Terms of Service

These Terms of Service (“Terms of Service“) of Adherence Compliance Inc. (“Adherence,” “Us,” “We,” “Our” when possessive) govern the use of Our website, adcocloud.com (“Website“), application (“App“), related services (“Service“) and any related data, information, and materials (“Content“) (collectively the Website, the App, the Service and the Content are the “Product“). You (the “Client,” “End User,” “You,” “Your” when possessive) represent, warrant, and covenant that You have the power and authority and the legal right to agree to these Terms of Service and to perform Your obligations in this Agreement. If You are entering into this Agreement on behalf of a corporation or other legal entity (“Organization”), then (i) all references to the “Client,” “End User,” “You,” in these Terms of Service means the Organization, and (ii) You represent and warrant that You are currently employed by or are an agent or representative of the Organization and have the authority and legal ability to enter into on behalf of the Organization, and that the Organization agrees to be bound by all of the terms of these Terms of Service.

 

By accessing or using the Product, or any part thereof, You expressly accept all of the provisions of these Terms of Service and represent to Us that You are at least twenty-one (21) years of age and are legally competent to enter into and agree to these Terms of Service. If You do not accept these Terms of Service, then You are not authorized to use the Product, or any part thereof.

 

THESE TERMS OF SERVICE INCLUDE: (1) AN ARBITRATION PROVISION WHICH WAIVES YOUR RIGHT TO A JURY TRIAL; (2) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US; AND (3) A RELEASE BY YOU OF CLAIMS FOR DAMAGE AGAINST US THAT MAY ARISE OUT OF YOUR USE OF THE PRODUCT.

 

THESE TERMS OF SERVICE WAIVE SUBSTANTIAL RIGHTS AND INCLUDE A RELEASE OF LIABILITY AND LIMITATION OF DAMAGES. YOU ACKNOWLEDGE THAT YOU HAVE THE RIGHT TO REVIEW THIS AGREEMENT WITH AN ATTORNEY. BY ACCESSING THE PRODUCT OR ANY PART THEREOF, YOU REPRESENT AND WARRANT THAT YOU HAVE READ THIS ENTIRE DOCUMENT AND THAT YOU ARE AWARE THAT YOU HAVE GIVEN UP SUBSTANTIAL RIGHTS BY AGREEING TO THESE TERMS OF SERVICE.

 

YOU HAVE NO OBLIGATION TO USE THE PRODUCT OR ANY PART THEREOF OR TO AGREE TO THESE TERMS OF SERVICE, BUT YOU ARE DOING SO VOLUNTARILY. YOUR USE OF THE PRODUCT IS EXPRESSLY SUBJECT TO YOUR ACCEPTANCE OF THESE TERMS OF SERVICE, AND YOU WILL NOT USE THE PRODUCT UNLESS AND UNTIL YOU HAVE ACCEPTED THESE TERMS OF SERVICE.

 

ABOUT ADHERENCE COMPLIANCE INC.; ACKNOWLEDGEMENTS.

What Adherence Compliance Does. Adherence is a platform that provides licensed operators of businesses, ancillary companies, and government entities (inspectors) with tools to delegate, review, and proactively manage compliance tasks for the cannabis industry across all facilities and license types. Licensed operator means a business that actually holds a valid license to cultivate, process, manufacture, transport, distribute, sell, or test marijuana or marijuana products pursuant to the applicable state’s laws; ancillary companies includes entities that support licensed operators, such as consultants and law firms, and other companies interested in the compliance status of licensed operators such as banks and insurance companies; and government entities means a state or local government agency authorized by state statute or regulation or local ordinance to regulate licensed operators. Marijuana is a Schedule I controlled substance under the United States Controlled Substances Act, 21 USC § 801, et seq., and, therefore, the possession, cultivation and distribution thereof, or conspiring with or assisting others to do the same, is federally illegal and can result in significant criminal and civil penalties. ENGAGING IN ACTIVITIES OR BUSINESS RELATED TO MARIJUANA IS AT YOUR OWN RISK, AND THE USE OF ADHERENCE OR THE PRODUCT WILL IN NO WAY RESULT IN COMPLIANCE WITH UNITED STATES FEDERAL LAW. Adherence has made no representation to the contrary. Despite Your use of the Product, or Your compliance with applicable state law and current United States federal enforcement priorities and guidelines related to marijuana, You remain subject to severe criminal and civil penalties if You choose to cultivate, distribute, possess or otherwise engage in activities related to marijuana.

