Terms and Conditions for the ADI Learning Hub
Last updated 4/29/2021
Terms of Use
These Terms of Use (the “Agreement”) set forth here constitute a legally binding agreement between Argument-Driven Inquiry (“ADI”, “Company”, “we”, “us” or “our”) and the entity executing this Agreement (“Customer”, “Client”, “you”). By registering with us, or by using our service in any way – you agree to these Terms of Use and all other operating rules, policies, and procedures that will be provided to Customers from time to time. The Company’s website (the “Site”) and ADI Learning Hub services will be referred collectively as the “Service”.
Our Services are accessible using the ADI Learning Hub online portal and the related tools made available on this site. ADI makes no warranty for use of these Services, which are provided “as-is” (see our Section ‘Disclaimers’). Subject to these terms, you assume all risk for use of these Services, as we cannot guarantee data quality, uptime, or other relative metrics. Our Service is built to help educators provide in-person, remote, and hybrid instruction for students and it is your responsibility to obtain each user’s consent in compliance with the applicable legal requirements and rules. Further, use of our Services for anything other than what is named in these Terms of Use or our Privacy Policy is prohibited.
By accepting these Terms of Use, you confirm that you, your organization, your employees, any third party that you’re representing, and any others relating to you adhere to all local laws and regulations, especially those pertaining to personally identifiable data collected by you and provided to us.
It is your responsibility to maintain the security of your Account information, including your login username and password. You must notify us immediately of any breach of security or unauthorized use of your Account. You may never publish, distribute or share your login username or password.
In the event of a security breach that may affect you or anyone on your Service, we’ll notify you of the breach once we have determined, at our discretion, that it occurred and will provide a description of what happened and notify you, and that you’ll promptly notify your affected customers.
ADI represents and warrants that it owns or has permission to provide the Service and any intellectual property rights inhering therein.
infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violate any law or contractual duty;
is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion;
contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;
impersonates any person or entity, including any of our employees or representatives; or
includes anyone’s identification documents or sensitive financial information.
The Service may only be used by you. You will not resell or otherwise distribute the Service. In accepting these Terms of Use, you agree to use the Service for the purposes for which it is provided by us and not for competitive evaluation, spying, copying, or other nefarious purposes.
You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (iv) run any form of auto-responder or “spam” on the Service; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; (vi) harvest or scrape any content from the Services; or (vii) otherwise take any action in violation of our guidelines and policies
These Terms of Use are subject to, and intended to comply with, all applicable local, state, and federal laws, rules, and regulations, including relating to (i) privacy, data security, consumer protection, email, and other communications; and (ii) the use, collection, retention, storage, security, disclosure, transfer, disposal, and other processing of Personal Information (“Applicable Laws”). “Personal Information” means any information that identifies, relates to, describes, or is reasonably capable of being associated with, a particular consumer or household.
Notwithstanding anything to the contrary in the ADI Privacy Policy, ADI shall not collect, retain, use or disclose Customer Data for any commercial purpose other than for the specific purposes of performing the Services. ADI agrees to reasonably cooperate with Customer, at Customer’s expense, to assist Customer with ensuring its compliance with Applicable Laws, including to respond to requests for access, knowledge, deletion, or rectification. If and to the extent Customer instructs ADI to delete a consumer’s personal information in response to a consumer request received by Customer, ADI agrees to delete or de-identify such information within 30 days of receipt of the request. ADI shall have no obligation to delete information that has been permanently de-identified or aggregated. ADI shall promptly delete or de-identify Customer Data when no longer reasonably needed to provide the Services.
You agree to follow all laws and regulations when using the Service including, but not limited to, the Family Educational Rights and Privacy Act (“FERPA”), the Children’s Online Privacy Protection Act (“COPPA”), and any applicable state laws regarding the education of minors.
