Terms & Conditions

Acknowledgment of our terms

These User Terms of Service (“Terms”) describe the policies regulating your use of our Service and Websites and are a legally enforceable agreement between you and Adorack. By accessing or using the Service and Websites, you acknowledge and agree to be governed by these Terms (where applicable) and indicate you have read and understand our Privacy Policy, which is incorporated by reference.

We are entitled to modify these Terms at any time by publishing a new version on our website. If Adorack decides that the changes to these Terms are important, we will give you sufficient notice before they take effect by sending an email to the account-related email address or by informing you through the Service and/or Websites. If you disagree with or cannot comply with the updated Terms, you must discontinue the use of the Service and Websites. The modified Terms shall be effective immediately upon publication and shall be applicable going ahead unless otherwise specified elsewhere in these Terms or in our notice. Use of the Service and Websites following any modification to these Terms indicates your acceptance of those changes.

Terms for users and customers

“Site Visitors” are people who utilize the Websites. “Free Users” make use of the Service’s free/basic edition. Unlike Authorized Users, Free Users get access to a smaller selection of Service features and capabilities. Free users can participate in a free multi-user Adorack domain or create their own personal workspace. The term “Authorized Users” refers to any individual or legal entity (the “Customer”) who has separately entered into a written agreement with Adorack (the “Customer Agreement”) that governs access to and use of the Service and authorizes the Customer to create and set up Adorack so that Authorized Users may join. Authorized Users use the Service as part of any paid Adorack subscription plan purchased.

YOU ACKNOWLEDGE AND AGREE THAT, AS BETWEEN ADORACK AND THE CUSTOMER, IT IS TOTALLY THE CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY OTHER AUTHORIZED USERS OF ANY RELATED CUSTOMER POLICIES, PRACTICES, AND SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA; (B) OBTAIN FROM YOU AND ANY OTHER AUTHORIZED USERS ANY RIGHTS, PERMISSIONS OR CONSENT REQUIRED FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF THE SERVICE; (C) ENSURE THE LAWFUL TRANSFER AND PROCESSING OF CUSTOMER DATA UNDER THE CUSTOMER AGREEMENT; AND (D) RESPOND TO AND RESOLVE ANY CONFLICT WITH YOU AND ANY OTHER AUTHORIZED USERS RELATING TO CUSTOMER DATA, THE SERVICE, OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS. ADORACK MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND (WHETHER EXPRESS OR IMPLIED) TO YOU IN YOUR CAPACITY AS AN AUTHORIZED USER WITH RESPECT TO THE SERVICE, WHICH IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS.

Terms of our product

We provide our products via web applications, accessible through the website https://app.adorack.com. Your subscription package (“Plan”) will determine the features and services that are accessible to you. The specifics of your Plan will be listed on your service order if you signed one. The information about your Plan will be provided on the Billing Page if you purchase a Product through the Application. Any third-party database or third-party services are not included in the Products.

We have the right, at our sole discretion, to change the features and functionality of our Products at any time.  We might choose to upgrade the Products with new features and provide customers with free general access to them. Acceptance of additional terms displayed within the Application may be necessary in order to access some new features or capabilities. If we make modifications to the Goods, we might or might not notify you. We will not be accountable to you or any third party for any changes, price hikes, or product discontinuations.

Terms for User Registration

By establishing a username and password, you must register for an Adorack account before you may access the Service and Websites. You acknowledge that you will give us true, current, and complete information about yourself during registration. Your obligation is to maintain the security and confidentiality of your password. By signing up, you acknowledge that you are entirely accountable for all actions taken using your username and password. Any Communications we get under your account may be construed as coming from you. If you are an administrator or owner of a workspace or an organization (“Account Administrator”), or if you have received written confirmation that you have the capacity to make decisions on behalf of a workspace or an organization, you represent and warrant that you have the necessary authority to do so and agree that Adorack may rely on instructions.

As a User, you affirm and warrant that you are (i) 18 years of age or older, (ii) not barred from opening an account with Adorack, and (iii) are not using the Products to harm Adorack or its competitors.