 

What Adherence Compliance Does Not Do. ADHRENCE OR ITS PRODUCTS DO NOT PROVIDE OR OTHERWISE CONVEY LEGAL ADVICE. Although use of the Product may result in connecting You with an AC that may or may not have employees who are attorneys that perform services, including inspections, Adherence has no control over any such ancillary companies or its employees. Adherence is limited to facilitating connections between You and such ancillary companies. Adherence does not review or endorse any advice provided to You by any such attorney or ancillary companies You may be connected with by using the Product. Additionally, any Content set forth within the Website and the App is for informational purposes only and is not legal advice. Only an attorney may give legal advice and Adherence makes no representation that it is authorized to give legal advice. The Content on the Website or App may not reflect the most current developments in applicable law and such Content is subject to revision at any time without notice to You. TO THE FULLEST EXTENT PERMITTED BY LAW, ADHERENCE DISCLAIMS, AND YOU WAIVE, ALL LIABILITY WITH RESPECT TO ACTIONS YOU MAY TAKE OR NOT TAKE BASED ON THE CONTENT OR YOUR USE OF THE PRODUCT. For clarity, Adherence does not provide legal advice and it recommends that You seek professional legal counsel to understand the full legal implications of any applicable governmental regulations and laws, and of any course of action You choose to take or not to take as well as to understand these Terms of Service.

 

State and Local Law. Adherence and the Product is designed to provide licensed operators, ancillary companies and government entities with compliance services under state and certain local marijuana laws. At all times, Your use of the Product will be governed by the laws of the jurisdiction in which You use the Product. We reserve the right to deny or remove Your access to the Product, or any part thereof, at any time and for any reason without notice to You, including, but not limited to, Our determination that Your use of the Product, or any part thereof, is not permitted under the laws of Your jurisdiction.

 

Federal Law. Although many states have legalized marijuana in some way, the cultivation, manufacturing, distribution, possession, transportation, and testing of cannabis and assisting with or conspiring to do the same remains illegal under U.S. federal law, and Adherence has made no representation to the contrary. It is Your responsibility to ensure compliance with the laws of the jurisdiction in which You use the Product. Adherence and the Product are designed to assist You with compliance, but You remain responsible at all times for Your actions and omissions, the actions and omissions of Your employees and ultimately for Your compliance or non-compliance with any law, federal, state or local. Adherence has no obligation to defend, release or hold You harmless from any civil, criminal, or administrative investigations, proceedings or penalties that may result from Your use of the Product, or for any of the same despite Your use of the Product.

 

Assumption of Risk. You assume all risks known and unknown, foreseeable and unforeseeable, in any way connected with Your use of the Product or any part therefor. You accept personal responsibility for any liability, injury, hospitalization or other medical treatment, loss, death, criminal arrest and prosecution, or damage in any way connected with Your use of the Product or any part thereof. You retain sole responsibility for ensuring Your actions are compliant with applicable laws. You waive all claims against Adherence, its owners, directors, officers, employees, successors, managers, members, agents, affiliates, and assigns, arising out of any activities that You choose to undertake. You fully comprehend and accept all of the risks associated with Your use of the Product.

 

Your Account.

Age and Account Requirements. To use the Website or download or use the App, You must be at least twenty-one (21) years of age. You must create an “Account” to use the Website or the App, which requires You to provide certain information to Us, described below. You are responsible for providing Us with and maintaining accurate Account and contact information, and You represent and warrant to Us that all Account and contact information You provide Us is true and accurate. To create an Account, You must provide all required information in the Account setup. You consent to Our use of Your email address(es) in Your Account to contact You regarding use of the Platform, such as system maintenance activity.

Account Activities and Third-Party Use of Your Account. You are the sole authorized user of Your Account, and You are responsible for maintaining the accuracy and confidentiality of Your login information. You are solely and fully responsible for all activities that occur under Your Account. Adherence has no control over the use of Your or any other user’s Account and expressly disclaims any liability derived therefrom. Should You suspect that any unauthorized party may be using Your Account or You suspect any other breach of security, You will cease all use and contact Us immediately by emailing support@adcocloud.com. As part of Our Third-Party Auditing feature, You may authorize another user Account to use and access Your Account (“Third Party Access”). Adherence has no control over the third-party individuals or entities You select to give such Third-Party Access to, and expressly disclaims any liability arising from such Third-Party Access or activities of such third parties.

