PLEASE CAREFULLY READ THIS ADROIT DI TERMS OF SERVICE (“AGREEMENT”) BEFORE ACCESSING, DOWNLOADING OR USING THE ADROIT DI SERVICE AND ANY RELATED USER DOCUMENTATION FROM THE WEBSITE OF ADROIT DI LTD, IS A COMPANY REGISTERED IN ENGLAND AND WALES. REGISTRATION NUMBER 12668938 REGISTERED OFFICES: - SUITE 86 AVANTGARDE TOWER, 1 AVANTGARDE PLACE, LONDON E1 6GS UK V.A.T. REGISTRATION No. 355 3111 26 (“ADROIT DI”).
BY CLICKING ON THE “ACCEPT” BUTTON, AND/OR PURCHASING, ACCESSING, DOWNLOADING OR USING THE SERVICE, YOU ARE STATING THAT YOU HAVE READ THIS AGREEMENT, AGREE TO ALL OF ITS TERMS, AND CONSENT TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “DO NOT ACCEPT” BUTTON AND/OR DO NOT ACCESS, DOWNLOAD OR USE THE SERVICE AND DOCUMENTATION.
IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT: (I) YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER, OR THE APPLICABLE ENTITY, TO THE AGREEMENT; (II) YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; AND (III) YOU AGREE, ON BEHALF OF THE PARTY THAT YOU REPRESENT, TO THIS AGREEMENT.
ACCEPTANCE OF THIS AGREEMENT IS REQUIRED AS A CONDITION TO PROCEEDING WITH ACCESS, DOWNLOADING AND USE OF THE SERVICE AND DOCUMENTATION. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THE AGREEMENT OR IF YOU DO NOT HAVE THE LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR THE APPLICABLE ENTITY, YOU MUST NOT USE OR ACCESS THE SERVICE AND DOCUMENTATION. AS USED IN THIS AGREEMENT, THE TERM “YOU” MEANS YOU AND/OR YOUR EMPLOYER AS APPLICABLE.
IN CONSIDERATION OF THE PREMISES AND THE MUTUAL COVENANTS CONTAINED HEREIN, YOU AND ADROIT DI HEREBY AGREE AS FOLLOWS:
1. LICENSE AND SUPPORT. Subject to the terms, conditions and restrictions set forth in this Agreement, and any additional terms set forth in the applicable Adroit DI order form (“Order Form”), Adroit DI hereby grants, and You hereby accept, a non-exclusive, non-transferable, right and license, to access and use, solely for Your use, (i) the Adroit DI Service identified on the Order Form (the “Service”) and (ii) the user documentation provided with the Service (the “Documentation”), for the subscription term specified on the Order Form. If on the Order Form You are granted only a trial license, You may use the Service for one 1 day for evaluation purposes only. Adroit DI will provide reasonable email support to You for the Service during the subscription term on a 365x7x24 basis. Support requests should be sent to support@adroitdi.com Adroit DI endeavors to provide prompt responses to support requests.
1.1 Taxes. You shall pay any sales, use, value-added, property, and other taxes, withholdings and similar charges based on or arising from this Agreement (other than taxes based on Adroit DI’s net income).
1.2 Refunds. Refunds are at the sole discretion of Adroit DI.
1.3 Pricing. You will be invoiced at the end of each calendar month, at the rate set forth on Adroit DI’s then-current Plan and Price List, as listed on the Adroit DI website.
2. TERM AND TERMINATION. The term of this Agreement is the subscription term specified on the Order Form, which will automatically renew for the same period unless You provide us with written notice of Your intent not to renew at prior to the end of the then current subscription term. This Agreement may be terminated by Adroit DI if You breach this Agreement and fail to cure such breach within ten (10) days or receipt of notice of the breach from Adroit DI. You may not terminate this Agreement or an Order Form for convenience.
3. RESTRICTIONS; PROPRIETARY RIGHTS; FEEDBACK. You shall not: (i) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, user interface techniques or algorithms of the Service or disclose any of the foregoing; (ii) encumber, transfer, manufacture, distribute, sell, sublicense, assign, provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use (except as expressly provided herein) the Service or Documentation; (iii) copy, modify, adapt, translate, incorporate into or with other products or services, or create a derivative work of any part of the Service or Documentation; (iv) attempt to circumvent any user limits, timing or use restrictions that are built into the Service. You shall use the Service for your own purposes and shall not allow third parties to use the Service. The Service is the proprietary and confidential intellectual property of Adroit DI that contains trade secrets and is protected by copyright law. Subject to any license granted hereunder, Adroit DI retains sole and exclusive ownership of all right, title, and interest in and to the Service and any and all enhancements, modifications, corrections and derivative works that are made to the Service, all of which will be considered part of the Service for the purposes of this Agreement and will be owned by Adroit DI. You shall comply with all applicable laws in your use of the Service and shall not use the Service for any illegal, criminal or fraudulent purposes. You may, in your sole discretion, provide Adroit DI with suggestions, enhancement requests, recommendations, or other feedback related to the Service and Documentation provided hereunder ("Feedback").
You hereby assign to Adroit DI all right, title, and interest in and to any Feedback, including all intellectual property rights therein or relating thereto.
3.1 Academic License Restrictions. If an Academic License is purchased, as denoted by the term ‘Academic’ in the title on the Order Form it is for a much-reduced price and is not to be used for commercial gain. Any publication of results from work that used SDF Prò, or any other product from Adroit DI must acknowledge its use by name. Academic users must use their Academic email address, not a company, or generic email address. This will be regularly audited by Adroit DI and breaches will be remedied by upgrading to a fully priced license or access terminated. Academic use is, not for profit or commercial gain, and for data that will be fully in the public domain within two 2 years of being used on the Adroit DI Service.