Unauthorized account

You acknowledge that it is your responsibility to take all necessary precautions to avoid unauthorized use of the Products. You also undertake to tell us right once any unauthorized use of your account is discovered. You will take all necessary efforts to terminate unauthorized usage immediately upon discovery and agree to cooperate with us in preventing or terminating such unauthorized use of the Products. Our products enable two-factor authentication for login. You acknowledge and agree that Adorack will not be liable for any damages, losses, or liability that could have been avoided if you or your Users had implemented such two-factor authentication.

Eligibility and Scope

To use the Service and Websites, you must be at least 16 years old and competent to agree to these Terms. If the legislation in your jurisdiction requires you to be of a certain age in order for Adorack to legitimately provide the Service and Websites to you and use your personal data without parental approval, then you must be of such age.

You may not access or use the Service and Websites if the claims in the preceding sentence are false or if Adorack has already barred you from accessing or using the Service and websites.

Service Availability

The Applications may occasionally not be available due to repairs, upgrades, routine, and emergency maintenance, or other interruptions that may be beyond our reasonable control, including any outages of Third Party Services or any related application programming interfaces (“APIs”) and integrations, even though we will use commercially reasonable efforts to keep our Applications available and accessible. Your subscription cannot be terminated for any reason, and you are not entitled to any full or partial refunds or credits for any subscription payments that you have already paid but have not yet utilized.

Third-party service

In combination with your use of our applications and products, you may be able to connect to and utilize specific external third-party goods and services (collectively, “Third Party Services,” and each one is a “Third Party Service”), such as social media platforms and other integration partners. You might need to register for or log into such Third Party Services on their individual websites or applications in order to access these features. You authorize a secure authentication token to be sent from the Third Party Service to the Products for this specific purpose when you allow the Apps to access such Third Party Service. You agree that the terms and conditions, acceptable use policy, privacy policy, or any other similar policy or rules that apply to that particular Third Party Service (including, but not limited to, the X Terms of Service available as  https://x.com/en/tos, the YouTube Terms of Service located at https://www.youtube.com/t/terms, and the Google Privacy Policy located at https://policies.google.com/privacy)  (may apply) for which Adorack is not liable.

If you enable a Third Party Service and rely on its rules, privacy practices, and data security procedures, we are not responsible for any harm or loss that results from or is related to that. If the Third Party Services modify or delete any of your data, we are not held accountable. The availability of these Third Party Services and the features and functionality they make accessible to us may affect which features of our Products are available.

Some features of our Products may be dependent on the availability of these Third Party Services, as well as the features and functionality they provide us. Features and functionality of Third Party Services are not under our control, and they are subject to change without prior notification to us. We reserve the right to stop providing access to certain features and functionality of our Products if any Third Party Service discontinues offering some or all of the features and functionality that have historically been made available to us, or discontinues offering such features and functionality on reasonable terms, as determined by Adorack in our sole discretion. Any refunds or losses resulting from or connected to any such change made by the Third Party Service or any modification to our Products will not be our responsibility to you. You unconditionally release Adorack from any liability relating to such Third Party Services.

Proprietary Rights

The intellectual property rights in the Service and Websites are owned solely by Adorack and its licensors. In addition to any additional copyright notices or restrictions included in the Service and Websites, you also undertake to abide by all relevant copyright and other laws. As between you and Adorack, Adorack shall always be and remain the sole and exclusive owner of all present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including without limitation rights in and to all applications and registrations relating to the Service and Websites.

Payments terms

Monthly Payment

In the case of monthly plans, we will automatically charge you on the first day of the subscription period and on the same day of each succeeding month (“Monthly Pay Day”). If you choose not to terminate your Plan, including any Add-Ons, at any time by visiting the “Billing” page within the Application (“Billing Page”), we will continue to charge you on a monthly basis. You won’t receive any refunds or credits for prepaid and unused costs for the remaining membership term if you cancel in the month before your Monthly Pay Date, but you will still have access to the Products until the following Monthly Pay Date.

Yearly Payments

In the case of yearly Plans, we will automatically bill you on the same day of the first year of your subscription (“Annual Pay Day”). Unless you choose to cancel before the Annual Pay Date by going to the Billing Page, we will continue to bill you annually for your Plan and any Add-Ons. You won’t receive any refunds or credits for any pre-paid and unused fees for the remaining membership period if you cancel during the term; however, you will still have access to the Products until the next Yearly Pay Date. Either through our Application or after receiving an invoice from us, you will pay for your Plan.

