Services, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Services, use of the Services, or access to the Services.
6.4. Use of adaine by minors
If you are under 13 years of age, you are not authorized to use the Services, with or without registering. In addition, if you are under 18 years old, you may use the Services, with or without registering, only with the approval of your parent or guardian.
7. WHERE AVAIABLE AND APPLICABLE – APPLE APP STORE AND GOOGLE PLAY STORE LEGAL INFORMATION
These Terms apply to your use of all the Services, including the iPhone application available via the Apple, Inc. (“Apple”) App Store (the “Applications”), and the Android application available via the Google, Inc. (“Google”) Play Store (the “Applications”), but the following additional terms also apply to the Applications:
Both you and adaine acknowledge that the Terms are concluded between you and adaine only, and not with Apple and Google, and that Apple and Google are not responsible for the Application or the Content;
The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of this Agreement as they are applicable to the Services;
You will only use the Application in connection with a device that you own or control;
You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;
In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple or Google of such failure; upon notification, Apple and Google’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application, where applicable and where the services are available within these providers.;
You acknowledge and agree that adaine, and not Apple or Google, is responsible for addressing any claims you or any third party may have in relation to the Application;
You acknowledge and agree that in the event of any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, adaine, and not Apple or Google, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
You represent and warrant that you are not located in a country subject to a UK or U.S. Government embargo, or that has been designated by the UK or U.S. Government as a “terrorist supporting” country and that you are not listed on any UK or U.S. Government list of prohibited or restricted parties;
Both you and adaine acknowledge and agree that, in your use of the Application, you will comply with any applicable third party terms of the agreement which may affect or be affected by such use; and Both you and adaine acknowledge and agree that Apple and Apple’s subsidiaries and Google and Google’s subsidiaries are third party beneficiaries of this Agreement, and that upon your acceptance of this Agreement, Apple and Google will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as the third party beneficiary hereof.
adaine and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Service with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you with respect to the Apple-Enabled Software as a third party beneficiary thereof.
8. INTELLECTUAL PROPERTY RIGHTS
8.1. Service content, software, and trademarks
You acknowledge and agree that the Services may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by adaine, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Services or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Services. In connection with your use of the Services, you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by adaine from accessing the Services (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Services or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Services or distributed in connection therewith are the property of adaine, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by adaine.
The adaine name and logos are trademarks and service marks of adaine (collectively the “adaine Trademarks”). Other company, product, and service names and logos used and displayed via the Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to adaine. Nothing in these Terms of Service or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of adaine Trademarks displayed on the Services, without our prior written permission in each instance. All goodwill generated from the use of adaine Trademarks will inure to our exclusive benefit.
8.2. Third party material
Under no circumstances will adaine be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that adaine does not pre-screen content, but that adaine and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Services. Without limiting the foregoing, adaine and its designees will have the right to remove any content that violates these Terms of Service or is deemed by adaine, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
8.3. User content transmitted through the Services
With respect to the content or other materials you upload through the Services or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. By uploading any User Content you hereby grant and will grant adaine and its affiliated companies a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Services or the promotion, advertising or marketing thereof in any form, medium or technology now known or later developed.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Services (“Submissions”), provided by you to adaine are non-confidential and adaine will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You acknowledge and agree that adaine may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; © respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of adaine, our users and the public. You understand that the technical processing and transmission of the Services, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
8.4. Copyright complaints
adaine respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify adaine of your infringement claim in accordance with the procedure set forth below.
We will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to adaine’s Copyright Agent at email@example.com (Subject line: “DMCA Takedown Request”). You may also contact us by mail at:
20-22 Wenlock Road, London N1 7GU
To be effective, the notification must be in writing and contain the following information:
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
a description of the copyrighted work or other intellectual property that you claim has been infringed;
a description of where the material that you claim is infringing is located on the Services, with enough detail that we may find it on the Services;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:
your physical or electronic signature;
identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the law of England and Wales. If you live in England or Wales, we both agree respectively that proceedings will be brought in the English courts. However, if you live in Scotland, you can bring proceedings in Scottish or English courts and if you live in Northern Ireland you can bring proceedings in Northern Irish or English courts.In addition you agree in a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, adaine will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
Repeat Infringer Policy: In accordance with the DMCA and other applicable law, adaine has adopted a policy of terminating, in appropriate circumstances and at adaine’s sole discretion, users who are deemed to be repeat infringers. adaine may also at its sole discretion limit access to the Services and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
9. THIRD PARTY WEBSITES
The Services may provide, or third parties may provide, links or other access to other sites and resources on the Internet. We have no control over such sites and resources and we are not responsible for and do not endorse such sites and resources. You further acknowledge and agree that adaine will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Services are between you and the third party, and you agree that adaine is not liable for any loss or claim that you may have against any such third party.
10. SOCIAL NETWORKING SERVICES
In addition, adaine is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, adaine is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. adaine enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.
