Terms of use

1. Your Agreement with Adapto Technologies ApS

1.1 Adapto Technologies ApS (Business Registration no. 38148869) is a Danish limited liability company, having its principal place of business at Ellegårdvej 36, DK-6400 Sønderborg (hereinafter referred to as “Adapto”).

1.2 The “Adapto Services” means the services Adapto makes available through the application “Adapto”. Your use of the Adapto Service is governed by this agreement (the “Terms”).

1.3 In order to use the Adapto Services, you must first agree to the Terms. You will agree to the Terms by actually using the Adapto Services. You understand and agree that Adapto will treat your use of the Adapto Services as acceptance of the Terms from that point onwards.

1.4 You agree that your purchases of the Adapto Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Adapto regarding future functionality or features.

2. Your Account and Use of the Adapto Services

2.1 You must provide accurate and complete registration information any time you register to use the Adapto Services. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Adapto immediately.

2.2 Your use of the Adapto Services must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.

2.3 You agree not to (a) access (or attempt to access) the administrative interface of the Adapto Services by any means other than through the interface that is provided by Adapto in connection with the Adapto Services or to (b) engage in any activity that interferes with or disrupts the Adapto Services (or the servers and networks which are connected to the Service).

2.4 You may only use the Adapto Services on the Adapto infrastructure. You may not access the Adapto Services for the purpose of bringing an intellectual property infringement claim against Adapto or for the purpose of creating a product or service competitive with the Adapto Services.

3. Use Policy and Privacy

3.1 You agree to comply with the Adapto “Use Policy” which is incorporated in the Adapto Application and which may be updated from time to time.

3.2 The Adapto Services will be subject to the Privacy Policy for the Adapto Services available at adapto.me /privacy-policy. You agree to the use of your data in accordance with Adapto’s Privacy Policy.

3.3 You agree that you will protect the privacy and legal rights of the End Users of your application. You must provide legally adequate privacy notice and protection for End Users. If End Users provide you with usernames, passwords, or other login information, personal information or sensitive information, you must make the End Users aware that the information will be available to your application and to Adapto.

3.4 The Adapto Services will be subject to the security procedures available at adapto.me/security. In the event of loss of data your sole and exclusive remedy will be a restore of the lost or damaged data from the latest back-up in accordance with the Adapto security procedures.

4. Data Protection

4.1 You agree to comply with your respective obligations under the EU Data Protection Regulation. The terms “Process”, “Data Controller”, “Data Processor”, “Personal Data” and “Data Subject” will be defined according to the EU Data Protection Regulation.

4.2 If you require Adapto to process any Personal Data on your behalf when performing the Adapto Services under this agreement, you will remain the Data Controller and Adapto will be the Data Processor in respect of such Personal Data.

4.3. Adapto will only process such Personal Data in accordance with the lawful instructions given by you from time to time; provided that:

(i)  where such lawful instructions necessarily prevent, delay or restrict us from providing the Adapto Services hereunder or require modification of the nature or extent of the Adapto Services hereunder, then we will not be liable in respect of such prevention, delays or restrictions and will be entitled to make any such modifications without incurring any additional liability to you;

(ii)  where such lawful instructions will require or result in any non-compliance by us of any Data Protection Regulation or any other applicable law, we will promptly notify you and you shall retract and restate such instructions;

(iii) where such lawful instructions require performance in addition to or in excess of what is reasonably required in accordance with good industry practice in order to comply with Data Protection Regulation, and such additional or excess performance requires us to incur additional costs or expenses (including reallocation of internal resources), then we will be entitled to adjust our subscription fee in order to recharge such additional costs or expenses to you.

4.4 Adapto will implement and maintain appropriate technical and organizational measures, to ensure an appropriate level of security in respect of such Personal Data. Our security procedures can be found at adapto.me/security.

5. Fees for Use of the Adapto Services

5.1 Subject to the Terms, the Adapto Services is provided to you with a monthly subscription fee according to the selected subscription package. The subscription fee pricing can be found at adapto.me/pricing.

5.2 For all purchased Adapto Services, we will invoice you on a monthly basis in advance for the Adapto Services. Payment terms are fourteen (14) days from the invoice date. Late payments may bear interest according to the Danish Act of Interests (renteloven).

5.3 Adapto may change its fees and payment policies for the Adapto Services per each 1st January each year by notifying you at least thirty (30) days before the changes will take effect.

5.4 You may not develop multiple Applications to simulate or act as a single Application or otherwise access the Adapto Services in a manner intended to avoid incurring subscription fees.