We may use a third-party payment processor to bill you through a payment account linked to your Account on ADI (your “Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the payment processor in addition to these Terms of Use. We are not responsible for error by the payment processor. By choosing to use Paid Services, you agree to pay us, directly or through the payment processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, directly or the through the payment processor, to charge you or your payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
Some of the Paid Services may consist of recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to cancellation. We may submit periodic charges (e.g., monthly or annually) without further authorization from you, until you provide notice (receipt of which is confirmed by us) that you have terminated this authorization or wish to change your Payment Method. Such notice will not affect charges submitted before we reasonably could act.
You must provide current, complete, and accurate information for your Billing Account. You must promptly update all information to keep your billing address current, complete and accurate, and must promptly notify us or your payment processor if your Payment Method is canceled (e.g., for loss or theft) or if you become aware of a potential breach of security. If you fail to provide any of the foregoing information, you agree that we may continue charging you for any use of Paid Services under your Billing Account unless you have terminated your Paid Services as set forth above. We reserve the right to update pricing for our Paid Services or introduce new Paid Services. If a change to our Paid Service occurs, we will: 1) Provide a 30-day notice of the pricing change, allowing you to opt-out of the new price and terminate the Service; 2) Provide no notice and keep your current Paid Services rate by not applying the new pricing schedule (“Legacy Pricing”). ADI at its sole discretion will determine the method used.
Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment, and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.
Non-Disclosure of Confidential Information
Confidential Information means any information disclosed by either party or its Representatives (as defined below) to the other party or its Representatives, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents, prototypes, samples, plant and equipment). Confidential Information shall include without limitation technical data, trade secrets and know-how, including, but not limited to, research, product plans, products, services, suppliers, customer lists and customers, prices and costs, markets, software, developments, inventions, laboratory notebooks, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, licenses, finances, budgets and other business information, and the fact that the parties have entered into this agreement and are having any discussions with respect to a business relationship. Confidential Information may also include information disclosed to a disclosing party by third parties.
Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party or its Representatives; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party or its Representatives from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession. The term “Representative” means, as to any person, such person’s affiliates and its and their respective directors, managers, members, officers, partners, employees, agents, representatives, advisors, controlling persons, consultants. As used in this Agreement, the term “person” shall be interpreted broadly to include, without limitation, any corporation, limited liability company, partnership, other business entity or individual.
Non-use and Non-disclosure. Each party, on behalf of itself and its Representatives, agrees not to use any Confidential Information of the other party for any purpose except to evaluate and engage in discussions concerning a potential business relationship or in the course of an existing business relationship between the parties. Each party, on behalf of itself and its Representatives, agrees not to disclose any Confidential Information of the other party to third parties or to such party’s Representatives, except such Representatives who receive the information with the disclosing party’s approval (which approval shall not be unreasonably withheld) in order to assist the receiving party in evaluating or engaging in discussions concerning the contemplated business relationship. Each party shall be responsible for any breach of this Agreement by its Representatives. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party’s Confidential Information, and which are provided to the party hereunder. Either party may disclose Confidential Information of the other if required by law or by court or governmental order or process; provided that, to the extent legally permitted, such party must first give the disclosing party prompt written notice of such requirement to permit the disclosing party to seek a protective order or other appropriate relief. In the event that such protective order or other remedy is not obtained, the receiving party or its Representatives shall disclose only that portion of the Confidential Information which the receiving party’s or its Representative’s counsel advises is legally required to be disclosed.
Maintenance of Confidentiality. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that its Representatives who have access to Confidential Information of the other party have signed a non- use and non-disclosure agreement in content substantially similar to the provisions hereof, prior to any disclosure of Confidential Information to such Representatives. Neither party shall make any copies of the Confidential Information of the other party unless the same are previously approved in writing by the other party. Each party shall reproduce the other party’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.
These Terms of Use shall be governed by and construed in accordance with the laws of the state of Texas, and the parties submit to the exclusive jurisdiction and venue of the state and federal courts located in Travis County, Texas. Notwithstanding the foregoing sentence, (but without limiting either party’s right to seek injunctive or other equitable relief immediately, at any time, in any court of competent jurisdiction), any disputes arising with respect to these Terms of Use shall be settled by arbitration in accordance with the rules and procedures of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”). The arbitrator shall be selected by joint agreement of the parties. In the event the parties cannot agree on an arbitrator within thirty (30) days of the initiating party providing the other party with written notice that it plans to seek arbitration, the parties shall each select an arbitrator affiliated with JAMS, which arbitrators shall jointly select a third such arbitrator to resolve the dispute. The written decision of the arbitrator shall be final and binding on the parties and enforceable in any court. The arbitration proceeding shall take place using the English language.