Monthly payments for annual plans

For monthly-paying annual plans, we will automatically charge you on the first day of the subscription term and on the same day of each succeeding month of the subscription term. Unless you decide to cancel at least thirty days before the end of your current subscription term by contacting your account manager or billing@adorack.com, we will continue to bill you for your Plan, including any Add-Ons, on a monthly basis throughout the course of your subscription term and any succeeding renewal terms. If you decide to cancel during the subscription term, you won’t receive any refunds or credits for any prepaid and unused costs for the remaining membership term, and you’ll be responsible for paying any outstanding charges. Any outstanding fees under the relevant service order that are not paid in a timely manner may, in Adorack’s sole judgment, become immediately due and payable.

Change in Plans

If you decide to upgrade your Plan or add any Add-Ons to your Plan while your subscription is still in effect, you will be charged for the upgrade or Add-Ons at the then-current price, prorated depending on the number of days left in your subscription term. Any upgrade or Add-Ons you add will automatically renew at the end of the subscription period together with your plan unless otherwise indicated on your service purchase, and will be coterminous with the current Plan. You won’t receive any refunds or credits for the paid but unused fees associated with downgrading your plan or removing any Add-Ons from your plan, should you decide to do so. If you downgrade your plan, you might lose access to some of your account’s features, content, or storage space, but we won’t be responsible for such loss.

Paypal and Credit Card payment

By giving Adorack the details of your credit card or PayPal account, you give Adorack permission to retain this information with its third-party service providers and to charge the credit card or PayPal account you have given us up until the time your account is closed. You also give us permission to handle payments via a third-party payment processor. We will alert you if your credit card expires, is denied, or has to have its details updated with PayPal. We reserve the right to suspend your account until we receive a payment if, for any reason, your credit card or PayPal payment cannot be processed. If your primary payment method is unsuccessful for any reason, you can choose to set up a backup that will be used instead (such as an expired credit card or insufficient funds). By adding a backup payment method, you authorize Adorack to use that payment method in the event that your primary one is declined so as to prevent any account suspensions or interruptions.

Taxes

You are in charge of paying any relevant taxes on payments owed to Adorack, such as federal, state, local, sales, use, excise, and value-added taxes (but not taxes on Adorack’s earnings, assets, or workers). If you pay using the Application or are given an invoice, applicable taxes will be levied on you unless you send a current and valid applicable tax exemption certificate to billing@adorack.com ahead of time.

Cancellation and Termination

Termination by Adorack

We hold the right to end your access to the Products and your account for any of the following reasons: (i) you violate these Terms; (ii) you fail to pay your fees in accordance with the payment terms under your Plan; (iii) at the conclusion of your Plan’s subscription period if we give you prior written notice; or (iv) you are the target of a bankruptcy petition or any other proceeding involving insolvency, receivership, liquidation, or assignment for the benefit of creditors or (v) if we believe you are doing or have acted in a way that could seriously affect Adorack’s reputation or the reputation of any of our current or potential partners or clients. Any termination by us for the aforementioned reasons will not, under any circumstances, entitle you to any refunds of any prepaid and unused fees or release you from your obligation to pay any fees due to us before the termination date. Instead, any unpaid fees under your Plan will continue to be due and payable. Your usage of the Product may be immediately terminated for any suspected fraudulent, abusive, hateful, discriminatory, or unlawful behavior, and law enforcement may be notified.

Termination by You

You may cancel your Plan solely in line with Payment or if Adorack commits an uncured material breach. You have the right to close your account and get a prorated refund of any fees you’ve already paid if we don’t correct a major breach of these terms within thirty (30) days of receiving written notification from you, specifying the violation. Any unpaid fees under your Plan for the relevant subscription term will continue to be due and payable in any other cases of termination, and you will not be entitled to any refunds of any prepaid and unused fees.

Post Termination

You must stop using the Products if your account is cancelled, and Adorack reserves the right to erase your account settings and Content without any recourse or prior warning within thirty (30) days of the cancellation or termination. Except for any Content that remains on Third Party Services in accordance with such Third Party Service Terms, after your account settings and Content are deleted, you won’t be able to recover such account settings or Content.

