End User License Agreement

This is a binding legal contract. CAREFULLY READ THE TERMS OF THIS END USER LICENSE AGREEMENT (“AGREEMENT”) BETWEEN YOU AND ADA PLATFORM TECHNOLOGY, LLC, A TEXAS LIMITED LIABILITY COMPANY (“ADAPT”) BEFORE ACCESSING OR USING ANY OF THE SUBSCRIPTION BENEFITS. BY ACCESSING OR USING ANY OF THE SUBSCRIPTION BENEFITS, OR CLICKING ON THE “I ACCEPT,” OR SIMILAR, BUTTON, YOU, AS THE USER WHETHER IN THE CAPACITY OF THE SUBSCRIBER OR ITS AUTHORIZED USER, STAFF, OR PARTICIPANT (EACH AN “AUTHORIZED USER”), AGREE TO THE TERMS OF THIS AGREEMENT. If you do not agree to ALL OF THE TERMS OF THIS AGREEMENT, DO NOT ACCESS OR CLICK ON THE “I ACCEPT,” or similar, BUTTON.

In exchange for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, ADAPT and Authorized User agree as follows:

Grant of License. Subject to the terms and conditions of this Agreement, ADAPT hereby grants to Authorized User a revocable, personal, non-exclusive, non-transferable license and right to access, by a means provided by ADAPT, in its sole discretion, to which Authorized User has subscribed, solely for the purposes set forth in this Agreement. Depending on the Subscription to which Authorized User subscribes it may include a license to one or more of ADAPT’s document drafting software solutions. The Software allows Authorized User to access and use, and the license to the Software includes a license for Authorized User to use certain documents, templates, forms, text, and other content available through the Software for drafting and generating documents (“Documents”), all in accordance with the terms of the license to the Software provided under this Agreement. The Software and Documents shall be used solely for the purpose of drafting customized and personalized documents for clients of the Subscriber in connection with the delivery of services to clients of the Subscriber in the course of their business.

  1. Means of Access. If applicable, ADAPT may provide access to and use of Software and Documents by Authorized User by a means provided by ADAPT, in its sole discretion. Means of access and use may include use of Software and Documents hosted by ADAPT and made available to Authorized User as an online product (“Online Access”) through ADAPT’s website or by downloading Software and Documents from the ADAPT website located at adaptdocs.com, or a substitute site in ADAPT’s sole discretion) designated by ADAPT (“Download”).
  1. Online Access. For Online Access, the Software and Documents shall at all times remain or be hosted on a computer server or servers maintained by ADAPT, or one or more third parties. In such event, Authorized User shall not receive a copy of the Software or Documents, but shall only have the right to access and use the Software and Documents under this Agreement.
  1. Subscription Agreement; Subscription Benefits. Authorized User’s rights, and the license granted under this Agreement, are granted by reason of, and are expressly subject to, one or more subscription agreements entered into between Subscriber, or a related person or entity, and ADAPT (“Subscription Agreement”). “Subscriber” means the individual or entity that entered into a Subscription Agreement. Subscriber acknowledges that all rights of Authorized Users are granted pursuant to an end user license agreement in the form of this Agreement. Accordingly, Subscriber agrees to cause all Authorized Users to accept the terms of the form of this Agreement by a means provided by ADAPT, which includes causing Authorized Users to login to the ADAPT Website, and accept the terms of the form of this Agreement. Authorized User may not use the Subscription Benefits for any purpose, except in Authorized User’s employment by Subscriber.
  1. Subscription Benefits. “Subscription Benefits” means all of the software, tools, materials, information, and other benefits provided by ADAPT for a specific Subscription. ADAPT may terminate, modify, or replace Subscription Benefits, or elements of Subscription Benefits, so long as ADAPT provides a reasonable substitute or alternative for the terminated or replaced Subscription Benefits or elements. Depending on the Subscription, Subscription Benefits may include, as provided in the Subscription Agreement, a license or right to access, use, and participate in the following:
  • the ADAPT Software and Documents,
  • Community groups, resources and forums (as they become available), and/or
  • Custom site(s), content and/or services (in the event the Subscriber has entered into a “Virtual Estate Planning System Development” contract with ADAPT.
