Effective Date: April 5, 2024
At Adapter Group, Inc. (“Adapter,” “we,” “us,” or “our”), our mission is to empower you with useful knowledge and delightful outcomes. To do so, we need personal information from you. We don’t take this responsibility lightly. Earned trust, privacy, and transparency are pillars of the Adapter experience and core to our mission and purpose. We aim to lead with an individual-centric philosophy with robust privacy measures, clear consent processes, and open communication about how your information is collected, used, disclosed and stored. We will always strive to keep you informed and in control of your information, and empower you to manage your Adapter configuration preferences at every step.
Welcome to Adapter. These Terms of Service (“Terms”) are a legal agreement between you and Adapter Group, Inc. (“Adapter,” “we,” “us,” and “our”) regarding the Adapter product, and any other products or services we provide relating to Adapter, including but not limited to your access and/or use of the Site. To make these Terms easier to read, the Adapter product, the Site, and any other products or services we provide relating to Adapter are collectively called the “Services.”
IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. USERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND US THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 16 (DISPUTE RESOLUTION) BELOW FOR DETAILS REGARDING ARBITRATION.
1. Agreement to Terms.
By accessing and/or using our Services, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, you may not access or use our Services.
2. Privacy Policy.
Please review our Privacy Policy accessible below on this page. (the “Privacy Policy”), which also governs your access and use of the Services, for information on how we (or our third-party representatives or affiliates) collect, use, and share your information.
3. Eligibility and Access.
3.a. Eligibility and Access. You have been invited to use and access the Services by Adapter. You may use the Services only if you are at least 18 years of age (or such other minimum age as is applicable in the jurisdiction you live in) and not otherwise barred from using the Services under applicable law. You may not use or access our Services on behalf of a legal entity or for a commercial purpose.
3.b. Account.
3.b.i. Creating an Adapter Account. Subject to Section 3(a), to use the Services on the Site, you’ll need to: (1) create an account and provide certain basic information about yourself (including your name, , email address, and password), or (2) connect an account you may have with a third party, including, but not limited to, Google, to the Services (such account, the “Adapter Account”). You agree that you won’t misrepresent your identity, use any other person’s image, likeness, or identity, or otherwise provide any deceptive or misleading profile information in connection with the creation and use of your Adapter Account. If you create your Adapter Account through the use of a third-party account, we may access certain personal information that the third party provides to us such as your email address and name, as well as other data available in your account. Further information about the use of third-party accounts is provided in the Privacy Policy. You also represent and warrant to us that you have the right to create your Adapter Account and provide the data to us through such account.
3.b.ii. Accuracy of Adapter Account Information. It’s important that you provide us with accurate, complete, and current Adapter Account information and keep this information up to date. Information that you provide to us to set up your Adapter Account is governed by the terms of our Privacy Policy. If you don’t, we might have to suspend or terminate your Adapter Account, as set forth in Section 14. You agree that you won’t disclose your Adapter Account password to anyone and will use all reasonable means to secure your Adapter Account password and associated login credentials. You agree to notify us immediately of any unauthorized use of your Adapter Account, and you agree not to share your Adapter Account with any other person or otherwise permit any other person to use your Adapter Account, even on a temporary basis. You’re responsible for all activities that occur under your Adapter Account, whether or not you know about them. We may take actions we deem reasonably necessary to prevent fraud and abuse, including placing restrictions on user accounts or on the amount of content that can be accessed from the Services at any one time.
3.c. Connecting your Google Account. As part of the Services, you will be asked to connect one or more portions of your Google account to your Adapter Account (including, without limitation, certain Gmail categories, Gmail activity, and/or Google calendar activity). To the extent you connect your Google account with your Adapter Account, you agree that we may access certain personal information and other data available in your Google account. Further information about connecting your Google account is provided in the Privacy Policy, as well as Section 8 of these Terms.
4. License.
4.a. License Grant. So long as you comply with these Terms, we grant you a personal, non-exclusive, non-transferable, non-sublicensable limited right and license to access and use the Services, including any Content, for your personal purposes, leveraging only the functionality of Adapter and Services. We and our licensors reserve all rights not granted to you in these Terms. “Content” means all graphics, images, music, software, video, user interface(s), designs, concepts, sounds, audio-visual effects, methods of operation, and any other content within the Services.
4.b. Minimum Requirements. Adapter may have minimum requirements for the devices and systems on which you wish to access Adapter, including the requirement that you need a Google account in order to use the Services. We may publish these minimum requirements on the Site and/or otherwise notify you in writing. For an optimal experience, please ensure that your devices and systems will meet these requirements before accessing Adapter.