 

Privacy Policy. Our practices regarding privacy and communicating with those using the Product are described in Our Privacy Policy, which is available on the Website. Please review Our Privacy Policy to learn about what information We collect from You, how We use and share it and how We communicate with Our users.

 

APP LICENSE and RESTRICTIONS; Ownership.

License Grant. Subject to Your compliance with these Terms of Service, We hereby grant You a personal, non-exclusive, non-transferable, revocable, Limited License (without the right to sublicense) to (a) access and use the Website, and (b) download, install, and use the App solely on devices that You own or control, for Your use only in connection with the Product We provide to Your licensed operator, ancillary company or government entity, as applicable, and subject to the limitations set forth in these Terms of Service. (“Limited License” means the license granted in this Agreement subject to the Terms of Service). These Terms of Service are limited to the Product and its licensors, if any, and do not include any rights to any intellectual property, which is not the subject of these Terms and Conditions. We reserve any and all rights not expressly granted to You pursuant to these Terms of Service. The rights granted to You to access and use the Website, the App and the Content comprises a Limited License and does not constitute the sale of any software program.

 

ADHERENCE COMPLIANCE INC. RESERVES THE RIGHT TO IMMEDIATELY TERMINATE YOUR ACCOUNT IF YOU OR YOUR EMPLOYEES OR AGENTS MAKE ANY USE OF THE PRODUCT IN VIOLATION OF THESE TERMS OF SERVICE.

 

Fees. The following terms apply to Limited License fee payments:

Adherence shall charge You and You shall pay the Limited License fee in advance of Adherence providing the Product.

You agree to pay all monthly fees in advance until Your Account is terminated. If paying by credit card, Adherence shall charge You automatically using the credit card on file upon registration and monthly thereafter in advance until Your Account is terminated.

If You do not timely pay all fees, or if the credit card is rejected or if Adherence is otherwise unable to process the credit card payment for any reason, Your Account status will be suspended, and You will no longer be able to access Your Account or use the Service or access Content related to the Service. In such cases, Adherence shall notify You as soon as reasonably possible notifying You of Your non-payment or the inability to process payments due. You may reactivate Your Account by updating Your payment information and/or paying the amount(s) due.

In addition to reserving the right to modify any of these Terms of Service, Adherence reserves the right in its sole discretion to modify pricing, pricing structure and price plans as well as to offer pricing at different rates and distinct price plans in different or other jurisdictions.

 

Use Restrictions.

You agree that: (1) You will not use the Product if You are not fully able and legally competent to agree to these Terms of Service; (2) You will only use the Product in full compliance with the laws and regulations of the jurisdiction in which You use the Product and all applicable federal laws, excepting only for federal laws and regulations related to marijuana, in which case You will use the Website and the App in accordance with guidance then issued by the United States Department of Justice (“DOJ“), which shall include the previously issued Cole memorandum from the DOJ rescinded on January 4, 2018 until newer guidance by the DOJ is issued (collectively “Law“); (3) You will only use the Product as provided for in these Terms and Conditions; (4) You will not use the Website or the App for sending or storing any material prohibited by the Law or for fraudulent purposes or to engage in any offensive, indecent or objectionable conduct; (5) You will not use the Website or the App to advertise, solicit or transmit commercial advertisements, including “spam”; (6) You will not use the Website or the App to cause nuisance, annoyance or inconvenience; (7) You will keep secure and confidential Your account password or any identification We provide You which allows access to the Website or the App; and (8) You will provide Us with whatever proof of identity and other necessary verification documents as We may reasonably request.