  1. Limitations on Use of Subscription Benefits. Except as expressly set forth in this Agreement, no rights are granted to Authorized User to do any of the following, and Authorized User shall not, and shall not cause or allow anyone else, to do any of the following: (a) provide back office services using any Subscription Benefits, including to clients or potential clients of the Subscriber, or to any third-party, or provide any services to other lawyers or law firms, including engaging in a high-volume, low customization, internet planning document mill service, similar in nature to legalzoom.com, rocketlawyer.com, and other similar providers, (b) use any Subscription Benefits in any manner which, in ADAPT’s sole and absolute discretion, (i) may cause harm or detriment to ADAPT’s brand, image, or reputation; (ii) will directly or indirectly harm ADAPT’s other subscribers and authorized users; or (iii) is contrary to the overall spirit and objective of ADAPT’s business model, (c) use, copy, display, access, distribute, transfer, alter, or modify the Subscription Benefits, or otherwise create any derivative works of the Subscription Benefits, except for limited copying for Authorized business, (d) sell, grant access to, or sublicense any of the Subscription Benefits to anyone, (e) decompile, reverse engineer, or otherwise attempt to derive the source code for the Software, or any underlying algorithms, user interface techniques, or other ideas embodied in the Software, or (f) remove any copyright notices or other proprietary notices from any Subscription Benefit. Authorized User agrees not to use any Internet-based services associated with the Software or other Subscription Benefits, in any manner that could damage, disable, overburden, or impair such services or interfere with any other party’s use and enjoyment of them. Authorized User shall not attempt to gain unauthorized access to any service, account, computer system or network associated with the Internet-based services. Authorized User agrees to take all reasonable steps necessary to protect the Subscription Benefits from unauthorized access, distribution, copying or use. The access to and use of Subscription Benefits is subject to any specific rules and terms provided for specific Subscription Benefit.
  1. Passwords and Access to Subscription Benefits. Authorized User shall generally have access to the Subscription Benefits only with a user identification and password. Each Authorized User shall have his/her own profile, login, and password. Profiles and login credentials will be established by Subscriber, and passwords will be created by Authorized Users. User identifications and passwords will be user-specific and unique for each user. Authorized User agrees not to disclose, transfer, or assign or otherwise allow anyone to use Authorized User’s password or other credentials.
  1. Use of Data; Privacy Policy. Authorized User and Subscribers acknowledge that ADAPT may collect the following information regarding all Authorized Users and Subscriber: (a) usernames, passwords, internet protocol (IP) addresses, (b) profile and system settings information; (c) timestamps used to authenticate Authorized Users’ usage of the Software, (d) personal information through the registration process, (e) technical data and related information, including but not limited to, technical information about Authorized User and Subscriber, and their systems, including application software, and peripherals, (f) information regarding use of the Software and Documents and other Subscription Benefits, and related information, and (g) the template name or identification, and design options selected during Software and Documents interviews. Authorized User and/or Subscriber agree that ADAPT may use such information for any purpose in ADAPT’s ordinary business operations, including to facilitate the provision of upgrades, product support, information, and for providing other services, including by third parties, to Authorized User and/or Subscriber, to support Authorized User and/or Subscriber, allow ADAPT to allocate resources toward the documents Authorized User is using most frequently, to provide services to Authorized User and Subscriber, assist ADAPT in prioritizing future updates to the Software and Documents, and for business and strategic planning purposes. Authorized User expressly consents to and accepts the terms and conditions of ADAPT’s privacy policy which is located on the ADAPT website. ADAPT may amend the privacy policy from time to time by posting notice of such amendment on its website and Authorized User agrees to such amendments. In the event of any inconsistency between the terms of the privacy policy and this Agreement, the terms that grant the broadest rights to ADAPT shall govern and prevail.
  1. Security Policy. ADAPT shall at all times maintain a security policy that provides for ADAPT to maintain the security, business continuity, and redundancy of Client Data in accordance with commercially reasonable industry standards. The security privacy policy is located at the ADAPT website. ADAPT may amend the security policy from time to time by posting notice of such amendment on the Website, and Subscriber and Authorized User agree to such amendments.
  1. Ownership of Intellectual Property.
  • Authorized User and Subscriber acknowledge and agree that all right, title and interest in and to the Subscription Benefits, together with all modifications, except Authorized User Content and Client Data, enhancements, and derivative works, and all intellectual property rights such as copyrights, patents, and trade secrets, pertaining to the Subscription Benefits, are and shall remain owned exclusively throughout the universe by ADAPT, or its licensors, and represent or contain valuable rights of ADAPT, or its licensors, and are protected under United States patent, copyright, trademark and trade secret laws of general applicability. This Agreement does not create in Authorized User or Subscriber, and does not constitute an assignment of, any rights of ADAPT in and to the Subscription Benefits, or copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
  • Authorized User and Subscriber shall not at any time, either directly or indirectly, put to issue the scope, validity or ownership of ADAPT’s intellectual property rights, and shall not do any act, either directly or indirectly, which could reasonably be expected to impair the scope, validity or ownership of such intellectual property rights, and shall at no time assert any ownership rights to the Subscription Benefits, or other intellectual property of ADAPT. This Agreement does not convey to Subscriber any interest, and does not convey to Authorized User an interest in or to the Subscription Benefits, but only a limited right of use, revocable in accordance with the terms of this Agreement. Authorized User and Subscriber will take all steps necessary to protect ADAPT and its licensors’ and ADAPT’s intellectual property and proprietary rights in the Subscription Benefits.