6. Support

6.1 Adapto will provide general support with location and correction of problems with the Adapto Services. Support questions can be sent to support@adapto.me.

6.2 Adapto will use commercially reasonable efforts to correct errors or to provide you with a workaround as soon as possible during normal business hours. Correction of errors are you sole remedy for any errors in the Adapto Services.

7. Proprietary Rights

7.1 You acknowledge and agree that Adapto owns all legal right, title and interest in and to the Adapto Services, including any intellectual property rights which subsist in the Adapto Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

8. Rights from Adapto and Restrictions

8.1 Adapto gives you a personal, EU-wide, royalty-free, non-assignable and non-exclusive right to use the Adapto Services as provided to you by Adapto. This right is for the sole purpose of enabling you to use and enjoy the benefit of the Adapto Services as provided by Adapto, in the manner permitted by the Terms.

8.2 You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Adapto Services or any part thereof; or (b) attempt to disable or circumvent any security mechanisms used by the Adapto Services; or (c) any applications running on the Adapto Services.

8.3 Adapto hereby grants you a limited, non-exclusive, royalty-free, non-transferable right, with no right to sub-grant, to display the Adapto trademarks and/or logos as provided here (“Marks”) for the sole purpose of promoting or advertising that you use the Adapto Services and solely in accordance with Adapto’s then current Trademark Usage Guidelines. You agree that all goodwill generated through your use of the Adapto Marks will be of benefit to Adapto.

9. Modification and Termination of the Adapto Services

9.1 Adapto is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Adapto Services which Adapto provides may change from time to time without prior notice to you. Changes to the form and nature of the Adapto Services will be effective with respect to all versions of the Adapto Services; examples of changes to the form and nature of the Adapto Services include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements.

9.2 You may terminate these Terms within the current month plus a thirty (30) days’ notice.  You will not receive any refunds if you cancel your account.

9.3 You are solely responsible for exporting your Content from the Adapto Services prior to termination of your account for any reason. Adapto will provide you a reasonable opportunity to retrieve your Content.

10. Exclusion of Warranties

10.1 Nothing in these terms, will exclude or limit Adapto’s warranty or liability for losses which may not be lawfully excluded or limited by applicable Danish law.

10.2 You expressly understand and agree that your use of the Adapto service is at your sole risk and that the Adapto services are provided “as is” and “as available.”

10.3 Adapto makes no express warranties and disclaims all implied warranties regarding the Adapto services, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. Without limiting the generality of the foregoing, Adapto does not represent or warrant to you that: (a) your use of the Adapto services will meet your requirements, (b) your use of the Adapto services will be uninterrupted, timely, secure or free from error, and (c) usage data provided through the Adapto services will be accurate.

11. Limitation of Liability

11.1 You expressly understand and agree that Adapto will not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This will include, but not be limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered or other intangible loss.

11.2 The limitations on Adapto’s liability to you in paragraph 11.1 above will apply whether or not Adapto has been advised of or should have been aware of the possibility of any such losses arising.

12. Indemnification

12.1 You agree to hold harmless and indemnify Adapto from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Adapto Services, or (c) your violation of applicable laws, rules or regulations in connection with the Adapto Services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorney’s fees, of every kind and nature. In such a case, Adapto will provide you with written notice of such claim, suit or action.

13. Changes to the Terms

13.1 Adapto may make changes to the Terms from time to time. If we change the Terms in any substantive way, we will give you at least thirty (30) days’ notice before the changes take effect, during which period of time you may reject the changes by terminating your account.

13.2 You understand and agree that if you use the Adapto Services after the date on which the Terms have changed, Adapto will treat your use as acceptance of the updated Terms.

14. General Legal Terms

14.1 The Terms constitute the whole legal agreement between you and Adapto and govern your use of the Adapto Services.

14.2 There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.

14.3 You agree that Adapto may provide you with notices, including those regarding changes to the Terms, by email or postings on the Adapto Services. By providing Adapto your email address, you consent to our using the email address to send you any notices required.

14.4 You agree that if Adapto does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Adapto has the benefit of under any applicable law), this will not be taken to be a formal waiver of Adapto’s rights and that those rights or remedies will still be available to Adapto.

14.5 Adapto will not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.

14.6 The Terms, and your relationship with Adapto under the Terms, will be governed by Danish law. The parties will attempt to solve any disputes arising through negotiation. Where the parties have failed to settle a dispute by negotiation, the dispute will be settled by the Danish Courts.

14.7 Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under these Terms, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph will be, at the non-assigning party’s election, termination of your use of the Adapto Services upon written notice to the assigning party.

Date of last update:
30. August 2018