1. License Grant

Subject to your compliance with this Agreement and payment of any applicable fees, ADAPT grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business purposes during the term of your subscription.

2. Accounts and Authorized Users

You must register an account to use the Service and may invite individuals you authorize to use the Service on your behalf (each, an “Authorized User”). You are responsible for (a) the acts and omissions of your Authorized Users, (b) maintaining the confidentiality of account credentials, and (c) all activity occurring under your account. You will promptly notify ADAPT of any unauthorized access or use you become aware of.

3. Restrictions

You will not, and will not permit any Authorized User or third party to:

• copy, modify, or create derivative works of the Service or its documentation;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying ideas of the Service, except to the extent expressly permitted by applicable law;
• resell, rent, lease, sublicense, or otherwise commercially exploit the Service or make the Service available to any third party other than Authorized Users;
• use the Service to build or train a competing product or service, or to benchmark the Service for the same purpose;
• upload or transmit any code, files, scripts, or content that contains viruses, worms, time bombs, Trojan horses, or other harmful or malicious code;
• interfere with or disrupt the integrity, performance, or security of the Service, or attempt to gain unauthorized access to the Service or its related systems;
• remove or obscure any proprietary notices contained in the Service; or
• use the Service in violation of any applicable law, regulation, or third-party right.

4. Customer Data

“Customer Data” means any data, content, or materials that you or your Authorized Users submit to, or generate through use of, the Service, including data imported from third-party systems (such as QuickBooks Online). As between you and ADAPT, you retain all right, title, and interest in and to Customer Data. You grant ADAPT a worldwide, royalty-free, non-exclusive license to host, copy, transmit, display, and process Customer Data solely as necessary to provide, secure, and support the Service. ADAPT processes personal information contained in Customer Data in accordance with the Adlapt Privacy Policy.

5. Third-Party Services and Integrations

The Service may integrate with third-party services that you elect to enable, including QuickBooks Online (Intuit Inc.) and other systems you connect (collectively, “Third-Party Services”). Your use of Third-Party Services is governed by the terms of those providers, not by this Agreement, and ADAPT is not responsible for any Third-Party Service. You authorize ADAPT to access and exchange Customer Data with Third-Party Services as needed to operate the integrations you enable.

6. Intellectual Property

ADAPT and its licensors own and retain all right, title, and interest in and to the Service, including all underlying software, designs, models, documentation, and improvements, and any feedback or suggestions you provide. No rights are granted to you under this Agreement other than as expressly set forth herein.

7. Confidentiality

Each party may receive non-public information of the other party (“Confidential Information”). The receiving party will use the same degree of care it uses to protect its own confidential information (and in no event less than reasonable care), use Confidential Information only to exercise its rights and perform its obligations under this Agreement, and not disclose Confidential Information to any third party except to its personnel and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section.

8. Fees

Access to certain features of the Service may require payment of fees as separately agreed between you and ADAPT or as set forth on an applicable order form. Where no fees apply (for example, evaluation or pre-release access), the Service is provided as accommodation and may be modified or discontinued at any time.

9. Term and Termination

This Agreement begins on the date you first accept it and continues for the duration of your access to the Service. Either party may terminate this Agreement at any time, with or without cause, by providing notice to the other party. ADAPT may suspend or terminate your access immediately if you violate this Agreement or if continued provision of the Service poses a security or legal risk. Upon termination, your right to use the Service ends, and ADAPT will, upon your written request made within thirty (30) days of termination, make Customer Data available for export in a commercially reasonable format. Thereafter, ADAPT may delete Customer Data in accordance with the Privacy Policy. Sections 3, 4, 6, 7, 10, 11, 12, 14, and 16 survive termination.

10. Warranty Disclaimer

The service is provided “as is” and “as available,” without warranty of any kind, whether express, implied, or statutory. ADAPT and its licensors disclaim all warranties, including the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or trade usage. ADAPT does not warrant that the service will be uninterrupted, error-free, secure, or that defects will be corrected.

11. Limitation of Liability

To the maximum extent permitted by law, in no event will ADAPT or its licensors be liable to you for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunities, arising out of or related to this Agreement or the service, whether based in contract, tort (including negligence), strict liability, or any other theory, and whether or not ADAPT has been advised of the possibility of such damages. ADAPT’s aggregate liability arising out of or related to this Agreement will not exceed the greater of (a) the fees paid by you to ADAPT for the service in the twelve (12) months preceding the event giving rise to liability, and (b) one hundred U.S. dollars (US$100).

12. Indemnification

You will defend, indemnify, and hold harmless ADAPT and its officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) Customer Data, (b) your use of the Service in violation of this Agreement or applicable law, or (c) any Third-Party Service you connect to the Service.

13. Export Controls and U.S. Government Rights

The Service is subject to U.S. export-control laws and regulations. You will not export, re-export, or transfer the Service to any country, person, or entity prohibited by such laws. If the Service is acquired by or on behalf of the U.S. Government, it is provided as “commercial computer software” and “commercial computer software documentation,” with the rights set forth in 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202, as applicable.

14. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Michigan, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Oakland County, Michigan, for any dispute not subject to arbitration. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15. Changes to this Agreement

ADAPT may update this Agreement from time to time. If we make a material change, we will provide reasonable notice (for example, by email or by posting a notice within the Service) before the change takes effect. Your continued use of the Service after the effective date constitutes acceptance of the updated Agreement.

16. Miscellaneous

This Agreement, together with the Privacy Policy and any order form, constitutes the entire agreement between the parties regarding the Service and supersedes all prior agreements on the same subject matter. If any provision is held unenforceable, the remaining provisions remain in full force and effect. No waiver of any term will be deemed a further or continuing waiver. You may not assign this Agreement without ADAPT’s prior written consent; ADAPT may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Notices to ADAPT must be sent to the address below.

17. Contact

ADAPT Technology LLC
Auburn Hills, Michigan, United States
Email: legal@adapttechnology.com (or steve@adapttechnology.com)