  1. Client Data.
  • ADAPT agrees and acknowledges that it does not own any of the Authorized User’s or Subscriber’s client data, client answer files, client and contact data, and documents created using client information input in the Software (“Client Data”), but that such Client Data shall remain the property of Subscriber. ADAPT may make all Client Data accessible to all Authorized Users.
  • Authorized User and Subscriber hereby grant ADAPT a license and the right to use Client Data to provide the Subscription Benefits to Authorized User, or as otherwise permitted by this Agreement. However, ADAPT may not access or use Client Data for any other purpose.
  • ADAPT agrees to provide, at any time prior to termination of this Agreement, a means for downloading all Client Data to a local device or server of Subscriber.
  • ADAPT may, but shall have no obligation to, retain a copy of all Client Data. Without limiting the foregoing sentence, ADAPT may permanently delete all Client Data after the expiration of the full calendar year following the year during which this Agreement is terminated. Notwithstanding the foregoing, ADAPT shall have no obligation to delete or destroy any Client Data, including any backup or archive copies of the Client Data.
  1. Third-Party Applications and Providers. Subscription Benefits may include content, features, and information of and provided by third-parties, and ADAPT may offer or otherwise make available third-party software, products, or platforms that integrate with or may be used in connection with the Software and Documents (“Third-Party Applications”) Third-Party Applications may include linking Authorized User, or providing Authorized User, with certain functionality and access to third-party content, including websites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. Authorized User acknowledges that ADAPT is not responsible for such content or services provided by Third-Party Applications. Authorized User is solely responsible for dealings with any third-party related to the Subscription Benefits, including the delivery of and payment for goods and services. Authorized User agrees to comply with and perform all of its obligations under all terms and conditions of third-party providers for such Third-Party Applications. Some Third-Party Applications may require the payment of additional fees, including to a third-party provider, and Authorized User and Subscriber agree to pay all such fees.
  1. Interruptions in Service. ADAPT agrees to use reasonable efforts to maintain the availability of access to the Subscription Benefits. Authorized User and Subscriber agree that any modification to, or interruption or unavailability of, the Subscription Benefits, or the means of access and use of Subscription Benefits, shall not constitute a default by ADAPT under this Agreement. In addition, in the event of any such modifications, interruption, unavailability, or failure of access, ADAPT shall have no liability of any nature to Authorized User or Subscriber. Authorized User and Subscriber agree and acknowledge that Client Data and other information may be transmitted through equipment of ADAPT, and third parties. Authorized User and Subscriber expressly agree that (a) use of the internet and cloud computing carries certain risks, including risks of security breaches, and (b) neither ADAPT, nor any third-party, will be liable for, and Authorized User and Subscriber expressly waive and release, all claims against ADAPT, and any third-party with respect to, any loss, damage, unauthorized access, degradation or destruction of or to any Client Data, documents, or other information Authorized User may transmit or store on ADAPT or third-party equipment.
  1. Confidential Information. Authorized User and Subscriber agree and acknowledge that they will have access to confidential or proprietary information related to ADAPT. ADAPT acknowledges that it will have access to Client Data which is confidential information of Authorized User and/or Subscriber. Client Data, in the case of Authorized User and Subscriber, and the Subscription Benefits, any non-public information delivered by or under the direction of ADAPT, or used by Authorized User Subscriber in connection with the use of and access to the Subscription Benefits, procedures, business methods, and concepts proprietary to ADAPT, trade secrets, and any other non-public intellectual or proprietary rights in the case of ADAPT (collectively “Confidential Information”) shall be maintained by the receiving party of such Confidential Party (“Receiving Party”) as confidential and available exclusively for use by Receiving Party, as provided in this Agreement, and for no other purposes. Receiving Party shall not use or disclose any Confidential Information, and Authorized User and Subscriber shall not use or disclose any user identifications or passwords, to anyone, except as ordered by a court of competent jurisdiction or as otherwise required by law. Receiving Party shall use reasonable efforts not to disclose any Confidential Information pursuant to a court order or as required by law until Receiving Party has given the party disclosing the Confidential Information (“Disclosing Party”) ten (10) days prior written notice and an opportunity to oppose such disclosure. Receiving Party agrees to promptly inform Disclosing Party in the event that Receiving Party becomes aware that any Confidential Information has been disclosed to a person or entity, or that a person or entity has been given access thereto, in a manner not authorized by this Agreement. Receiving Party agrees to take all reasonable steps necessary to protect Confidential Information from unauthorized access, distribution, copying or use. Receiving Party acknowledges that Disclosing Party is and shall remain the sole and exclusive owner of all of its respective Confidential Information, as well as all memoranda, notes, papers, and documents containing any Confidential Information, and all copies thereof and objects associated therewith. Authorized User and Subscriber agree to immediately deliver all Confidential Information, including all software copies and objects in whatever form that may be in Authorized User’s or Subscriber’s possession or under Authorized User’s or Subscriber’s control, to ADAPT on termination of this Agreement, or at any other time on ADAPT’s request, together with written certification of compliance. Notwithstanding anything to the contrary in this Agreement, in the event Subscriber or Authorized User uses any Third-Party Application, and the functionality of the Third-Party Application includes the use of Client Data, Authorized User and Subscriber hereby consent to the disclosure of Client Data by ADAPT to any provider of one or more Third-Party Applications.