5. License Restrictions.
You agree not do any of the following with respect to the Services, as determined by us, as applicable:
5.a. use them commercially, for a promotional purpose, or for the benefit of any third party or in any manner not permitted by these Terms;
5.b. use, or provide, any unauthorized third-party programs that intercept, emulate, or redirect any communication between the Services and Adapter or that collect information about the Services;
5.c. use, display, mirror or frame them or any individual element within them, Adapter’s name, any Adapter trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Adapter’s express written consent;
5.d. access, tamper with, or use non-public areas of them, Adapter’s computer systems, or the technical delivery systems of Adapter’s providers;
5.e. attempt to probe, scan or test the vulnerability of any Adapter system or network or breach any security or authentication measures;
5.f. avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Adapter or any of Adapter’s providers or any other third party (including another user) to protect the Services;
5.g. attempt to access or search them or download content from them using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Adapter or other generally available third-party web browsers;
5.h. send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
5.i. use any meta tags or other hidden text or metadata utilizing an Adapter trademark, logo URL or product name without Adapter’s express written consent;
5.j. forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
5.k. attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
5.l. interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
5.m. collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
5.n. impersonate or misrepresent your affiliation with any person or entity;
5.o. violate any applicable law or regulation, or third-party terms; or
5.p. encourage or enable any other individual to do any of the foregoing.
6. Ownership of the Services.
We and our affiliates and licensors own all title, ownership, and intellectual property rights in and to the Services, which includes, without limitation Adapter and the Content. Subject to the limited rights expressly granted in these Terms, no rights are granted to you under these Terms (whether by implication, estoppel, exhaustion, or otherwise). You agree not to remove, alter, or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. You understand and agree that you have no ownership interest in the Services.
By using the Services, you acknowledge and agree that Adapter may derive or aggregate in deidentified form any data from: (a) User Information (as defined below); or (b) your use of the Services, including, without limitation, any usage data or trends with respect to the Services ((a) and (b) collectively, “Aggregate Data”). In all cases where possible, we and our affiliates utilize in-house tools, infrastructure, and technologies to perform such deidentification and analysis. Our intent is to start with a first-party approach to everything that interacts with your data, and we will use commercially reasonable efforts to rarely make use of third-party hosted tools and services to achieve these outcomes. As between you and us, we own and retain all title, ownership, and intellectual property rights in and to the Aggregate Data.
Subject to applicable privacy laws, although we are not obligated to monitor access to or use of the Services or to review or edit any Content, we have the right to do so for the purpose of operating and publishing the Services, to ensure compliance with these Terms, to protect the health or safety of anyone that we believe may be threatened, to protect our legal rights and remedies, to report a crime or offensive behavior, or to comply with applicable law and for any other reason set forth or contemplated in the Privacy Policy. We may (but don’t have to) remove or disable access to any Content, at any time and without notice. We may (but don’t have to) investigate violations of these Terms or conduct that affects the Services.
7. Feedback.
We welcome your feedback, comments, and suggestions for improvements to the Services (“Feedback”). You can submit Feedback via the functionality within the Services or by using our about us page. If you provide us with any Feedback, in consideration for the opportunity to access and use of the Services, you hereby grant us the following: a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon, distribute copies of, publicly perform, publicly display and otherwise exploit the Feedback for any purpose and in any country. If you have rights in the Feedback that cannot be licensed to us under applicable law (such as moral and other personal rights), you hereby waive and agree not to assert those rights. You understand and agree that you are knowingly giving your Feedback, that we don’t have to use it, and that you will not be compensated in any way for your Feedback (except as stated above). You represent and warrant that you have rights in any Feedback that you provide to us sufficient to grant us and other affected parties the rights described above, including, without limitation, your intellectual property rights or rights of publicity or privacy.
8. User Information and Data.
The Services may allow you to provide, and you will be granting us the right to access and make use of your content, data, and other information and to take actions and act on your behalf, in order for Adapter to provide the Services, as described in Section 3(c). Except as set forth in this Section 8, you own and retain all right, title and interest in and to all information, data, content, and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of you through the Services or to Adapter in connection with your use of the Services, but excluding, for clarity, Aggregate Data and any other information, data, data models, content or materials owned or controlled by us and made available through or in connection with the Services (the “User Information”).
By using the Services, you hereby grant to Adapter a non-exclusive, worldwide, royalty-free right and license to access, use, host, reproduce, display, perform, modify the User Information as reasonably necessary for Adapter to host, operate, improve, and provide the Services and Adapter’s other related products, services, and technologies, including, without limitation, related internal purposes such as quality control, information security, prevention and detection of spam, fraud, and abuse, troubleshooting, and product improvement and development, including to train and improve the Services.
You represent and warrant that (a) you have obtained and will obtain and continue to have all necessary rights, authority and licenses for the access to and use of the User Information as contemplated by these Terms; and (b) Adapter’s use of the User Information in accordance with these Terms will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between you and any third party. You further acknowledge and agree that you will be and remain responsible and liable for all authorized actions taken by Adapter on your behalf.
9. Third Party Websites and Resources.
The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products, or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources.