Further, except as specifically permitted herein, You agree that You will not directly or indirectly: (1) distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense, modify, time-share or otherwise exploit the Product in any unauthorized manner; (2) use the Product in any service bureau arrangement; (3) copy, reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify the Product in any form or manner or by any means; (4) harvest or scrape any content or data from the Website or the App; (5) remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in the Product; (6) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any part of the Product or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law); (7) otherwise circumvent any functionality that controls access to or otherwise protects the Product; (8) use the Product with third party data in the form of consulting, billed project work or deliverables, or (9) permit any third party to engage in any of the foregoing. Any attempt to do any of the foregoing is a violation of the rights of Adherence and its clients. If You breach these restrictions, Your Limited License granted herein shall immediately terminate and You may be subject to criminal and civil prosecution as well as damages.

 

Ownership. The Product and its respective content, including its “look and feel” (e.g., text, graphics, images, logos), proprietary content, information, questions and other materials, are protected under intellectual property, copyright, trademark and other laws. You acknowledge and agree that Adherence and/or its licensors, if any, own all right, title and interest in and to the Product (including without limitation any and all patent, copyright, trade secret, trademark, show-how, know-how and any and all other intellectual property rights therein or related thereto), and You agree not to take, or fail to take, any action(s) inconsistent with such ownership interests. You do not acquire any rights or licenses under any of Adherence’s (or its licensors’) patents, patent applications, copyrights, trade secrets, trademarks or other intellectual property rights on account of these Terms of Service, except as expressly set forth herein.

 

Improvements. Any and all: (1) suggestions for correction, change and modification to the Website or the App and other feedback (including, but not limited to, quotations of written or oral feedback), information and reports You provide to Adherence (collectively “Feedback“); and all (2) improvements, updates, modifications or enhancements, whether made, created or developed by Adherence or otherwise relating to the Website or the App (collectively, “Revisions“), are and will remain the property of Adherence. You acknowledge and expressly agree that any contribution of Feedback or Revisions does not and will not give or grant You any right, title or interest in the Website or the App, or any of the intellectual property rights associated with them or the Product, or in any such Feedback or Revisions. All Feedback and Revisions become the sole and exclusive property of Adherence and Adherence may use and disclose Feedback and/or Revisions in any manner and for any purpose whatsoever without further notice or compensation to You and without retention by You of any proprietary or other right or claim. You shall assign and hereby assign to Adherence any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that You may have in and to any and all Feedback and Revisions. At Adherence’s request, You will execute any document, registration or filing required to give effect to the foregoing assignment. Notwithstanding the foregoing, in the event Feedback or Revisions are new substantive Content—specifically original compliance questions and/or original corrective actions—Adherence shall grant and hereby grants a non-exclusive perpetual, worldwide royalty-free grant to use, but not sublicensable unless permission obtained from Adherence in writing, such new Content.

 

User Content License Grant. The Website or the App may request You to rate Your experience with the Website or the App. You will also have the option to submit written feedback regarding the Website and the App. As a condition of Your use of the Website or the App, You shall grant and hereby grant to Adherence a non-exclusive, perpetual, irrevocable, royalty-free, worldwide, transferable, sub-licensable license to access, use, reproduce, transmit, display, publish, distribute, modify, adapt, and create derivative work from any content that You post, upload, publish, submit or transmit to be made available through the Website or the App (“Your Content“). By posting or submitting Your Content through the Website or the App, You represent and warrant: (1) that You own or otherwise control all of the rights to Your Content, including, without limitation, all copyrights, patents, trademarks or service marks; (2) that Your Content is accurate; and (3) that use of Your Content does not violate these Terms of Service or Our Privacy Policy and (4) will not cause injury to any person or entity. We take no responsibility and assume no liability for any content or materials submitted or posted through Products, the Website or the App, including any forums, by You or any third party. We may utilize and analyze de-identified and aggregated data derived from Your Content to develop insights, trends and probability statistics for the improvement and development of our products and services and to share these insights and trends with third parties in an aggregated, non-personally identifiable form. WE RESERVE THE RIGHT TO REMOVE ANY OF YOUR CONTENT THAT WE DETERMINE IN OUR SOLE DISCRETION VIOLATES ANY LAW OR RIGHT OF ANY PERSON, INFRINGES THE RIGHTS OF ANY PERSON, OR IS OTHERWISE INAPPROPRIATE FOR POSTING ON THE WEBSITE OR THE APP.

 

Notice of Infringement; Digital Millennium Copyright Act.