11. WARRANTY, INDEMNITY AND LIABILITY
11.1. Indemnity and release
You agree to release, indemnify and hold adaine and its affiliates and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Services, any User Content, your connection to the Services, your violation of these Terms of Service or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Indemnitee. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
11.2. Disclaimer of warranties
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
ADAINE MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
11.3. Limitation of liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT ADAINE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL ADAINE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID COMPANY IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
12. DISPUTE RESOLUTION BY BINDING ARBITRATION
12.1. Agreement to arbitrate
This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and adaine, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Services, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and adaine are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
12.2. Prohibition of class and representative actions and non-individualized relief
YOU AND ADAINE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND ADAINE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).
12.3. Pre-arbitration dispute resolution
adaine is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at firstname.lastname@example.org. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to adaine should be sent to email@example.com (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If adaine and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or adaine may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by adaine or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or adaine is entitled.
12.4. Arbitration procedures
Choice of Law; Arbitration. These Terms (and the Policies) shall be governed by and construed in accordance with the laws of England and Wales and you and we hereby agree to submit to the exclusive jurisdiction of the English courts. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted.
YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND BUILDILY.COM ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection titled “Prohibition of class and representative actions and non-individualized relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of the subsection titled “Prohibition of class and representative actions and non-individualized relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of the Terms of Service will continue to apply.
12.7. Future changes to the arbitration agreement
Notwithstanding any provision in these Terms of Service to the contrary, adaine agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending adaine written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).
13. GENERAL CONDITIONS
You agree that adaine, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if adaine believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. adaine may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that adaine may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that adaine will not be liable to you or any third party for any termination of your access to the Service.
13.2. User disputes
You agree that you are solely responsible for your interactions with any other user in connection with the Service and adaine will have no liability or responsibility with respect thereto. adaine reserves the right but has no obligation, to become involved in any way with disputes between you and any other user of the Service.
13.3. Entire agreement
These Terms of Service constitute the entire agreement between you and adaine and govern your use of the Service, superseding any prior agreements between you and adaine with respect to the Services. You also may be subject to additional terms and conditions that may apply when you use affiliate or third-party services, third-party content or third-party software.
13.4. Choice of law
These Terms of Service will be governed by the law of England and Wales without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and adaine agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within England and Wales. The failure of adaine to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of adaine, but adaine may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service.
14. Users/Coaches/Advisors Login Details
14.1. If you have login details to access any part of the Site, you must treat those details as confidential and you must not share them with or disclose them to any other person or any other third party.
14.2. You will be responsible for all activity and enquiries placed under your login details. If you believe that someone else knows your password then you should contact us immediately.
14.3. If we believe that you have not complied with these Terms or any other terms applicable to you, then we reserve the right to disable or suspend your login details.
14.4. If we believe that there has been a breach of security in relation to your login details or we believe that your account has been misused then we may lock your account and require you to change your password.
15. Third Party Sites
15.1 Third Party Sites
The site, app and adaine may contain links to third-party websites. We are not responsible for the content on any linked website and we accept no responsibility for any loss or damage suffered due to your use of them. We provide these links as we believe it may assist you and other visitors to our Site, app and adaine but by providing the link we do not in any way approve the linked website or anything contained therein.
16. User’s content & responsibility communication
16.1. If you submit any content or information to our Site, app or through adaine (such as on a profile, forum, board, platform or providing a review, through a coach advisor or Financial Adviser(s) or Professional(s) profile page) you agree that:
you own the intellectual property rights in the content you submit and no content which you submit will infringe the intellectual property rights of anybody else;
you are personally responsible for the content which you submit;
you will not submit anything which is false, misleading or inaccurate;
you will not submit anything which is defamatory, threatening or which is otherwise considered offensive or which is against the law; and
you will not submit anything which contains viruses or similar programs or files which damage equipment, devices or software.
16.2. We reserve the right to remove any submissions made to our Site, app or adaine.
16.3. If you fail to comply with this section 16 of these Terms, we reserve the right to suspend or withdraw indefinitely your access to or use of our Site, app or adaine. We may also take legal action against you and we may disclose your details to law enforcement agencies where we believe this is necessary or if we are required to disclose them by law. We may take any other action as we consider is necessary.
16.4. You agree that You are solely responsible for the content (“Content”) sent by You or displayed or uploaded by You in using the Services.
16.5. You agree that You will not use the Services in a manner that violates applicable law, including but not limited to anti-spam, export control, privacy, and anti-terrorism laws and regulations and laws requiring the consent of subjects of audio and video recordings.
16.6. You further agree not to use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation.
16.7. You further agree not to upload or transmit any software, Content or code that does or is intended to harm, disable, destroy or adversely affect performance of the Services in any way or which does or is intended to harm or extract information or data from other hardware, software or networks of adaine or other users of Services.