Your use of the product

You agree not to: (i) license, sublicense, sell, rent, lease, or otherwise allow third parties to use the Products; (ii) get around or disable any security or other technological features or measures of the Products; (iii) reverse engineer any element of the Products or use the Products in any way to compete; (iv) modify, adapt, or present the Products in any way that falsely implies any sponsorship or relationship with Adorack; (e) use the Products in any way that interferes with or interrupts the integrity or performance of the Products or their components; (v) Use the Products to post, upload, link to, send, or store any content that violates another party’s intellectual property rights, is fraudulent, defamatory, abusive, obscene, illegal, hateful, harassing, violent, threatening, racial, or discriminating; (vi) use the products to send, distribute, or store any content that is infected with malware, Trojan horses, ransomware, or other harmful software of a similar nature; (vii) without first obtaining all necessary rights, permissions, and consents to make such Content available on or through the Products and to grant Adorack the limited right to use Content as set forth in these Terms, use the Products to post, upload, link to, send, distribute, or store any Content that is protected by copyright, trademark, or any other proprietary right; (viii) use automated scripts to gather data from or otherwise engage with Third Party Services or the Products; (ix) attempt to use any way to gain unauthorised access to any paid or restricted sections of the Sites or to the Products and its related systems or networks; (x) deep-link to the Sites for any reason without Adorack’s express written consent; (xi) pose as another user of the Products; or (xii) use the Products in violation of any Third Party Service Terms or any relevant law. 

You agree not to use the Products for any of the following purposes: (i) conducting or providing surveillance or gathering intelligence, including, but not limited to, looking into or tracking specific social media users or their content; (ii) tracking, alerting, or other monitoring of sensitive events (including, but not limited to, protests, rallies, or community events); (iii) carrying out or offering surveillance, research, or other activities that isolate a group of people or a single person on social media for any improper or discriminatory purposes, or in a way that conflicts with the users’ legitimate expectations of privacy; or (iv) targeting, segmenting, or profiling people based on sensitive personal information such as health (such as pregnancy), poor financial status or condition, political affiliation or beliefs, racial or ethnic origin, religious affiliation or beliefs, sex life or sexual orientation, trade union membership, information pertaining to any alleged or actual commission of a crime, or any other sensitive categories of personal information prohibited by law.

You may not access X content using the Products if you are a government agency or an organization working for a government entity whose major duty is to conduct surveillance or gather intelligence unless Adorack and X have expressly granted you permission to do so. If you are a government body or an organization providing services on behalf of a government agency, Adorack, and X reserve the right to authorize each of your use cases for our Products; failing to do so may result in suspension and/or termination in accordance with these terms. If we think that you have broken any of the rules, we have the right to immediately delete your account or suspend your access to the Products.

Although we do not monitor and are not responsible for any content published through our Products, we reserve the right to delete, alter, or move any communications or materials that we feel necessary to be removed, including, but not limited to, public postings, ads, and messages.

Export from Inbox and Link Sharing

If you decide to share any public or private links or export a copy of your Adorack inbox, you acknowledge and agree that we will not be liable for: (i) the security of the information contained in either (a) any exported copies of your Adorack inbox or (b) any public or private links shared through the Products; or (ii) fulfillment of your request to (a) export a copy of your Adorack inbox or (b) share any public or private link through the Products, including compliance with any applicable laws of any applicable federal, state, local, or foreign government or political subdivision thereof, including applicable privacy law. 

X Custom Account

By connecting a custom profile image and/or name to a particular X profile, you acknowledge and concur that (i) if a person is portrayed, you have their permission to display their name and/or likeness in the custom profile; (ii) you will indicate in the field designated for the person’s name (for example, by using the term “bot”) or in the opening message sent to each X user that the person is not taking part in the conversation; and (iii) You agree to abide by all relevant acceptable usage policies, terms of service, and other similar policies and terms as well as the X Terms of Service.

Confidential Information

For the purposes of these Terms, “Confidential Information” means non-public information that either party discloses to the other party, directly or indirectly, in writing, orally, or to which the other party may have access, and that: (i) a reasonable person would consider confidential; or (ii) is marked by the disclosing party as “confidential,” “proprietary,” or another similar designation.