4. CONFIDENTIALITY. Each party shall maintain as confidential and shall not disclose (except to its employees, accountants, attorneys, advisors, affiliates, outsourcers and third party service providers of recipient with a need to know in connection with recipient’s performance under this Agreement, and who have been advised of the obligation of confidentiality hereunder), copy or use for purposes other than the performance of this Agreement, any information which relates to the other party’s business affairs, trade secrets, technology, research, development, pricing or terms of this Agreement (“Confidential Information”) and each party agrees to protect all received Confidential Information with the same degree of care that it would use with its own Confidential Information and to prevent unauthorized, negligent or inadvertent use, disclosure or publication thereof. Breach of this Section may cause irreparable harm and damage. Thus, in addition to all other remedies available at law or in equity, the disclosing party shall have the right to seek equitable and injunctive relief, and to recover the amount of damages (including reasonable attorneys’ fees and expenses) incurred in connection with such unauthorized use. The recipient shall be liable to the disclosing party for any use or disclosure in violation of this Section by recipient or its affiliates, employees, third party service providers or any other related party. Confidential Information shall not include information that (a) is already known prior to the disclosure by the owning party; (b) is or becomes publicly known through no breach of this Agreement; (c) is independently developed without the use of the other party’s Confidential Information and evidence exists to substantiate such independent development; (d) information that is obtained from a third party, and that third party is not, in good faith belief to the recipient, under any legal obligation of confidentiality; or (e) the recipient receives written permission from the disclosing party for the right to disclose any Confidential Information.
5. YOUR DATA AND PRIVACY. Adroit DI is committed to having technical, administrative, and system safeguards in place to secure any data that You provide to us under this Agreement and pursuant to Your use of the Service (“Customer Data”). As a result, Adroit DI has implemented industry standard procedures, practices and infrastructure to protect all Customer Data. Adroit DI uses Customer Data solely to enable Your use of the Service and to improve the Service. Adroit DI handles and protects all Customer Data, including personally identifiable information, in compliance with all applicable data protection laws and in accordance with the additional terms contained in the Adroit DI Privacy Policy located at https://www.adroitdi.com/terms/privacy, which is an integral part of this Agreement. If You have any questions regarding the handling and protection of Customer Data or the Adroit DI Privacy Policy, please contact us at privacy@adriotdi.com.
6. WARRANTY DISCLAIMER. ADROIT DI DOES NOT MAKE OR GIVE ANY REPRESENTATION, WARRANTY, OR COVENANT OF ANY KIND, INCLUDING ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT THE SERVICE WILL BE SECURE OR SUITABLE FOR YOUR INTENDED USE. THE SERVICE IS PROVIDED "AS-IS" AND "AS- AVAILABLE". ADROIT DI MAKES NO AND DISCLAIMS ALL WARRANTIES IN RELATION TO THE SERVICE, DOCUMENTATION, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 7. LIMITATION OF LIABILITY. THE CUMULATIVE LIABILITY OF ADROIT DI TO YOU FOR ALL CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID TO ADROIT DI UNDER THE APPLICABLE ORDER FORM WITHIN THE YEAR PRECEDING THE CLAIM. NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL ADROIT DI OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PARTY FOR DAMAGES FOR LOSS OF DATA, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF ADROIT DI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IS NEGLIGENT.
8. GENERAL.
8.1 Entire Agreement. This Agreement is the complete and exclusive statement of the parties’ agreement and supersedes all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter hereof. If this Agreement conflicts with any of the terms or conditions of any Order Form, then this Agreement shall take precedence. Any purchase orders or other documents issued by You shall be deemed to be for your convenience only and, notwithstanding acceptance of such orders by Adroit DI, shall in no way change, override, or supplement this Agreement.
8.2 Waiver. Any waiver or modification of the provisions of this Agreement will be effective only if in writing and signed by the party against whom it is to be enforced. If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. A waiver of any provision, breach or default by either party or a party’s delay exercising its rights shall not constitute a waiver of any other provision, breach or default.
8.3 Independent Contractor. The relationship between Adroit DI and You is that of independent contractors. At no time shall either party make any commitments or incur any charges or expenses for or in the name of the other party, or be considered the agent, partner, joint venture, employer or employee of the other party.
8.4 Notices. All notices or other communications required to be given hereunder shall be in writing and delivered either by mail, certified, return receipt requested, postage prepaid; by courier; or as otherwise requested by the receiving party, to suite 86 Avantgarde Tower, 1 Avantgarde Place, London, E1 6GS, United Kingdom, legal@adroitdi.com, Attn: Legal Counsel. Notices shall be effective upon their receipt by the party to whom they are addressed.
8.5 Assignment. This Agreement may not be assigned by You without Adroit DI’s prior written consent.
8.6 Compliance with Laws. Each party will be responsible for compliance with all legal requirements related to its
performance under this Agreement, including all applicable English export laws and those laws related to the protection, privacy and disclosure of data and information.
8.7 Force Majeure. Adroit DI will not be responsible for any failure to perform due to causes beyond its reasonable control, including, but not limited to, acts of God, terrorism, war, riot, embargoes, fire, floods, earthquakes, or strikes (each a “Force Majeure Event”). Adroit DI will give You prompt notice of the Force Majeure Event. The time for performance by Adroit DI will be extended for a period equal to the duration of the Force Majeure Event.
8.8 Governing Law and Disputes. This Agreement and any dispute arising hereunder shall be governed by and interpreted and construed in accordance with the laws of England and Wales, without regard to its conflicts of law principles, and shall be subject to the exclusive jurisdiction of the courts located London England, and each party consents to the exclusive personal jurisdiction and venue of such courts.
8.9 Survival. Sections 3 through 8 of this Agreement shall survive any termination of this Agreement.