16.8. Recognizing the global nature of the Internet, You also agree to comply with applicable local rules or codes of conduct (including codes imposed by Your employer) regarding online behavior and acceptable content and the transmission of technical data exported from the country in which You reside.
16.9. adaine reserves the right to investigate and take appropriate action against anyone who, in adaine’s sole discretion, is suspected of violating this provision, including without limitation, reporting You to law enforcement authorities. Use of the Services is void where prohibited.
16.10. We do not usually edit or monitor content uploaded by visitors. User’s content has not been approved by us and does not necessarily represent our views or values. If there is content uploaded by other Users or visitors that you wish to complain about then please contact us.
Our site, app and adaine may contain advertising content. Any such advertisers are solely responsible for ensuring that all material included in our site, app or adaine is accurate and up to date and complies with all applicable laws, regulations and codes of practice. If you visit the website of one of our advertisers, you should also view their own applicable privacy statements or other relevant terms and conditions.
18. Affiliate Disclosure
18.1 Affiliate Disclosure
adaine is participating in the Webgains, Awin and Impact Affiliate Programs, affiliate advertising programs designed to provide a means for app, sites and adaine to earn additional advertising fees by advertising and linking to other businesses within our affiliate Networks https://www.webgains.com, https://www.awin.com/gb, www.impact.com
19. Affiliate User Terms
By becoming a member of adaine you are also a authorized affiliate (Affiliate) of adaine (INATIGO), you agree to abide by the terms and conditions contained in this Agreement (Agreement). Please read the entire Agreement carefully before registering and promoting adaine (INATIGO) as an Affiliate.
Your participation in the Program is solely to legally advertise our app/website to receive a commission on memberships and products purchased by individuals referred to adaine (INATIGO) by your own website or personal referrals.
By signing up for the adaine , you also are signing for the (INATIGO) Affiliate Program (Program), you indicate your acceptance of this Agreement and its terms and conditions.
We reserve the right to approve or reject ANY Affiliate Program Application at our sole and absolute discretion. You will have no legal recourse against us for the rejection of your Affiliate Program Application.
Commissions will be paid once a month. For an Affiliate to receive a commission, the referred account must remain active for a minimum of 31 days.
You cannot refer yourself, and you will not receive a commission on your own accounts.
Payments will only be sent for transactions that have been successfully completed. Transactions that result in chargebacks or refunds will not be paid out.
Your affiliate application and status in the Program may be suspended or terminated for any of the following reasons:
In addition to the foregoing, adaine (INATIGO) reserves the right to terminate any Affiliate account at any time, for any violations of this Agreement or no reason.
You may use graphic and text links both on your website and within in your email messages. You may also advertise the adaine (INATIGO) app/site in online and offline classified ads, magazines, and newspapers.
You may use the graphics and text provided by us, or you may create your own as long as they are deemed appropriate according to the conditions and not in violation as outlined in the Termination section.
adaine (INATIGO) occasionally offers coupon to select affiliates and to our newsletter subscribers. If you’re not pre-approved / assigned a branded coupon, then you’re not allowed to promote the coupon. Below are the terms that apply for any affiliate who is considering the promotion of our products in relation to a deal or coupon:
PPC bidding is NOT allowed without prior written permission.
adaine (INATIGO) will not be liable for indirect or accidental damages (loss of revenue, commissions) due to affiliate tracking failures, loss of database files, or any results of intents of harm to the Program and/or to our website(s).
We do not make any expressed or implied warranties with respect to the Program and/or the memberships or products sold by adaine (INATIGO). We make no claim that the operation of the Program and/or our website(s) will be error-free and we will not be liable for any interruptions or errors.
The term of this Agreement begins upon your acceptance in the Program and will end when your Affiliate account is terminated.
The terms and conditions of this agreement may be modified by us at any time. If any modification to the terms and conditions of this Agreement are unacceptable to you, your only choice is to terminate your Affiliate account. Your continuing participation in the Program will constitute your acceptance of any change.
Affiliate shall indemnify and hold harmless adaine (INATIGO) and its affiliate and subsidiary companies, officers, directors, employees, licensees, successors and assigns, including those licensed or authorized by adaine (INATIGO) to transmit and distribute materials, from any and all liabilities, damages, fines, judgments, claims, costs, losses, and expenses (including reasonable legal fees and costs) arising out of or related to any and all claims sustained in connection with this Agreement due to the negligence, misrepresentation, failure to disclose, or intentional misconduct of Affiliate.
The Agreement is an electronic contract that sets out the legally binding terms of your participation in the adaine (INATIGO) affiliate program. You indicate your acceptance of this Agreement and all of the terms and conditions contained or referenced in this Agreement by completing the adaine (INATIGO) application process. This action creates an electronic signature that has the same legal force and effect as a handwritten signature.
20. YOUR PRIVACY
QUESTIONS? CONCERNS? SUGGESTIONS?
Please contact us at firstname.lastname@example.org to report any violations of these Terms of Service or to ask us any questions regarding these Terms of Service or our Services.
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