Confidential Information will not, however, include any information that (i) became generally known to the public after being disclosed by the disclosing party to the receiving party, (ii) became generally known to the public after being disclosed by the disclosing party to the receiving party unless the receiving party violates these Terms; (iii) was already in the receiving party’s possession at the time of disclosure by the disclosing party; (iii) was acquired by the receiving party from a third party without violating confidentiality obligations; (iv) was independently developed by the receiving party without using or referencing the disclosing party’s Confidential Information; or (v) was disclosed by the disclosing party but not previously known to the receiving party.

Any Confidential Information received shall not be used by the receiving party for any purpose that is not expressly permitted by these Conditions, and it shall not be disclosed, used, transmitted, informed, or made available to any entity, person, or body. The receiving party must always use at least a reasonable amount of care and take all reasonably necessary and relevant measures to prevent the unauthorized disclosure of the confidential information. Each party acknowledges that it will only let those employees, consultants, agents, and other representatives who need access to carry out its obligations under these Terms have access to the confidential information of the other party.

As long as the receiving party gives the disclosing party prior written notice of the disclosure, allowing the disclosing party to request confidential treatment of that information, and limits the disclosure to what is legally necessary, the receiving party shall not be in violation of its confidentiality obligations for disclosing Confidential Information as required by applicable law or regulation or in response to a valid order by a court or other governmental body.

Agencies

You may use our Products on behalf of Users who are your customers if you are an Agency (described below), and you may bill your clients for using our Products (each, a “Client”). You, as an Agency, will be responsible for all Client usage of the Goods. You represent and warrant that you have obtained all required authorizations and consents from such Clients to bind them to these Terms by adding any Client to your account. You are in charge of making sure that no Clients are able to access the confidential or proprietary information of another Client if you use the Products on their behalf or provide them access to the Products. A company or organization offering marketing, social media, or advertising services on behalf of another company, individual, or group is referred to as an “agency.”

Data Privacy

We use your information to react to your service requests and as required to deliver the Application and Goods to you. In accordance with our Adorack Privacy Policy (the “Privacy Policy”), which is available here and is incorporated into these Terms, we may share your data with third parties as permitted by law, as agreed to and by you, or as otherwise provided for under these Terms. You consent to all acts involving your data that are compliant with our Privacy Policy. We shall take measures to guarantee that any third-party service provider maintains commercially reasonable data practices for ensuring the confidentiality and security of your data and for preventing unauthorized access to such data before disclosing your information. Your information is not given to such parties for their own marketing initiatives.

You hereby represent and warrant that no applicable law, regulation, or contractual obligation has been broken in the collection, storage, or transfer to us of your Content. The accuracy, excellence, legality, and method of acquisition of the Content shall be solely under your control.

IP Rights: Your Rights and Our Rights 

Content you own

All of the Content you give us is your property. For the sole purpose of supplying the Applications and Products to you and your Users, you hereby grant us a nonexclusive, revocable, worldwide, limited, fully paid-up, and royalty-free right to use, copy, prepare derivative works of, distribute, publish, remove, retain, add, process, or analyze such information. You guarantee and represent that the Material you provide is accurate, that you have the right to submit it, and that it does not violate any legal obligations or the rights of any third parties.

Content we own

Any patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how, and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”) relating to the Products are owned and retained by us. You do not acquire any additional rights to the Products or ownership of any associated intellectual property rights by using the Products in accordance with these Conditions. After you subscribe to the Products, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use our Products and Apps, subject to your compliance with and limits set forth in these Terms.

Ownership of Your Recommendations and Comments

You are not required to offer us feedback or suggestions, but if you do, you agree to assign to us all of your worldwide rights, titles, and interests in and to any and all requests, recommendations, and other comments you make about our products, along with all associated intellectual property rights. You must sign any paperwork that Adorack, its successors, or their assignee may request in order to complete this assignment. Additionally, even if your feedback, recommendations, or other remarks are changed or altered in an unfavorable way, you agree to renounce any moral rights you may have in them and any right of approval for our use of the rights given here. You are aware that none of the rights given in this section will be exchanged for any fees, money, consideration, or payment. Your comments, recommendations, and other submissions are welcomed, but we do not claim ownership of any present or future intellectual property rights, nor do we acknowledge their novelty, prioritization, or creativity.