Anyone who believes that his or her work has been reproduced on the Website or the App in a manner which constitutes copyright infringement may submit a notification to Adherence’s copyright agent in accordance with the Digital Millennium Copyright Act (the “DMCA“), by providing the following information in writing: (1) identification of the copyrighted work that is claimed to be infringed; (2) identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Website or the App; (3) information for Our copyright agent to contact You, such as an address, telephone number, and, if available, e-mail address; (4) a statement that You have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law; (5) a statement that the information above is accurate, and under penalty of perjury, that You are the copyright owner or the authorized person to act on behalf of the copyright owner; and (6) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed. If You are asserting infringement of an intellectual property right other than copyright, please specify the intellectual property right at issue (for example, “trademark”) by notating this in Your written notice. You acknowledge that if You fail to comply with all of the requirements for a notice of infringement as specified above, Your DMCA notice may not be valid.

Notices of claims should be sent by mail to: Adherence Compliance Inc., 325 Sharon Park Drive, Suite 831, Menlo Park, CA 94025 Attn: DMCA Claim; or by email to support@adcocloud.com with the subject line “DMCA Claim.” We will respond expeditiously to claims using the email or the address in the notification explained herein. It is Our policy, in appropriate circumstances and in Our sole discretion, to disable or terminate the Accounts of users who submit false or frivolous DMCA claims.

 

If You believe that any of Your content was removed (or to which access was disabled) after We received a notice of copyright infringement is not actually infringing, or that You have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use such content, You may send a counter-notice containing the following information to Our copyright agent: (1) Your physical or electronic signature (with Your full legal name); (2) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; (3) a statement that You have a good faith belief, under penalty of perjury, that the content was removed or disabled as a result of mistake or a misidentification of the content; and (4) Your name, address, telephone number, and email address, and a statement that You will accept service of process from the person who provided the original notification of the alleged infringement.

If a counter-notice is received by Our copyright agent, We may send a copy of the counter-notice to the original complaining party informing that person that We may replace the removed content or cease disabling it. Unless the original complaining party files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in ten (10) business days or more after receipt of the counter-notice, at Our sole discretion. Please understand that filing a counter-notification may lead to legal proceedings between You and the complaining party to determine ownership. Be aware that there may be adverse legal consequences in Your state if You make a false or bad faith allegation by using this process.

Further information on the DMCA can be found in 17 U.S.C. 512 or on the United States Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf.

 

THIRD PARTY TERMS AND PROVIDERS.

Apple App Store Terms. The following terms and conditions apply to You only if You are using the App from the Apple App Store. To the extent the other applicable terms and conditions are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to the App from the Apple App Store. You acknowledge and agree that these Terms of Service are solely between You and Adherence, not Apple, and that Apple has no responsibility for the App or content thereof. Your use of the App must comply with the App Store Terms of Use. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, You may notify Apple, and Apple may refund the purchase price, if any, for the App to You. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms of Service. You acknowledge that Adherence is not responsible for addressing any claims of You or any third party relating to Your use and/or possession of the Products, including, but not limited to: (1) product liability claims; (2) any claim that the Product fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. You acknowledge that, in the event of any third-party claim that the Website or the App, or Your possession and use of the Website or the App infringes that third party’s intellectual property rights, Adherence, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Service. You must comply with applicable third-party terms of agreement when using the App.

 

WARRANTY DISCLAIMER; LIMITATION OF LIABILITY.

Warranty Disclaimer. THE PRODUCT AND ANY PART THEREOF ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND ADHERENCE COMPLIANCE INC. HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. ADHERENCE COMPLIANCE INC. DOES NOT WARRANT THAT: (1) THE PRODUCT WILL MEET YOUR REQUIREMENTS; (2) OPERATION OF THE WEBSITE OR THE APP WILL BE UNINTERRUPTED OR VIRUS- OR ERROR-FREE; (3) THE WEBSITE OR THE APP WILL OPERATE OR BE COMPATIBLE WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR DEVICE; (4) INACCURACIES OR DEFECTS IN THE PRODUCT CAN OR WILL BE CORRECTED; (5) THE PRODUCT IS ACCURATE OR CURRENT; (6) YOUR USE OF THE PRODUCT WILL RESULT IN YOUR COMPLIANCE WITH STATE OR LOCAL LAW; OR (7) YOUR USE OF THE PRODUCT WILL PREVENT ANY INVESTIGATION, PROSECUTION OR CIVIL ACTION AGAINST YOU BY ANY LAW ENFORCEMENT OR REGULATORY AGENCY. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE PRODUCT AND ANY THIRD-PARTY PRODUCTS, GOODS OR SERVICES REMAINS SOLELY WITH YOU.