Both parties agree that these Terms of Use 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 of Use, and that all modifications must be in a 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 of Use and you do not have any authority of any kind to bind ADI in any respect whatsoever.
Terms of Use
These Terms of Use (the “Agreement”) set forth here constitute a legally binding agreement between Argument-Driven Inquiry (“ADI”, “Company”, “we”, “us” or “our”) and the entity executing this Agreement (“Customer”, “Client”, “you”). By registering with us, or by using our service in any way – you agree to these Terms of Use and all other operating rules, policies, and procedures that will be provided to Customers from time to time. The Company’s website (the “Site”) and ADI Learning Hub services will be referred collectively as the “Service”.
ADI Learning Hub Services
The ADI Learning Hub is a browser-based application that educators can use to provide in-person, remote, and hybrid instruction for students. Educators use the ADI Learning Hub to create classes, enroll their students into a class, and assign investigations (a set of activities or assignments to complete) to the students in a class. Students used the ADI Learning Hub to complete the activities associated with an investigation. As part of these activities, students are able to watch or read content, interact with their peers, submit work ("submissions"), and give feedback to each other (“reviews”). Students are also able to send messages to their teacher, use a dashboard to monitor progress and check when activities are due, see feedback from their teachers on their submissions.Our Services are accessible using the ADI Learning Hub online portal and the related tools made available on this site. ADI makes no warranty for use of these Services, which are provided “as-is” (see our Section ‘Disclaimers’). Subject to these terms, you assume all risk for use of these Services, as we cannot guarantee data quality, uptime, or other relative metrics. Our Service is built to help educators provide in-person, remote, and hybrid instruction for students and it is your responsibility to obtain each user’s consent in compliance with the applicable legal requirements and rules. Further, use of our Services for anything other than what is named in these Terms of Use or our Privacy Policy is prohibited.
Account and Password
The customer will receive an authorized token to create an account with the ADI Learning Hub. Customer shall have sole responsibility for all activities relating to such Customer’s subscription account (the “Account”) and shall immediately inform Company of any unauthorized use of the Customer’s subscription account. The Service is made available under these Terms of Use to individuals or organizations. To sign up for the Service, you must provide us basic information including email address, first name, last name. You must provide accurate and complete information and keep your Account information updated.By accepting these Terms of Use, you confirm that you, your organization, your employees, any third party that you’re representing, and any others relating to you adhere to all local laws and regulations, especially those pertaining to personally identifiable data collected by you and provided to us.
Customer Service
We will provide customer service to help resolve any issues relating to your Account, our Services, and the other use of our software. Customer service may include direct access and communication with an employee(s) of ADI or access to a website describing the use and functionalities of the Services. The extent and nature of such customer service may be determined by ADI in its sole and absolute discretion.Security Obligations
We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Customer Data (defined below), including all without limitation end-user-authorized data from learning management systems, customer relationship management or billing management platforms but we cannot guarantee the security of our users’ applications. We reserve the right to terminate a user without notice if we suspect that they are at risk of a security breach. While we cannot ensure that our users follow all the necessary security protocols, we strongly recommend that you adhere to the following minimum-security protocols:Use of PCI compliant servers
Encryption when communicating or storing access credentials to our Service.It is your responsibility to maintain the security of your Account information, including your login username and password. You must notify us immediately of any breach of security or unauthorized use of your Account. You may never publish, distribute or share your login username or password.
In the event of a security breach that may affect you or anyone on your Service, we’ll notify you of the breach once we have determined, at our discretion, that it occurred and will provide a description of what happened and notify you, and that you’ll promptly notify your affected customers.