Data Use

You agree and authorize us to use de-identified or aggregated data for any of the following purposes: (i) to compile data on application usage and performance; (ii) to operate, enhance, and support the Applications; (iii) to create and publish benchmarks and other informational reports; or (iv) for any other lawful purpose; provided, however, that to the extent that such de-identified or aggregated data is Personal Data (as defined in the DPA), we only use such data If the data is not de-identified so that it cannot be used to identify You, Your users, or any other person, we will not disclose it to the outside world. In relation to such de-identified or aggregated data and any data derived therefrom, we will have all intellectual property rights.

Warranty

THE APPLICATIONS AND PRODUCTS ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTIES, GUARANTEES, CONDITIONS, OR REPRESENTATIONS OF ANY KIND. WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, DESIGN, TITLE, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED. WE CANNOT AND DO NOT WARRANT THAT THE APPLICATIONS AND PRODUCTS WILL BE AVAILABLE, ACCESSIBLE, SECURE, TIMELY, ACCURATE, COMPLETE, VIRUS-FREE, OR ERROR-FREE. ADORACK DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO WEBSITE SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, OR ANY OTHER ERROR, OMISSION, INTERRUPTION, OR DELETION. ADORACK IS NOT RESPONSIBLE FOR ANY DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION, OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, DATA.

Our indemnification to you

As long as you use any Product in accordance with this Agreement, we agree to defend, indemnify, and hold you free from any and all claims, losses, demands, liabilities, damages, settlements, expenses, and costs (including reasonable attorney’s fees and costs) made against you by a third party who claims that you have infringed or unfairly appropriated their intellectual property. If any of the following occurs as a result of or is the basis for an infringement or misappropriation: (i) combining the Products with other products or services where no infringement or misappropriation would have occurred otherwise,  (ii) Any modification of the Products not made or authorized in writing by Adorack; (iii) Your use of the Products for purposes not intended, permitted, or outside the scope of the rights granted to you under these Terms; (iv) Your Content; Third Party Content; or Third Party Services (the “Excluded Claims”). If a Product or a portion of it is enjoined or otherwise prohibited from being used due to a claim that it infringes upon the intellectual property rights of a third party, or if we reasonably believe that such a prohibition is likely, then we will, at our sole cost and discretion: (a) secure for you the right to use the allegedly infringing portions of the Products; (b) change the purportedly infringing parts of the products to make them non-infringing without significantly reducing or harming their operation; or (c) swap out the purportedly infringing parts of the products with non-infringing items that function almost identically. If we decide that the aforementioned remedies are not economically fair, we may cancel the affected subscription or a portion of it, and we will promptly refund or credit you for any pre-paid and unused payments on a prorated basis.

Your Compensation for us

Any of the responsibilities you have under these Terms that you don’t fulfill will be regarded as a violation of these Terms. You agree to defend, hold harmless, and indemnify Adorack, its Affiliates, and each of their respective officers, directors, employees, agents, successors, and assigns from any and all third-party claims, losses, demands, liabilities, damages, settlements, expenses, and costs (including attorney’s fees and costs), based on: (i) allegations of your or your Users’ violation of these Terms or use of Third Party Services; (ii) for any legal action brought because of the Excluded Claims.

Limitation of liability

Exclusion of Damages that Are Consequential and Related

NONE OF THE PARTIES OR THEIR AFFILIATES WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AND DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, BUSINESS, OR DATA, SPECIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS; BUSINESS STOPPAGE; OR LOSS OF GOODWILL OR REPUTATION, EVEN IF THE PARTY IS AWARE OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING OR IF SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. 

Liability Limits in Money

THE MAXIMUM TOTAL LIABILITY OF ADORACK (INCLUDING ITS AFFILIATES) TO YOU UNDER NO CIRCUMSTANCES (INCLUDING YOUR AFFILIATES) RESULTING FROM OR IN CONNECTION WITH THESE TERMS (INCLUDING, BUT NOT LIMITED TO, WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNT PAID BY YOU THE ABOVE LIABILITY LIMITATIONS SHALL NOT IN ANY WAY LIMIT YOUR RESPONSIBILITIES FOR PAYMENT.