 

Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ADHERENCE COMPLIANCE INC. BE LIABLE TO YOU OR ANY THIRD PARTY FOR LOSS OF PROFITS, LOSS OF DATA, REVENUE OR INCOME, OR FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING FROM OR RELATED TO THESE TERMS OF SERVICE OR THE USE OR INABILITY TO USE THE PRODUCT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOR SHALL ADHERENCE COMPLIANCE INC. IN ANY EVENT BE LIABLE FOR ANY LOSS OF, OR DISCIPLINARY ACTION TAKEN AGAINST, YOUR BUSINESS LICENSES, OR FOR ANY CRIMINAL PROSECUTION OR CIVIL ACTION TAKEN AGAINST YOU. IN NO EVENT SHALL ADHERENCE’S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS OF SERVICE REGARDING USE OR INABILITY TO USE THE PRODUCT, WHETHER BASED ON BREACH OF WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE LESSER OF: (1) THE AMOUNTS, IF ANY, YOU PAY TO ADHERENCE UNDER THESE TERMS OF SERVICE FOR USE OF THE PRODUCTS IN THE PREVIOUS TWELVE MONTHS; OR (II) FIVE HUNDRED DOLLARS ($500.00). BY ACCESSING THE WEBSITE OR THE APP, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED.

 

Indemnity. By agreeing to these Terms of Service and using the Product, You shall, to the fullest extent allowable by law, defend, indemnify and hold Adherence Compliance Inc., its licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (1) Your violation or breach of any term of these Terms of Service or any applicable law or regulation; (2) Your violation of any rights of any third party; (3) any unauthorized use of the Product and any part thereof; (4) Your negligent acts or omissions, gross negligence, willful misconduct or intentional acts and omissions; or (5) Your use of the Product and any part thereof, including any Third Party Access You authorize.

 

ARBITRATION AND CLASS ACTION WAIVER.

Binding Arbitration. Any dispute or claim arising in any way from Your use of the Product, except for disputes relating to the infringement of Our intellectual property rights or the access or use of the Product in violation of these Terms of Service, shall be resolved by binding arbitration, rather than in court. Except as set forth below for government entities, these Terms of Service are governed by the laws of the State of California, excluding, laws as pertain to conflicts of law.

 

No Judge or Jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of these Terms of Service as a court would.

 

Arbitrator and Rules. The arbitration will be conducted before a neutral single arbitrator, whose decision will be final and binding, and the arbitral proceedings shall be governed by the AAA Commercial Arbitration Rules, Consumer Due Process Protocol, and Supplementary Procedures for Resolution of Consumer Related Disputes. These rules can be found on the AAA website at www.adr.org.

 

Starting an Arbitration. To begin an arbitration proceeding, You must send Us a notice of dispute, in writing, setting forth Your name, address and contact information, the facts of the dispute and relief requested. You must send Your notice of legal dispute to Us at the following address: Adherence Compliance Inc., 325 Sharon Park Drive, Suite 831, Menlo Park, CA 94025. Adherence will send any notice of dispute to You at the contact information We have for You.

Format of Proceedings. The arbitration shall be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions. Otherwise, the exclusive venue for any arbitration will be Menlo Park, CA.

 

Fees. If You initiate arbitration, Your arbitration fees will initially be limited to the filing fee set forth in the AAA’s Consumer Arbitration Rules. Unless the arbitrator finds the arbitration was frivolous or brought for an improper purpose, each party shall pay its own AAA and arbitrator’s fees and expenses. If the arbitrator finds the arbitration to be frivolous or brought for an improper purpose, then You agree to pay all costs and expenses connected to the arbitration.

Individual Basis. To the fullest extent permitted by applicable law, You and Adherence each agree that any dispute resolution proceeding will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, You and Adherence each waive any right to a jury trial. As a result, PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS.

 

Limitation Period. In no event shall any claim, action or proceeding by You be instituted against Adherence more than one (1) year after the cause of action arose.