  1. Limitation of Liability.
  • TO THE FULLEST EXTENT AVAILABLE UNDER APPLICABLE LAW, ADAPT’S ENTIRE AND AGGREGATE CUMULATIVE LIABILITY TO SUBSCRIBER, AUTHORIZED USERS, OR ANY THIRD-PARTY, FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY INDEMNIFICATION OBLIGATIONS, THE SUBSCRIPTION AGREEMENT, OR THE ACCESS TO OR USE OF ANY SUBSCRIPTION BENEFITS, INCLUDING ANY TORT, SUCH AS NEGLIGENCE, SHALL BE THE GREATER OF THE FEES PAID BY SUBSCRIBER UNDER THE SUBSCRIPTION AGREEMENT DURING THE ONE (1) YEAR PERIOD IMMEDIATELY PRECEDING WHEN THE CLAIM ACCRUED, AND ONE HUNDRED DOLLARS ($100.00).
  • WITHOUT WAIVER OF THE LIMITATIONS SET FORTH IN THIS SECTION 15 OF THIS AGREEMENT, IN NO EVENT SHALL ADAPT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OR LOST PROFITS, EVEN IF ADAPT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, VIRUSES, OR DELAYS IN OPERATION OR TRANSMISSION.
  • AUTHORIZED USER AND SUBSCRIBER EXPRESSLY AGREE THAT ADAPT SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY PROBLEMS, ERRORS OR BREACHES THAT MAY RESULT FROM FALSE, INACCURATE OR INCOMPLETE INFORMATION PROVIDED BY AUTHORIZED USER OR SUBSCRIBER UNAUTHORIZED USE OF A USER IDENTIFICATION OR PASSWORD, AUTHORIZED USER’S OR SUBSCRIBER’S FAILURE TO TIMELY NOTIFY ADAPT OF EMPLOYMENT CHANGES, OR PROBLEMS ASSOCIATED WITH AUTHORIZED USER’S CONNECTIVITY.
  • ADAPT, AUTHORIZED USER AND SUBSCRIBER AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT REPRESENT BARGAINED FOR ALLOCATIONS OF RISK, AND THAT THE FEES, CHARGES, AND COSTS OWING UNDER THIS AGREEMENT, REPRESENT THE ALLOCATIONS OF SUCH RISK. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS AGREEMENT SHALL APPLY TO YOU ONLY TO THE EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER APPLICABLE LAW, WHICH MAY VARY FROM STATE TO STATE.
  1. LEGAL COUNSEL AND SERVICES.
  • AUTHORIZED USER AND SUBSCRIBER ACKNOWLEDGE AND AGREE THAT ALTHOUGH ADAPT EMPLOYS SOME LAWYERS, ADAPT DOES NOT ENGAGE IN THE PRACTICE OF LAW, IS NOT A PROVIDER OF LEGAL SERVICES, AND DOES NOT PROVIDE LEGAL ADVICE TO AUTHORIZED USER OR SUBSCRIBER, AND PARTICULARLY TO CLIENTS OF AUTHORIZED USER OR SUBSCRIBER. ADAPT MAKES REASONABLE EFFORTS TO TRAIN, SUPPORT, AND EDUCATE AUTHORIZED USER ON THE USE OF SOFTWARE AND OTHER SUBSCRIPTION BENEFITS, AND TO PROVIDE ASSISTANCE IN USING SUBSCRIPTION BENEFITS IN AUTHORIZED USER’S, SUBSCRIBERS AUTHORIZED USERS’, AND SUBSCRIBERS BUSINESS, BUT DOES NOT PROVIDE LEGAL ADVICE.
  • AUTHORIZED USER AND SUBSCRIBER ARE FULLY AND SOLELY LIABLE AND RESPONSIBLE FOR THE CONTENT AND LEGAL EFFECT OF ANY DOCUMENTS, AND ANY CONTENT PROVIDED BY ADAPT TO AUTHORIZED USER.