Representations and Warranties
You represent and warrant that you either own or have permission to use all of the material, content, data, and information (including your personal information and the personal information of others) you submit to ADI in the course of using the Service (“Customer Data”). You retain ownership of the information that you upload to the Service. We may use or disclose your information (including any personal information therein) only as described in these Terms of Use and our Privacy Policy.ADI represents and warrants that it owns or has permission to provide the Service and any intellectual property rights inhering therein.
Prohibited Uses
You are responsible for all of your and any third-party representatives’ activity in connection with the Service. You shall not (and shall not permit any other party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Service, that:infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violate any law or contractual duty;
is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion;
contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;
impersonates any person or entity, including any of our employees or representatives; or
includes anyone’s identification documents or sensitive financial information.
The Service may only be used by you. You will not resell or otherwise distribute the Service. In accepting these Terms of Use, you agree to use the Service for the purposes for which it is provided by us and not for competitive evaluation, spying, copying, or other nefarious purposes.
You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (iv) run any form of auto-responder or “spam” on the Service; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; (vi) harvest or scrape any content from the Services; or (vii) otherwise take any action in violation of our guidelines and policies
Suspicion
We reserve the right to withhold our Services in their entirety or in part where we believe they are being used in violation of these Terms of Use, any other ADI agreement, or pose a risk to the end-user, their Customers, or ADI itself.Privacy and User Data
For our privacy policies, please see our Privacy Policy. You agree that you have the right to provide the Customer Data to us for use in connection with the Service and that it is your responsibility to communicate to your end-users a clear and conspicuous link to your privacy policy and make such disclosures as is required under Applicable Laws (defined below).These Terms of Use are subject to, and intended to comply with, all applicable local, state, and federal laws, rules, and regulations, including relating to (i) privacy, data security, consumer protection, email, and other communications; and (ii) the use, collection, retention, storage, security, disclosure, transfer, disposal, and other processing of Personal Information (“Applicable Laws”). “Personal Information” means any information that identifies, relates to, describes, or is reasonably capable of being associated with, a particular consumer or household.
Notwithstanding anything to the contrary in the ADI Privacy Policy, ADI shall not collect, retain, use or disclose Customer Data for any commercial purpose other than for the specific purposes of performing the Services. ADI agrees to reasonably cooperate with Customer, at Customer’s expense, to assist Customer with ensuring its compliance with Applicable Laws, including to respond to requests for access, knowledge, deletion, or rectification. If and to the extent Customer instructs ADI to delete a consumer’s personal information in response to a consumer request received by Customer, ADI agrees to delete or de-identify such information within 30 days of receipt of the request. ADI shall have no obligation to delete information that has been permanently de-identified or aggregated. ADI shall promptly delete or de-identify Customer Data when no longer reasonably needed to provide the Services.
You agree to follow all laws and regulations when using the Service including, but not limited to, the Family Educational Rights and Privacy Act (“FERPA”), the Children’s Online Privacy Protection Act (“COPPA”), and any applicable state laws regarding the education of minors.
Student Accounts and Use
Educational Organizations and Educators are not permitted to send invitations to students under 18 to create an account in the Service or require students under 18 to use the Service without first obtaining the necessary consent from a parent or guardian that is required by COPPA. If you are an Educational Organization or Educator and elect to use the Service, you are (i) responsible for obtaining any consent from a parent or guardian necessary for students to create an account and use the Service and (ii) agree to only send an invitation to a student under 18 to create an account in the Service once you have obtained the necessary consent from a parent or guardian.Payments and Billing
Certain aspects of the Service may be subject to payments now or in the future (the “Paid Services”). Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms of Use.We may use a third-party payment processor to bill you through a payment account linked to your Account on ADI (your “Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the payment processor in addition to these Terms of Use. We are not responsible for error by the payment processor. By choosing to use Paid Services, you agree to pay us, directly or through the payment processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, directly or the through the payment processor, to charge you or your payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
Some of the Paid Services may consist of recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to cancellation. We may submit periodic charges (e.g., monthly or annually) without further authorization from you, until you provide notice (receipt of which is confirmed by us) that you have terminated this authorization or wish to change your Payment Method. Such notice will not affect charges submitted before we reasonably could act.