 

Enforcement. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The United Nations Conventions on Contracts for the International Sale of Goods shall have no applicability.

 

Invalidity. If a court of competent jurisdiction finds the foregoing arbitration provisions invalid or inapplicable, the You and Adherence each agree to the following terms:

Any action arising out of the Agreement or the termination of this Agreement, or the performance of services under this agreement, or the Product or the relationship between the parties established herein, will be brought only in a state court located in San Mateo County, and You hereby consent to and submit to the exclusive jurisdiction of such courts.

With respect to GEs, the parties agree that this Agreement is exclusively governed and construed in accordance with the laws of the state of the GE excluding, however, such laws as pertain to conflicts of law. Any action arising out of these Terms of Service or the termination of these Terms of Service, or the performance of services under these Terms of Service, or the Product or the relationship between the parties established herein, will be brought only in a state court located in the capitol of such state, and You hereby consent to and submit to the jurisdiction of such courts.

 

CONFIDENTIALITY.

Confidential Information. “Confidential Information” means all non-public, proprietary, business, technical, legal, or financial information disclosed or learned in connection with this Agreement that the Disclosing Party has identified as confidential at the time of disclosure or that, based on the nature of the information or circumstances surrounding its disclosure, the Receiving Party would clearly understand it as confidential. Confidential Information does not include: (a) information that was generally known to the public at the time disclosed to the Receiving Party; (b) information that becomes generally known to the public (other than through a breach of Section VII (Confidentiality) by the Receiving Party) after disclosure to the Receiving Party; (c) information that was in the Receiving Party’s possession free of any obligation of confidentiality prior to disclosure by the Disclosing Party; (d) information that is rightfully received by the Receiving Party from a third party without any restriction on disclosure; or (e) information that was independently developed by the Receiving Party without reference to or use of Disclosing Party’s Confidential Information. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESSED OR IMPLIED, CONCERNING THE ACCURACY OR COMPLETENESS OF ITS CONFIDENTIAL INFORMATION.

 

Use and Disclosure of Confidential Information. The Receiving Party: (a) will not use the Disclosing Party’s Confidential Information for any purpose except as permitted under this Agreement; (b) will not disclose, give access to, or distribute any of the Disclosing Party’s Confidential Information to any third party, except to the extent expressly authorized in this Agreement or a separate written agreement signed by the Disclosing Party; and (c) will take reasonable security precautions (which will be at least as protective as the precautions it takes to preserve its own Confidential Information of a similar nature) to safeguard the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to those of its employees, directors, Affiliates, advisors, agents, contractors, and other representatives (“Representatives”) who need to know such information in order to exercise their respective rights and obligations hereunder, provided that each such Representative is bound to protect the Confidential Information by confidentiality obligations substantially as protective as those set forth in this Agreement. The Receiving Party will be responsible for its Representatives’ disclosure or use of the Disclosing Party’s Confidential Information in violation of Section VII (Confidentiality). The Receiving Party will promptly notify in writing the Disclosing Party upon discovery of any unauthorized disclosure or use of the Disclosing Party’s Confidential Information, or any other breach of this section, by it or its Representatives. The Receiving Party’s obligations set forth in this section will remain in effect during the Term and three (3) years after termination of this Agreement. The disclosure of Confidential Information to the Receiving Party does not grant or convey any right of ownership of such Confidential Information.

 

Required Disclosures. The Receiving Party may disclose Confidential Information to the extent required by law or legal process. In such cases, however, the Receiving Party will (except to the extent prohibited by law or legal process): (a) give the Disclosing Party prior written notice of such disclosure so as to afford the Disclosing Party a reasonable opportunity to appear, object, and obtain a protective order or other appropriate relief regarding such disclosure; (b) use diligent efforts to limit disclosure to that which is legally required; and (c) reasonably cooperate with the Disclosing Party, at the Disclosing Party’s expense, in its efforts to obtain a protective order or other legally available means of protection.

 

Return of Materials. Upon written request by the Disclosing Party, the Receiving Party will, without undue delay: (a) either return or destroy all tangible documents and media in its possession or control that contain the Disclosing Party’s Confidential Information; (b) render unrecoverable electronically stored Confidential Information of the Disclosing Party in its possession or control; and (c) certify its compliance with Section VII (Confidentiality) in writing. Notwithstanding the foregoing, the Receiving Party will not be obligated to render unrecoverable Confidential Information of the Disclosing Party that is contained in an archived computer system backup made in accordance with the Receiving Party’s legal and financial compliance obligations or security and disaster recovery procedure.