Independent Risk Allocations

THE RISKS OF THESE TERMS ARE SHARED BETWEEN THE PARTIES IN ACCORDANCE WITH EACH PROVISION OF THESE TERMS THAT PROVIDES A LIMITATION OF LIABILITY, A DISCLAIMER OF WARRANTIES, OR AN EXCLUSION OF DAMAGES. A KEY PIECE OF THE BASIS OF THE AGREEMENT BETWEEN THE PARTIES, THIS ALLOCATION IS REFLECTED IN THE PRICING ADORACK OFFERS TO YOU. APART FROM THE OTHER PROVISIONS OF THESE TERMS, EACH OF THESE PROVISIONS IS SEVERABLE AND STANDALONE. EVEN IN THE EVENT THAT ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, THE LIMITATIONS IN THIS SECTION WILL STILL APPLY.

State Prohibit of Liability Limitation and Implied Warranty Disclaimers

Some of the aforementioned restrictions might not be applicable because certain states do not permit the exclusion of implied warranties or the limitation of liability for incidental or consequential damages. Each party’s liability in these states will be capped at the maximum extent permitted by law.

Miscellaneous

Logo usage

As a customer, you give us permission to use your company’s name and logo on our website as well as in press releases, investment materials, and other communications with stockholders. Please email contactus@adorack.com if you do not want your name or logo to be used in this way or if you want your name or logo removed from such a list.

Updates to Terms

In our sole discretion, we reserve the right to periodically amend and revise these Terms. Any modifications we make to these Terms become operative as soon as we post them. Any significant modifications to these Terms will be communicated to the account owner listed on the account. When we notify you of the new Terms, your continued use of our products will signify your acceptance of the updated Terms.

Assignability

Neither party may assign its rights, obligations, or liabilities under these Terms without the other party’s prior written consent; however, Adorack may assign these Terms and the rights granted to Adorack under these Terms without your consent to a successor (including a successor by way of merger, acquisition, sale of assets, or another legal process) if the successor agrees to assume and fulfill all of your obligations under these Terms.

Notices

Any notices under these Terms shall be sent to Adorack by email to legal@adorack.com, with a duplicate copy delivered via registered mail (return receipt requested) to: (address).  Any notices required by these Terms to be provided to you shall be sent through email to the Adorack account’s current identified account owner. You are in charge of keeping your named account owner’s email address and other contact details up to date on the “Personal Settings” page of the Application. 

Major Force

With the exception of your obligation to make payments to Adorack under these Terms, neither party will be liable for or be deemed to be in breach or default of these Terms on account of any delay or failure to perform as required by these Terms due to any cause or condition beyond its reasonable control, so long as that party uses commercially reasonable efforts to avoid or remove the causes of non-performance.

Waiver and Severability

Any term or condition that Adorack waives in these Terms will not be deemed to be a further or continuing waiver of any other term or condition in these Terms, and Adorack’s failure to exercise or enforce any right or provision in these Terms will not be construed as a waiver of such right or provision. If any provision of these Terms is determined to be invalid, unenforceable, or unlawful for any reason by a court or other tribunal of competent jurisdiction, such provision shall be limited to the minimum extent necessary so that the remaining provisions of the Terms will remain in full force and effect.

Relationship; Independent Contractor

Nothing in this agreement should be read to imply that the parties are acting in the capacities of principal and agent, employer and employee, partners, or joint venturers, nor should any other connection of a similar nature be assumed to exist. Except for what is expressly stated in this agreement, no party shall have any authority to bind or constrain the other party.

Agreement

These Terms represent the whole and exclusive statement of the agreement between the parties for your use of the Products and Apps, excluding any service orders. All prior statements and communications—oral and written—about these subjects are superseded and governed by these Terms. Adorack will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to these Terms (whether or not it would materially alter this agreement) that is proffered by you in any receipt, invoice, acceptance, purchase order, confirmation, correspondence, or otherwise, regardless of Adorack’s failure to object to such terms, provisions or conditions.