You must provide current, complete, and accurate information for your Billing Account. You must promptly update all information to keep your billing address current, complete and accurate, and must promptly notify us or your payment processor if your Payment Method is canceled (e.g., for loss or theft) or if you become aware of a potential breach of security. If you fail to provide any of the foregoing information, you agree that we may continue charging you for any use of Paid Services under your Billing Account unless you have terminated your Paid Services as set forth above. We reserve the right to update pricing for our Paid Services or introduce new Paid Services. If a change to our Paid Service occurs, we will: 1) Provide a 30-day notice of the pricing change, allowing you to opt-out of the new price and terminate the Service; 2) Provide no notice and keep your current Paid Services rate by not applying the new pricing schedule (“Legacy Pricing”). ADI at its sole discretion will determine the method used.
Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment, and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.
Non-Disclosure of Confidential Information
Confidential Information means any information disclosed by either party or its Representatives (as defined below) to the other party or its Representatives, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents, prototypes, samples, plant and equipment). Confidential Information shall include without limitation technical data, trade secrets and know-how, including, but not limited to, research, product plans, products, services, suppliers, customer lists and customers, prices and costs, markets, software, developments, inventions, laboratory notebooks, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, licenses, finances, budgets and other business information, and the fact that the parties have entered into this agreement and are having any discussions with respect to a business relationship. Confidential Information may also include information disclosed to a disclosing party by third parties.
Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party or its Representatives; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party or its Representatives from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession. The term “Representative” means, as to any person, such person’s affiliates and its and their respective directors, managers, members, officers, partners, employees, agents, representatives, advisors, controlling persons, consultants. As used in this Agreement, the term “person” shall be interpreted broadly to include, without limitation, any corporation, limited liability company, partnership, other business entity or individual.
Non-use and Non-disclosure. Each party, on behalf of itself and its Representatives, agrees not to use any Confidential Information of the other party for any purpose except to evaluate and engage in discussions concerning a potential business relationship or in the course of an existing business relationship between the parties. Each party, on behalf of itself and its Representatives, agrees not to disclose any Confidential Information of the other party to third parties or to such party’s Representatives, except such Representatives who receive the information with the disclosing party’s approval (which approval shall not be unreasonably withheld) in order to assist the receiving party in evaluating or engaging in discussions concerning the contemplated business relationship. Each party shall be responsible for any breach of this Agreement by its Representatives. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party’s Confidential Information, and which are provided to the party hereunder. Either party may disclose Confidential Information of the other if required by law or by court or governmental order or process; provided that, to the extent legally permitted, such party must first give the disclosing party prompt written notice of such requirement to permit the disclosing party to seek a protective order or other appropriate relief. In the event that such protective order or other remedy is not obtained, the receiving party or its Representatives shall disclose only that portion of the Confidential Information which the receiving party’s or its Representative’s counsel advises is legally required to be disclosed.
Maintenance of Confidentiality. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that its Representatives who have access to Confidential Information of the other party have signed a non- use and non-disclosure agreement in content substantially similar to the provisions hereof, prior to any disclosure of Confidential Information to such Representatives. Neither party shall make any copies of the Confidential Information of the other party unless the same are previously approved in writing by the other party. Each party shall reproduce the other party’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.