Remedies. The Receiving Party acknowledges that any actual or threatened breach of Section VII (Confidentiality) may cause irreparable, non-monetary injury to the Disclosing Party, the extent of which may be difficult to ascertain. Accordingly, the Disclosing Party is entitled to (but not required to) seek injunctive relief to prevent or mitigate any breaches of this section with respect to the Disclosing Party’s Confidential Information or any damages that may otherwise result from those breaches.

 

GENERAL PROVISIONS.

Termination. If You breach any of the terms of these Terms of Service, all licenses granted by Us, and Your right to use the Product, will terminate automatically. Additionally, We may suspend, disable, or delete Your Account, the Product (or any part thereof) with or without notice, for any or no reason. If We delete Your Account for any suspected breach of these Terms of Service by You, You are prohibited from re-registering for the Website or the App under a different name. Adherence has no obligation to retain or back up any information included as part of your Account. All sections which by their nature should survive the termination of these Terms of Service shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms of Service by Adherence or You. Termination will not limit any of Adherence other rights or remedies at law or in equity.

 

Injunctive Relief. You agree that a breach of these Terms of Service will cause irreparable injury to Adherence for which monetary damages would not be an adequate remedy and Adherence shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

 

Notices. We may give notice to You by means of a general notice on the Website, the App, electronic mail, SMS message, push notification, or by written communication sent by first class mail or pre-paid post. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email). You may give notice to Us (such notice shall be deemed given when received by Us) at any time by sending an email to support@adcocloud.com. Please specify the reason for the email in the subject line so it can be forwarded to the proper department.

 

Miscellaneous. These Terms of Service may not be modified except by a writing executed by the duly authorized representatives of Adherence or as otherwise expressly set forth in these Terms of Service. No other act, document, usage or custom will be deemed to modify or amend these Terms of Service. These Terms of Service will inure to the benefit of and will be binding upon each party’s successors and assigns. These Terms of Service and the licenses granted hereunder may be assigned by Adherence but may not be assigned by You without the prior express written consent of Adherence. Any attempt by You to assign these Terms of Service without the written consent of Adherence shall be null and void. If any provision hereof is or becomes, at any time or for any reason, unenforceable or invalid, no other provision hereof will be affected thereby and the remaining provisions will continue with the same effect as if such unenforceable or invalid provisions will not have been inserted herein; provided that the ability of either party to obtain substantially the bargained-for performance of the other will not have thereby been impaired. It is expressly understood that in the event either party on any occasion fails to perform any term hereof and the other party does not enforce that term, the failure to enforce on any occasion will not constitute a waiver of any term and will not prevent enforcement on any other occasion. Nothing contained in these Terms of Service will be deemed to constitute either party as the agent, attorney, counsel or representative of the other party or both parties as joint venturers or partners for any purpose. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under these Terms of Service due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance will be extended for the period of delay or inability to perform due to such occurrence. The headings and captions contained herein will not be considered to be part of the Terms of Service but are for convenience only. You and Adherence agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms of Service. Your use of the Product may also be subject to other local, state, national, or international laws. It is Your sole responsibility to know and understand applicable law. These Terms of Service constitutes the entire agreement between the parties on the subject matter hereof this agreement. No terms or conditions stated in Your purchase order or other order documentation shall be incorporated into or form any part of these Terms of Service, and all such terms or conditions shall be null and void.

 

Modifications. We may occasionally update these Terms of Service. When We do update these Terms of Service, We will also revise the “Last Updated” date at the top of these Terms of Service. If We make changes to these Terms of Service that, in Our discretion, We consider significant, We will post the updated Terms of Service on the Product or the Website. We may also, but are not required to send emails to Our users who have created an Account containing a link to the revised Terms of Service. If You continue to use the Product after We post an update to these Terms of Service, You indicate Your acceptance of the updated Terms of Service.

 

Contact Us. If You have any questions regarding these Terms of Service, Products. the Website or App, please contact Us at support@adcocloud.com.

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