These Adaptable Terms of Service describe your rights and responsibilities.
Last modified on 01/22/21
Welcome to Adaptable. Please read these terms of service (these “Terms”) carefully as they form a contract between you and Menikmati Labs LLC (“Adaptable”, “we”, “us”, or “our”) under the brand name of Adaptable that governs your access and use of (i) any services, tasks, projects, deliverables or products provided by Adaptable; (ii) the Adaptable websites or applications; and (iii) any written or electronic use or features or other documentation provided or made available by Adaptable under the brand name Adaptable through the website located at www.adaptableco.com (together and individually the “Service(s)”).
By registering, acquiring, using, or requesting the use of any of the Services you agree to be bound by these Terms and all amendments and/or changes made from time to time. If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising to Adaptable that you have the authority to legally bind that organization to these Terms (in which event, “you” and “your” will refer to that organization) unless that organization has a separate paid contract in effect with us, in which event the terms of that contract will govern your use of the Service. You may use the Services only in compliance with these Terms and only if you have the power to form a contract with Adaptable and are not barred under any applicable laws from doing so. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES.
You are confirming that all information provided to Adaptable when using or agreeing to use the Services, including the use of Adaptable’ websites (such information being the “Registration Data”), is true, accurate, current and complete information about yourself, and you must maintain and promptly update this information to keep it true, accurate, current and complete. The Registration Data includes, but is not limited to, your name, email, billing information and payment information.
You are confirming that you are at least 18 years old, and that you agree to be bound by these Terms, and you acknowledge that Adaptable may change any of these terms at any time. When these Terms are changed, the changes will appear on this website. Your use of the Services after any changes have been posted will constitute your agreement to the modified Terms. Therefore, you should read these Terms from time to time.
Subject to these Terms, Adaptable will use commercially reasonable efforts to provide you the agreed upon Services. Adaptable has the right to cancel, terminate or abort any agreed or ongoing Services at any time, with immediate effect.
Subject to these Terms, Adaptable will provide you with reasonable support during projects in accordance with Adaptable’ standard practice. It is our goal to provide top-quality work that fulfills your needs with accuracy. In order for us to successfully perform the Services, you must provide our team with sufficient content and instructions to complete the work. Furthermore, requests must be made in accordance to your Adaptable onboarding training. You agree that insufficient instruction or use of our Services may produce unwanted results. You may from time to time request for Services that fall outside our scope. We will inform you as soon as possible if a request cannot be completed by us within our scope of Services. Adaptable does not guarantee that any Services provided will remain functional or compatible after delivery.
We hold ourselves to a high standard of delivery and would never intentionally submit and/or publish final files, products, and assets with errors to you. However in a rare event that you do receive a file with errors, please notify us promptly and we will do our best to resolve the issue and/or quickly make the revisions and re-submit to you. Adaptable is not liable for any loss of business or loss of revenue incurred from errors in our Services. Adaptable does not guarantee for any online hosting or support service on www.adaptableco.com, or any other third-party service, website or domain. It is your responsibility that any electronic or online delivery or Service provided by Adaptable, as well as any account data, registration data, access data or any other data are copied and saved to your own location by yourself.
You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Adaptable or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
You represent, covenant, and warrant that you will use the Services only in compliance with Adaptable’ standard published policies then in effect (the “Policy”) and all applicable laws and regulations. You hereby agrees to indemnify and hold harmless Adaptable against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from your use of Services. Although Adaptable has no obligation to monitor your use of the Services, Adaptable may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment, your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or the Equipment with or without your knowledge or consent.
You shall own all right, title and interest in and to the Customer Data, as well as any data, product, output and deliverable that is based on or derived from the Customer Data and provided to you as part of the Services (collectively, “Work Product”), including all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as “moral rights” (collectively, “Moral Rights”), and any and all intellectual property rights arising therefrom. All Work Product shall constitute a “work made for hire” as such term is defined in 17 U.S.C. § 101, made solely for your benefit. Adaptable agrees that you shall not be subject to any restrictions relating to Work Product under these Terms.
Adaptable shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Services or support, and (c) all intellectual property rights related to any of the foregoing.