Ownership of Work
ALL THE SERVICES ARE THE PROPERTY OF ADI, INCLUDING CUSTOM REQUESTS SUBMITTED BY YOU, AND IS INCORPORATED INTO THE PROPRIETARY PROPERTY WITH ALL RIGHTS BEING ASSIGNED TO ADI. YOU ACKNOWLEDGE THAT ALL IDEAS, WORK PRODUCT, CUSTOM REQUESTS, FEATURE IMPROVEMENTS, PRODUCT RECOMMENDATIONS, OR ANY COMMUNICATION TO ADI THAT RESULTS IN THE CONTINUED DEVELOPMENT OF ADI’S CURRENT PRODUCT OR SERVICES, OR THE DEVELOPMENT OF NEW PRODUCTS OR SERVICES (OTHER THAN CUSTOMER DATA), IS THE SOLE PROPERTY OF ADI AND YOU WAIVE ANY RIGHT, INCLUDING THE RIGHT TO ARBITRATION, TO SEEK OWNERSHIP, ROYALTIES OR OTHER MONETARY OR NON-MONETARY CONSIDERATIONS. FOR THE AVOIDANCE OF DOUBT, Customer retains all right, title and interest in and to CUSTOMER DATA, YOUR own products and services and CUSTOMER Trademarks and all Intellectual Property Rights therein.References
You agree to allow ADI to line-list you as a customer and use your standard logo for ADI’s promotional and marketing.Termination
We may terminate or suspend your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate your Account, you may do so by contacting howdy@argumentdriveninquiry.com. Any fees paid hereunder are non-refundable (subject to our obligation to perform services in consideration for such fees). All provisions of these Terms of Use, which are reasonably intended to survive termination or expiration of the Terms shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability. In the event of termination, ADI will terminate access to its Services and provide a 15-day grace period of limited access to be used solely for migrating off the Service. Unless requested in writing prior to the grace period end date, at the end of this grace period all information associated with you will be removed indefinitely and all Services will end.Limitation on Liability
EXCEPT IN CONNECTION WITH A PARTY’S BREACH OF ITS CONFIDENTIALITY OR INTELLECTUAL PROPERTY OBLIGATIONS HEREUNDER OR INTENTIONAL MISCONDUCT IN NO EVENT SHALL EITHER PARTY, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS BE LIABLE TO THE OTHER PARTY UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE APPLICATION OR SERVICES: (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF FORESEEABLE, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF AMOUNTS PAYABLE BY YOU TO US FOR THE SERVICE. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.Disclaimers
EXCEPT AS EXPRESSLY PROVIDED HEREIN THE SERVICE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ADI MAKES NO WARRANTY THAT (I) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (II) THE RESULTS OF USING THE SERVICE WILL MEET USER’S REQUIREMENTS. IN ADDITION, ADI MAKES NO WARRANTY THAT ANY END USER DATA WILL BE TIMELY, ACCURATE OR COMPLETE. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.Modification
We reserve the right, at our sole discretion, to change, suspend, or discontinue an aspect of the Service at any time by posting a notice on the Site or by sending you notice through the Service, via e-mail, as an account notification, or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. Your continued use of the Services following written notification of any changes constitutes acceptance of those changes.Miscellaneous
The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. ADI shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond ADI’ reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of these Terms of Use is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect and enforceable. Either party may assign, delegate or otherwise transfer these Terms, whether by operation of law or otherwise, to its affiliates or in connection with a merger or sale of all or substantially all of its stock or assets or otherwise. Subject to the foregoing, this Terms shall be binding on a party’s permitted successors and assigns.These Terms of Use shall be governed by and construed in accordance with the laws of the state of Texas, and the parties submit to the exclusive jurisdiction and venue of the state and federal courts located in Travis County, Texas. Notwithstanding the foregoing sentence, (but without limiting either party’s right to seek injunctive or other equitable relief immediately, at any time, in any court of competent jurisdiction), any disputes arising with respect to these Terms of Use shall be settled by arbitration in accordance with the rules and procedures of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”). The arbitrator shall be selected by joint agreement of the parties. In the event the parties cannot agree on an arbitrator within thirty (30) days of the initiating party providing the other party with written notice that it plans to seek arbitration, the parties shall each select an arbitrator affiliated with JAMS, which arbitrators shall jointly select a third such arbitrator to resolve the dispute. The written decision of the arbitrator shall be final and binding on the parties and enforceable in any court. The arbitration proceeding shall take place using the English language.
Both parties agree that these Terms of Use 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 of Use, and that all modifications must be in a 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 of Use and you do not have any authority of any kind to bind ADI in any respect whatsoever.