  • THE CONTENT PROVIDED IN ANY ADAPT FORUM OR COMMUNITY APPEARING ON ADAPT’S WEBSITE IS NOT LEGAL ADVICE PROVIDED BY ADAPT, AND SUBSCRIBER AND AUTHORIZED USERS AGREE AND ACKNOWLEDGE THAT ADAPT HAS NO RESPONSIBILITY OR LIABILITY FOR CONTENT POSTED ON OR INCLUDED IN ANY ADAPT FORUM OR COMMUNITY PORSTING. USE OF ANY INFORMATION POSTED IN ANY ADAPT FORUM OR COMMUNITY, IS SOLELY AT THE RISK OF AUTHORIZED USER, AND SUBSCRIBERS. ACCORDINGLY, AUTHORIZED USER IS SOLELY RESPONSIBLE FOR ALL LEGAL COUNSEL, SERVICES, AND ADVICE PROVIDED USING ANY OF THE SUBSCRIPTION BENEFITS.
  • IN NO EVENT SHALL ADAPT BE LIABLE FOR ANY DAMAGES RESULTING FROM AUTHORIZED USER’S USE OF OR RELIANCE ON ANY CONTENT THAT COULD BE CONSTRUED AS LEGAL ADVICE PROVIDED THROUGH THE SUBSCRIPTION BENEFITS, OR BY ANY EMPLOYEE OR CONTRACTOR OF ADAPT, INCLUDING, WITHOUT LIMITATION, ALL SOFTWARE, DOCUMENTS, TEMPLATES, FORMS, AND OTHER DOCUMENTS CONTAINED THEREIN, LINKS TO ADAPT CONTENT, LINKS TO THIRD-PARTY CONTENT, OR THROUGH ADAPT SUPPORT SERVICES OR PERSONNEL INCLUDING COMMUNICATIONS WITH ADAPT EMPLOYEES OR CONTRACTORS, WHETHER ORALLY, BY ELECTRONIC TRANSMISSION, OR COMMUNICATED BY ANY OTHER MEANS.
  1. Authorized User and Subscriber Indemnification. Authorized User and Subscriber hereby agree, jointly and severally, to indemnify and hold harmless ADAPT, and its officers, directors, mangers, employees, authorized users, agents and subcontractors, from and against any and all claims, actions, demands, and related liabilities, expenses, including staffing and administrative costs, penalties, and losses, including the payment of all legal expenses, including reasonable attorneys’ fees and costs, arising out of or connected with (a) any material breach of this Agreement by Subscriber or any Authorized User, (b) any claims brought by any client of Authorized User or Subscriber, or any third-party, except for claims based on the gross negligence or willful misconduct of ADAPT, (c) any professional liability, malpractice, errors, claims, liability, or actions of any nature arising as a result of or in connection with any services provided by Authorized User or Subscriber, except, in each case, to the extent such claims are a direct result of the gross negligence or willful misconduct of ADAPT, (d) any errors, including documentation errors, in connection with any documents generate with Subscription Benefits that are inaccurate or incomplete, (e) any claim that any Authorized User Content infringes on or misappropriates any patent, trademark, copyright, or other intellectual property or proprietary right of any third-party, or (f) posting any Authorized User Content on any Subscription Benefit, including in any ADAPT forum or user community site. ADAPT shall have the right to control its own defense and engage legal counsel acceptable to ADAPT.
  1. ADAPT Indemnification. ADAPT hereby agrees to indemnify and hold harmless Subscriber, and its officers, directors, mangers, employees, and agents from and against any and all claims, actions, demands, and related liabilities, expenses, penalties, and losses, including the payment of all legal expenses, including reasonable attorneys’ fees and costs, arising out of (a) a material breach of this Agreement by ADAPT, and (b) any third-party claims that the Software or Documents infringe on any valid United States copyright, but only if the use of the Software and Documents are in accordance with the terms of this Agreement. In the event ADAPT receives information regarding an indemnified claim, or if ADAPT reasonably believes the Software or Documents may infringe on or misappropriate the rights of any third-party, or violate any applicable laws, ADAPT may in its sole discretion (i) modify the Software or Documents so that they no longer infringe or misappropriate third-party rights or fail to comply with any applicable law, (ii) obtain a license for continued use of the Software and Documents, as applicable, at no cost to Subscriber, in accordance with this Agreement, (iii) terminate the license and applicable Subscriptions for such Software and Documents upon 30 days’ written notice and refund any prepaid Monthly Dues covering the remainder of the term of such Subscriptions after the effective date of termination, or (iv) require that Subscriber and all Authorized Users immediately, upon receipt of notice from ADAPT, discontinue all use of any Software and Documents.