During your use of the Services, and for a period of one (1) year immediately after your last use of a Service, you agree not to solicit any employee or independent contractor of Adaptable, either on your own behalf or on behalf of any other business or organization, unless you have received written approval to do so, signed by a duly authorized representative of Adaptable.
During your use of the Services, and for a period of one (1) year immediately after your last use of a Service, you agree to not induce any employee, vendor or independent contractor associated with Adaptable to terminate or breach an employment, contractual or other relationship with Adaptable.
Any files and assets you upload to our server (“Your Content”) or submitted through email are considered your content. All materials and content submitted to us when creating your design request or projects remain your property. All files submitted to Adaptable must be owned or legally licensed by you and not be stolen from another entity. You are held 100% liable for all content submitted and their use in completed work, including any infringement on intellectual property rights. We do not provide any copyrights, trademarks, or licenses research when using your content. What you provide, shall we use as-is and you are held liable for the published work Adaptable submits back to you.
Responsibility for Your Content: You understand that you are solely responsible for Your Content. You represent that you have all necessary rights to Your Content and that you’re not infringing or violating any third party’s rights by posting it.
Permission to Use Your Content: By posting Your Content through our Dashboard or submitting them via Email, you grant Adaptable a license to use it. Adaptable will never claim ownership of your content, however, we reserve the right to use published or unpublished work on our website and in advertising materials. You will still own exclusive rights to your content and any licenses you own remain yours. You simply grant us permission to use.
Rights You Grant Adaptable: By posting Your Content, you grant Adaptable a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of Your Content to provide the Services and to promote Adaptable.
Reporting Unauthorized Content: If content that you own or have rights to has been posted to the Services without your permission and you want it removed, contact us. If Your Content infringes another person’s intellectual property, we will remove it if we receive proper notice.
Inappropriate, False or Misleading Content: You agree that you will not post any content that is abusive, threatening, defamatory, obscene, vulgar or otherwise offensive or in violation of any part of our Terms. You also agree not to post any content that is false and misleading or uses the Services in a manner that is fraudulent or deceptive.
All software and creative assets, subject to limitations, while actively enrolled with us are yours to keep and own once the Services have been rendered complete and delivered, and/or published live. Adaptable reserves the right to retain ownership on Services rendered during any stages prior to completion and publication, including versions rejected by the User. All Site design and development static files are available for download. Static files include all software components and technology to function as demonstrated, but Adaptable does not guarantee functionality once downloaded and used outside the Services or with other 3rd parties. Adaptable does not provide support for downloaded files. 3rd party technology used in the Services may no longer work when used outside our applications. You will be required to assume all technology and related costs on your own without our support. Web designs that require use of stock photography will have access to download the license-free media. Web designs that require graphic design and/or illustrations will have access to download native source files with no restriction. Services related to IT, infrastructure, analytics and workflows performed on our applications and/or sub-processors are available in full-function if you are actively enrolled. Adaptable does not provide any migration or technical support for moving work from our applications to yours. Services performed on approved 3rd party accounts provided by you will remain functioning and in your ownership. Adaptable does not provide support for your owned accounts and does not guarantee functionality after leaving our applications.
Application data regarding your project and request management in Adaptable are subject to deletion from your dashboard and our systems after 60 days. Any output files or deliverables associated with the project or request will be consolidated and stored in your asset management after project completion. Files in your asset management will remain available for viewing and download if you are actively enrolled in a plan. It is your responsibility to download and save these files for your records. All Sites and their content will remain on our servers if you are actively enrolled in a plan. You may request at any time to delete files and/or sites.
By using or agreeing to use the Services, you commit to provide a valid payment method with available funds to pay for any Fees through an account on Adaptable.com, and to maintain a valid payment method until all Services are paid for. Adaptable reserves the right to not provide any Services before you have provided a valid payment method through an account on Adaptable.com.