10. Service and Terms Modifications.
We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not access or use the Services anymore. Because our Services are evolving over time, we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
We may modify, suspend, discontinue, substitute, replace, or limit your access to any aspect of the Services at any time. Subject to applicable law, you acknowledge that any progress, customization, or other data related to your use of Adapter and other elements unique to the Services may cease to be available to you at any time without notice from us. You agree that we do not have any maintenance, upgrade, or support obligations with respect to the Services.
Subject to applicable law, we may change the Services at any time, for any reason, without notice or liability to you.
11. Warranty Disclaimers.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION, CERTIFICATION, GUARANTEE OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, ADAPTER, OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS (“THE ADAPTER PARTIES”) EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. THE ADAPTER PARTIES MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. THE ADAPTER PARTIES MAKE NO WARRANTY REGARDING THE QUALITY, SECURITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF THE SERVICES.
WHILE ADAPTER ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES SAFE, THE ADAPTER PARTIES CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SERVICES OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THERE ARE RISKS ASSOCIATED WITH PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND YOU ACCEPT AND ACKNOWLEDGE THAT THE ADAPTER PARTIES WILL NOT BE RESPONSIBLE FOR ANY BREACH OF SECURITY.
12. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW THE ADAPTER PARTIES WILL NOT BE LIABLE IN ANY WAY FOR ANY:
12.a. LOSS OF PROFITS,
12.b. LOST REVENUE,
12.c. LOST SAVINGS,
12.d. LOSS OF DATA, OR
12.e. ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES,
ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, OR THE DELAY OR INABILITY TO USE OR LACK OF FUNCTIONALITY OF THE SERVICES, EVEN IN THE EVENT OF ONE OF AN ADAPTER PARTY’S FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY, PRODUCT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, OR OTHERWISE AND EVEN IF THAT ADAPTER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE ADAPTER PARTIES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES WILL NOT EXCEED TEN DOLLARS ($10 USD). THESE LIMITATIONS AND EXCLUSIONS REGARDING DAMAGES APPLY EVEN IF ANY REMEDY FAILS TO PROVIDE ADEQUATE COMPENSATION AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US.
13. Indemnity.
You agree to indemnify, defend, and hold the Adapter Parties and their employees, officers, directors, agents, contractors, and other representatives harmless from all claims, demands, actions, losses, liabilities, costs and expenses (including, without limitation, attorneys’ fees, costs, and expert witnesses’ fees) (each a “Claim”) that arise out of or in any way are connected with: (a) your access to or use of the Services; (b) any claim that, if true, would constitute a breach by you of these Terms; or (c) any authorized action taken by Adapter on your behalf, including without limitation, actions related to the access to and use of the User Information to provide the Services. You will not settle any Claim without Adapter’s prior written consent.
14. Termination.
We may suspend or terminate your access to and use of any or all the Services, with no liability or notice to you in the event that (a) we believe or have determined that you breached these Terms (including our other policies specified in these Terms); or (b) we otherwise deem it necessary to terminate these Terms in our sole discretion, for any reason. Upon any termination of these Terms, the rights granted to you will automatically terminate, you may no longer exercise any of those rights or these Terms.
The following sections will survive termination of these Terms: 3(d), 6 (first two paragraphs only), 7, 8, 11, 12, 13, 15, 16, 17, and this sentence of Section 14.
15. Governing Law and Forum Choice.
These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Texas, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 16 below, the exclusive jurisdiction for all Disputes (defined below) that you and Adapter are not required to arbitrate will be the state and federal courts located in Austin, Texas, and you and Adapter each waive any objection to jurisdiction and venue in such courts.
16. Dispute Resolution.
16.a. Mandatory Arbitration of Disputes. We each agree that any dispute, claim, or controversy arising out of or relating to these Terms, or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative, or consolidated action or proceeding. You and Adapter agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Adapter are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
16.b. Exceptions. As limited exceptions to Section 16(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
16.c. Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
Any arbitration hearings will take place in the county (or parish) where you live, with provision to be made for remote appearances to the maximum extent permitted by the AAA Rules, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of this arbitration agreement.
16.d. Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we will not seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute is frivolous. If we prevail in arbitration, we will pay all of our attorneys’ fees and costs and will not seek to recover them from you. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
16.e. Injunctive and Declaratory Relief. Except as provided in Section 16(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
16.f. Class Action Waiver. YOU AND ADAPTER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if a Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
16.g. Severability. With the exception of any of the provisions in Section 16(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
17. General Terms.
17.a. Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Adapter and you regarding use of the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Adapter and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Adapter’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null and void in its entirety. Adapter may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and any permitted assigns. No provision of these Terms is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any person or entity other than you and Adapter and each party’s respective successors and permitted assigns.
17.b. Notices. Any notices or other communications provided by Adapter under these Terms will be given by posting to the Services.
17.c. Waiver of Rights. Adapter’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Adapter. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
18. Contact Information. If you have any questions about these Terms or the Services, please contact Adapter at support@adapter.com.