  1. Infringement. Authorized User and Subscriber shall cooperate with ADAPT, at ADAPT’s request, to protect the Subscription Benefits, including in connection with any lawsuits or disputes involving the Subscription Benefits. Additionally, Authorized User and Subscriber shall promptly notify ADAPT and provide to it relevant background and other facts upon becoming aware of any actual or potential infringement, misappropriation, imitation, illegal use or misuse, or reasonable likelihood thereof, of the Subscription Benefits (“Infringement”). In the event of any Infringement, ADAPT shall have the sole right to determine the course of action with respect to such Infringement and to bring any legal action or other proceeding for the Infringement (“Infringement Proceeding”), and to settle, and collect any settlement amount or judgment for any Infringement Proceeding, and shall be solely entitled to any proceeds of any Infringement Proceeding, including, without limitation, any settlement proceeds, insurance proceeds, arbitration award, judgment, or other consideration in any form. Upon ADAPT’s request, and at ADAPT’s expense, Authorized User and Subscriber shall take all appropriate or necessary actions to assist ADAPT in connection with the Infringement Proceeding, including without limitation, consenting to being named as a party in such Infringement Proceeding. Without limiting the generality of the foregoing preceding sentences, Authorized User and Subscriber hereby irrevocably release ADAPT from any claim based on any settlement or compromise or ADAPT’s participation in any Infringement Proceeding.
  1. Exclusion of Warranties. THE SUBSCRIPTION BENEFITS ARE LICENSED AND MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ADAPT DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, QUALITY, ACCURACY, PERFORMANCE, FREEDOM FROM ERROR, AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SUBSCRIPTION BENEFITS, OR OTHERWISE RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ADAPT DOES NOT WARRANT THAT OPERATION OF THE SUBSCRIPTION BENEFITS WILL BE ERROR-FREE OR THAT ITS OPERATION WILL BE UNINTERRUPTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ADAPT, ITS AGENTS, REPRESENTATIVES, OR EMPLOYEES, SHALL CREATE A WARRANTY. ADAPT MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ACCURACY, COMPLETENESS, PURPOSES, INTENT, IMPACT, LEGAL EFFECT, USEFULNESS, OR LEGALITY OF ANY OF THE FORMS, TEMPLATES, DOCUMENTS OR OTHER INFORMATION MADE AVAILABLE TO AUTHORIZED USER AND SUBSCRIBER THROUGH THE SUBSCRIPTION BENEFITS.
  1. Responsibilities for Subscription Benefits. Authorized User and Subscriber shall (i) use commercially reasonable efforts to maintain the security of the Subscription Benefits, and not bypass or disable any security mechanisms in the Subscription Benefits, (ii) protect the Subscription Benefits from unauthorized copying, access, dissemination, or disclosure and from other unauthorized use, (iii) at its expense, promptly execute and deliver such further documents and take any and all other actions reasonably requested by ADAPT from time to time, for the purpose of fully effectuating the intent and purposes of this Agreement, and to protect the interests of ADAPT, and its respective successors and assignees, and (iv) at all times comply with the security procedures provided by ADAPT.
  1. Payment Card; ACH; Collection Costs. Subscriber agrees to authorize payments to ADAPT by automated clearinghouse (ACH) or valid payment card, and in the case of a payment card, allow ADAPT to charge the payment card for all fees and dues when due. Subscriber agrees to pay ADAPT all reasonable collection costs and attorneys’ fees incurred by ADAPT in enforcing the Subscription Agreement and this Agreement, whether incurred prior to or after the commencement of formal legal action. Subscriber agrees to pay a return check fee of $25 per returned check. In addition, ADAPT will charge interest on any overdue and unpaid amounts owing at the rate of two percent (2%) per month, compounded monthly, for all amounts not paid within ten (10) days of the due date. Subscriber’s obligation to pay ADAPT is an independent covenant and shall be payable free from any expense, charge, deduction, offset, or counterclaim by reason of any obligation of ADAPT or any other reason.
  1. Upgrades, Downgrades, Changes in Authorized Users; Suspension. Subscriber may at any time request a (a) change to the Subscription to add, delete, or otherwise modify a Subscription, (b) a change in the number of Authorized Users, or (c) a temporary suspension of the license to Subscription Benefits granted under this Agreement, and the payment obligation for future Monthly Dues (“Request for Change”). A Request for Change shall be delivered to ADAPT by email to support@adaptdocs.com, or through the ADAPT Website. No Request for Change may be made by Subscriber so long as there is a continuing default by Subscriber, or any Authorized User, including any failure to pay the Initial Fee or any Monthly Fees when owing. ADAPT has no obligation to agree to or accept a Request for Change. If ADAPT accepts and agrees to the Request for Change, ADAPT will deliver to Subscriber an amendment to the Subscription Agreement that includes the requested changes acceptable to ADAPT, including any change in pricing, both for the Initial Fee, if applicable, and Monthly Fees, and the date on which the change will be effective, and in the case of a suspension, the term of the suspension (“Amendment”). If Subscriber accepts the terms of the Amendment, Subscriber shall execute and return to ADAPT the signed Amendment within five (5) days of the date of delivery of the Amendment. If Subscriber does not timely deliver the signed Amendment, the original terms of the Subscription Agreement shall continue without amendment.