Use of our Services requires payment of recurring fees. Before we have any obligation to provide Services, you must pay the fees (as well as applicable taxes or setup fees) in full, in such amounts and for such billing frequency as specified during registration. You will pay Adaptable the then applicable fees described in the invoice for the Services in accordance with the terms therein adjusted for any discounts (the “Fees”), regardless of being higher than any quotes or estimates provided to you before or during the time period the Services were provided. You agree that, upon registering for the Services, you authorize us to charge your method of payment (e.g., credit card) for the fees and applicable taxes from your registration date based upon your chosen billing frequency (e.g., monthly, quarterly, annually). Overdue charges will accrue interest monthly at the rate of 1.5% of the then-outstanding unpaid balance, or the maximum rate permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. We reserve the right to terminate your account in the event of non-payment of amounts owed to us. All amounts owed under this Agreement are non-cancelable and non-refundable, except as specifically provided in this section. We reserve the right to change our fees upon 5 days’ advance notice. Promotional discounts apply to pricing advertised at the time the discount communication was received by the recipient. If pricing changes occur during the active promotion period, the applied discount amount will be adjusted. By continuing to use the Services, you accept such changes. It is your responsibility to review the Adaptable pricing page or inquire Adaptable about the latest prices and fee structure. If you believe that Adaptable has billed you incorrectly, you must contact Adaptable no later than 7 days after receiving an email or invoice, in whichever the error or problem first appeared, in order to receive an adjustment or credit. Inquiries should be directed to [email protected]
You hereby authorize Adaptable to run, or have run, credit card authorizations on all credit cards provided by you, to store credit card details as your method of payment for Services, and to charge your credit card (or any other form of payment authorized by Adaptable or mutually agreed to between you and Adaptable).
Adaptable may choose to bill through an invoice or a custom processing method. In any case, full payment for invoices issued, and for amounts that have been attempted charged on your credit card or by another payment method, in any given month, must be received by Adaptable no later than fourteen (14) days after the earliest of the emailing date of the invoice, and the date of the attempted charge to credit card or other payment method, unless otherwise has been agreed with Adaptable in writing. If any outstanding amount has not been paid within 14 days, unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Unpaid amounts that have not been paid after 30 days may be sent to a Debt Collection agency. You shall be responsible for all taxes associated with Services other than U.S. taxes based on Adaptable’ net income. Payments made through custom billing methods, any services or processes separate from our applications, are subject to an additional 4% fee to the plan fee.
Adaptable will use commercially reasonable efforts to provide you the Services agreed upon and you shall pay Adaptable the Fee in accordance with these Terms. In cases where the Service has been cancelled, terminated or aborted, either by you or by Adaptable, you will pay in full for the Services up to and including the last day on which the Services are provided. All sections of these Terms which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
If you are using the Services on behalf of an organization, and that organization defaults or in any other way is not able to pay any outstanding amount owed to Adaptable, you are personally jointly liable for payment, unless it is evident that you had no knowledge of the causes for the organization’s inability to pay.
You may request a refund from us if you cancel your subscription within 15 days of signing up and making a successful payment. These 15 days are a trial-period. After this 15 day window, we will not issue a refund.
During the trial period, you can request for work just as you normally would. Our Services will be delivered as staged demos, drafts, and/or proofs depending on the deliverable. These are for your evaluation of Adaptable and are not to be used, reproduced, re-engineered, and/or put in public distribution. Technical work performed will remain a draft and/or in testing environments. Downloading assets rendered by the Services during the trial period is unavailable to you. At any time during the trial period, you may request to publish the Services performed. Publication of Services automatically upgrades your account from the trial period to your registered monthly plan. We will not issue a refund once any Service has been published.
It’s our goal to provide a quality service for our customers and ensure that you have a good experience with Adaptable. The purpose of our 15-day return policy is to ensure prospective customers have the opportunity to test Adaptable out risk-free. These are the engagement requirements to qualify for the refund policy.
To qualify for a refund:
Eligibility for refund is nulled if…
Plans ineligible for refunds
The following plans may not be eligible for refunds.
From time to time, we may refuse a refund request if, in our sole discretion, we find evidence of fraud, refund abuse, or other manipulative behavior. Promotions, upgrades, and adjustments to existing plans are non-refundable.
We have these policies in place both to protect the integrity of our service and safeguard from abuse. If you have any further questions please feel free to email us at [email protected]
Adaptable offers the pricing plans (the “Plans”) with the respective USD amounts (the “Monthly Amounts”) that are at all times available on www.adaptableco.com/plans.
You are required to give at least 15 days notice when canceling your plan, excluding the first month as a first-time Adaptable user. After requesting cancellation, your plan will remain effective until the end of your current month’s billing cycle.