  1. Changes in Monthly Dues. ADAPT may at any time, but not during the Initial Term and in its sole discretion, change the amount of Monthly Fees in the Subscription Agreement. ADAPT agrees to give at least thirty (30) days notice of any change in the amount of Monthly Fees to Subscriber. Subscriber acknowledges that if the change in the amount of Monthly Fees is not acceptable, Subscriber may terminate the Subscription Agreement in accordance with the terms of Section 26.
  1. Subscriber and Authorized User Information; Roles.
  • Subscriber agrees to provide to ADAPT and maintain current all information regarding Subscriber and Authorized Users reasonably requested by ADAPT, including all of the information identified in this Section 25. Such information may be provided directly through the ADAPT Website as determined by ADAPT. More specifically, Subscriber further agrees to provide to ADAPT updates and corrections for all such information within a reasonable time after discovery of an error or the time of change of information, including any changes to the roles of Authorized Users, and any name changes to the name of Subscriber. Subscriber acknowledges that information regarding Subscriber and Authorized Users in the Subscription Agreement may no longer be accurate, and Subscriber agrees to update all such information in accordance with the terms of this Section 25.
  • Each Authorized User shall be designated by Subscriber as (a) a primary user (“Primary User”), which is the person with administrative rights, (b) a attorney user and/or (c) Staff. The determination of which Subscription Benefits, and what access is available to specific Subscription Benefits to each Authorized User, will be based on such roles, and the Subscription Benefits provided based on such roles shall be in ADAPT’s discretion. Subscriber shall designate at least one Primary User.
  • Subscriber shall provide for Subscriber and each Authorized User, contact information, such as name, street address, phone number, and email address.
  • Authorized User and Subscriber acknowledge that notices under this Agreement are delivered by email, and Authorized User and Subscriber have an obligation to maintain at all times a current email address with ADAPT. ADAPT may use and rely on such information for purposes of notice, and for all other purposes applicable to providing the Subscription Benefits and the performance of obligations under this Agreement. Regardless of whether Subscriber and Authorized User unsubscribe to other emails of ADAPT, Subscriber and Authorized User irrevocably consent to the receipt of all emails delivered in accordance with this Agreement.
  1. Term and Termination; Suspension.
  • After the Initial Term, and if all amounts owing by Subscriber under the Subscription Agreement and this Agreement have been paid in full, Subscriber may terminate the Subscription Agreement and this Agreement for Subscriber, and all Authorized Users, by giving ADAPT at least thirty (30) days prior written notice of termination. Unless ADAPT otherwise agrees in advance writing, Subscriber may not terminate one or more individual or group of Subscription Subscriptions, but termination of this Agreement and the Subscription Agreement will terminate all Subscriptions, and all Subscription Benefits for Subscriber and all Authorized Users.
  • Subscriber may terminate this Agreement at any time by terminating use of the Subscription Benefits, and giving notice of termination to ADAPT.
  • ADAPT may terminate the Subscription Agreement and this Agreement upon ten (10) days notice to Subscriber or Authorized User, as applicable, (i) upon the occurrence of a default by Subscriber, or any Authorized User, under the Subscription Agreement, or this Agreement, or (ii) upon the death or disability of an Authorized User, (iii) if any Authorized User cannot be located by ADAPT using the contact information provided to ADAPT by Subscriber. In addition, at any time on sixty (60) days notice, ADAPT may terminate one or more Subscriptions if ADAPT generally discontinues the Subscriptions for its subscribers and authorized users.
  • ADAPT may, at its option and without any obligation to provide prior notice to Subscriber or Authorized User, immediately suspend access to and use of all Subscription Benefits, or any portion of the Subscription Benefits, upon the occurrence of any default by Subscriber of Authorized User, or the occurrence of any event which ADAPT believes may constitute a default, under this Agreement or the Subscription Agreement. Such default may include the failure to pay any Monthly Fees, or any Initial Fee, when due. The suspension may include, in ADAPT’s sole discretion, a temporary suspension of Subscriber’s obligation to make payments to ADAPT. However, any such suspension shall not modify or reduce the amount owing by Subscriber or Authorized User, only the timing of the payment of such amounts owing. If the suspension was initiated by ADAPT and made without notice to Subscriber or Authorized User, ADAPT shall provide Subscriber or Authorized User, as applicable, notice of suspension of the Subscription Benefits within ten (10) days following the first day of suspension. Nothing under this Section 26(d) shall be construed as requiring ADAPT to suspend the Subscription Benefits prior to exercising its right of termination under this Agreement. Further, and notwithstanding any suspension, ADAPT may terminate this Agreement and the Subscription Agreement at any time if the default on which the suspension was based has not been cured by Subscriber or Authorized User within a time acceptable to ADAPT.