Please contact your Adaptable team member or email us at [email protected] to change plans or cancel.
This Agreement will expire and terminate upon the expiration or termination of your account or subscription to a Service. All sections of this Agreement which by their nature should survive termination will survive termination, including but not limited to, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
We may terminate this Agreement at any time upon notice if you default or breach this Agreement. Upon expiration or termination of your account or subscription to a Service, all rights under this Agreement relating to such Service will immediately terminate, you will lose all access to the applicable Service, including access to your account and Customer Content or other files. If we terminate the Agreement for your breach, any licenses to Licensed Content will terminate.
The site is provided on an as-is and as-available basis. You agree that your use of the site and our service will be at your full risk. To the fullest extent permitted by law, we disclaim all warranties, express or implied, in connection with the site and your use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We make no warranties or representations about the accuracy or completeness of the site’s content or the content of any websites linked to the site and we will assume no liability or responsibility for any:
We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the site, any hyperlinked website, or any website or mobile application featured in any banner or other advertising.
Adaptable shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Adaptable or by third-party providers, or because of other causes beyond Adaptable’ reasonable control, but Adaptable shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Adaptable does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND ADAPTABLE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
You will indemnify, defend, and hold harmless Adaptable, our affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party against an Indemnified Party relating to: (a) use of the Services by you or your agents, including any Customer Data provided by you or your agents and any payment obligations incurred through use of the Services; (b) any contract entered into by you or your agents; (c) failure to comply with these terms by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement or allegations thereof of registered patent, registered trademark, or copyright of a third party, or misappropriates a trade secret to the extent caused by you or your agents. Adaptable will reasonably notify you of any such claim or demand that is subject to your indemnification obligation.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, ADAPTABLE AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND ADAPTABLE’ REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO ADAPTABLE FOR THE SERVICES UNDER THESE TERMS IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT ADAPTABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You will not violate any laws or third party rights on or related to Adaptable. Without limiting the generality of the foregoing, you agree to comply with all applicable import and export control laws and third partiesʼ Proprietary Rights.
You consent to the use of (a) electronic means to fulfil these Terms and to deliver any notices pursuant to these Terms; and (b) electronic records to store information related to these Terms or your use of the Services. Notices hereunder will be invalid unless made in writing and given (a) by Adaptable via email (in each case to the email address that you provide), (b) a posting on the Adaptable Site or (c) by you via Adaptable. The date of receipt will be deemed the date on which such notice is transmitted.
No modification or amendment to these Terms will be binding upon Adaptable unless in a written instrument signed by a duly authorized representative of Adaptable. For the purposes of this section, a written instrument will expressly exclude electronic communications such as email and electronic notices but will include facsimiles.
Adaptable’ failure or delay to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect Adaptable’ right to later enforce or exercise it, unless Adaptable issues an express written waiver, signed by a duly authorized representative of Adaptable.
You may not assign these Terms, or any of the rights or obligations hereunder, without Adaptable prior written consent in the form of a written instrument signed by a duly authorized representative of Adaptable (and, for the purposes of this section, a written instrument will expressly exclude electronic communications such as email and electronic notices but will include facsimiles). Adaptable may freely assign these Terms, or any of the rights or obligations hereunder, without your consent. Any attempted assignment or transfer in violation of this section will be null and void. Subject to the foregoing restrictions, these Terms will inure to the benefit of the successors and permitted assigns of the parties.
These Terms will inure to the benefit of the successors and permitted assigns of the parties. If and to the extent any provision of these Terms is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
These Terms and any controversy, dispute or claim arising out of or relating to these Terms, will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
The English language version of these Terms will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any.
Under California Civil Code Section 1789.3, users of Adaptable from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
We reserve the right, but not the obligation to:
If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. These Terms are not assignable, transferable or sublicensable by you except with Adaptable’ prior written consent. Adaptable may transfer and assign any of its rights and obligations under these Terms without consent. These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind Adaptable in any respect whatsoever. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. These Terms, and the contract between you and Adaptable that these Terms form, shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. You otherwise agree to reasonably cooperate with Adaptable to serve as a reference account upon request.
These Terms set forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.