  • Upon termination of this Agreement for any reason, the license granted to Authorized User under this Agreement, including without limitation the license for the Subscription Benefits, shall terminate automatically. Termination of the Subscription Agreement or this Agreement will not terminate any obligation to pay fees or dues owing or payable by Subscriber or Authorized User before the effective date of such termination.
  1. General.
  • Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any conflicts or choice of laws provisions. Subscriber and Authorized User acknowledge that by obtaining the rights to access and use the Subscription Benefits set forth in this Agreement and accessing or using the Subscription Benefits, Subscriber and Authorized User have transacted business in the State of Texas. Subscriber and Authorized User hereby voluntarily submit to, consent to, and waive any defense to the jurisdiction of courts located in the State of Texas as to all matters relating to or arising from this Agreement.
  • Electronic Transaction. Each of the parties to this Agreement and the Subscription Agreement expressly agrees that they may, but are not obligated to, conduct this transaction electronically, including by scan, email, fax, or other electronic means, pursuant to the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq. and the applicable Uniform Electronic Transactions Act, as amended or substituted. An electronic signature shall have the same effect as an ink signature, and the enforceability of this Agreement shall not be affected because it has been signed electronically or digitally. The person signing this Agreement and the Subscription Agreement by electronic means is the person represented as the signer of this Agreement and the Subscription Agreement, and he or she has full power and authority to electronically sign this Agreement and the Subscription Agreement.
  • Attorneys’ Fees. If any action is brought by any party to this Agreement against the other party regarding the subject matter of this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees, costs, and expenses of litigation. Authorized User and Subscriber jointly and severally agree to pay all costs of collection, including reasonable attorneys’ fees and costs, of any amounts owing under this Agreement which are not paid when due.
  • Time is of the Essence. Time is of the essence with respect to the performance of all covenants and conditions in the Subscription Agreement and this Agreement for which time is a factor.
  • Notices. Except as provided in Section 20, all notices, demands, or consents required or permitted under this Agreement or the Subscription Agreement shall be delivered by email to the appropriate party at the following email addresses:

If to ADAPT, to support@adaptdocs.com

If to Subscriber or Authorized User at the email address identified in the ADAPT records.

            All notices shall be effective upon transmission of the email. The foregoing email addresses for ADAPT may be changed from time-to-time by delivering notice of such change to the parties to this Agreement.

  • Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, unless it is reasonably assumed that the parties would not have entered into this Agreement without the invalid provisions.
  • Assignment/Delegation. Authorized User and Subscriber may not assign their rights or delegate any of their duties under this Agreement, including the engagement of and delegation of any obligations and duties to any agents or third parties. Any attempt to assign, transfer, or delegate any of Authorized User’s or Subscriber’s rights, duties, or obligations under this Agreement or enter into any sublicenses without such consent is void.
  • Waiver. The waiver by any party of, or the failure of any party to take action with respect to, any breach of any term, covenant or condition contained in this Agreement shall not be deemed to be a waiver of such term, covenant or condition, or subsequent breach of the same, or any other term, covenant or condition contained in this Agreement.
  • Entire Agreement; Inconsistency Between Agreements. This Agreement constitutes the entire agreement between Authorized User and ADAPT and Subscriber and ADAPT concerning the Subscription Benefits, and all other subject matter of this Agreement and the Subscription Agreement. Notwithstanding the preceding sentence this agreement is independent of any agreement entered into by the parties relating to website development services. This Agreement and the Subscription Agreement supersede and replace any contemporaneous or prior proposal, representation, agreement, or understanding between the parties regarding the Subscription, and the subject matter of this Agreement and the Subscription Agreement, including any prior Subscription agreements or other arrangements. In the event of any inconsistency between the terms of the Subscription Agreement, and the terms of this Agreement, the terms of this Agreement shall govern and prevail.
  • Amendment. This Agreement may be amended by ADAPT at any time in its sole discretion (“Amended Terms”), and Authorized User and Subscriber agree to and accept all such Amended Terms. However, no Amended Terms shall become effective until thirty days after notice of the Amended Terms has been posted on ADAPT’s Website, or is otherwise delivered to Authorized User and Subscriber.
  • Third-Party Beneficiaries. This Agreement is for the sole and exclusive benefit of Subscriber, Authorized User, and ADAPT, and is not intended to benefit any other third-party, including any client of Authorized User or Subscriber, the business, or any provider of third-party content, information, or resources. No third-party may claim any right or benefit under or seek to enforce any of the terms and conditions of this Agreement.
  • Relationship of the Parties. Nothing in this Agreement shall be construed to create a partnership, or joint venture, or any other form of association, for tax purposes or otherwise, between ADAPT and Authorized User and Subscriber. ADAPT is an independent contractor.
  • Survival. The provisions of Sections 7, 9, 13, 14, 15, 16, 17 and 18of this Agreement shall survive the termination of this Agreement. Any and all accrued liabilities shall survive any termination or expiration of this Agreement.