TERMS OF SERVICE
Welcome to Adably Labs, Inc.’s (“Adably” or “we” or “us”) website hosted at adablylabs.com (“Website” or “Site”),
and accessed using our browser extension (hereinafter “Extension”), and any other affiliate websites or applications
related to Adably (together, collectively the “Service”).
PLEASE REVIEW THE FOLLOWING TERMS AND CONDITIONS CONCERNING YOUR USE OF AND ACCESS TO THE SERVICE. BY ACCESSING AND/OR
USING THE SERVICE, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS OF SERVICE ("TERMS"). IF YOU DO NOT AGREE WITH
THESE TERMS, YOU MAY NOT USE THE SERVICE.
NOTICE OF ARBITRATION AGREEMENT AND CLASS ACTION WAIVER: THIS AGREEMENT INCLUDES A BINDING ARBITRATION CLAUSE AND A
CLASS ACTION WAIVER, SET FORTH BELOW, WHICH AFFECT YOUR RIGHTS ABOUT RESOLVING ANY DISPUTE WITH THE COMPANY.
PLEASE READ IT CAREFULLY.
INFORMATION FOR USERS
Account Creation. You are eligible to use the Service if you are the age of 18 or older.
You are ineligible to use the Service if you have been suspended by Adably or you are under the age of 18. By becoming
a user of the Service, you represent and warrant that you have the right, authority and capacity to use the Service
and to abide by the Terms of Service. Your registration with the Service is for your sole use. You may not authorize
others to use your account and you may not assign or otherwise transfer your account to any other person or entity.
In order to use certain features of the Service, Users will need to download and install a browser extension.
Use of this browser extension is subject to Adably’s Privacy Policy.
GENERAL PROVISIONS
Content and Accuracy of Information. We attempt to ensure that information on this Service
is complete, accurate and current. Despite our efforts, the information on this Service may be inaccurate, incomplete or
out of date. We make no representation as to the completeness, accuracy or currentness of any information on this Service.
Use of Service Content. All materials provided by the Service, including, but not limited
to, information, images, graphics, logos, sounds, compilations, content and services (“Content”) are protected by and
subject to copyright, trademark, patent, trade secret and other laws and are owned or controlled by Adably, its
affiliates, or their respective partners, vendors, licensors, agents and/or representatives (whether or not such persons
are credited as the provider of the Content). Adably reserves all rights in and to the Content not expressly granted to
you hereunder. You shall have no rights to the Content and you shall abide by all additional copyright notices,
information, or restrictions contained in any Content accessed through the Service.
None of the Content may be modified, copied, stored, printed, reproduced, distributed, republished, hosted, performed,
downloaded, displayed, posted, reposted, transmitted and/or otherwise used in any form or by any means, including but not
limited to electronic, mechanical, recording, or other means, without the prior express written permission of Adably.
Also, you may not "mirror" or “archive” any Content contained on the Service on any other server without Adably’s prior
express written permission.
You may not sublicense, assign or transfer any licenses granted by Adably, and any attempt at such sublicense, assignment
or transfer shall be null and void. You may not otherwise copy, distribute, modify, reverse engineer, or create derivative
works of the Content.
Except where expressly provided otherwise by Adably, nothing on the Service shall be construed to confer any license or
ownership right in or to the Content, under any of Adably’s intellectual property rights, whether by estoppel, implication,
or otherwise.
Any unauthorized use of any Content contained on the Service may violate copyright laws, trademark laws, the laws of
privacy and publicity, and/or communications regulations and statutes. It is the Users’ obligation to comply with all
applicable state, federal and international laws. Users are responsible for maintaining the confidentiality of their
account information and password and for restricting access to such information and to their computer. Users agree to
accept responsibility for all activities that occur under your account or password.
Termination. You or we may suspend or terminate your account or your use of this Service at
any time, for any reason or for no reason. We reserve the right to change, suspend, or discontinue all or any aspect of
this Service at any time without notice.
PANEL DATA
You acknowledge and agree to assign all worldwide rights, title and interest in copyrights and other intellectual property
rights to all data and information acquired through the use of the Extension (collectively, “Panel Data”). You represent
that you have the right to grant Adably these rights. Adably shall be free to use and/or disseminate such Panel Data on an
unrestricted basis for any purpose.
LIMITATION OF LIABILITY
IN NO EVENT SHALL ADABLY, ITS AFFILIATES, OR ANY THIRD PARTY PROVIDERS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE,
SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY DAMAGES TO YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT,
OR OTHER PROPERTY AND/OR FOR LOSS OF DATA, CONTENT, IMAGES, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, ARISING OUT
OF, OR IN ANY WAY CONNECTED WITH THESE TERMS, INCLUDING BUT NOT LIMITED TO THE ACCESSING OR USE OF, OR INABILITY TO USE,
THE WEBSITE AND THE SERVICES ASSOCIATED THEREWITH INCLUDING BUT NOT LIMITED TO THE DOWNLOADING OF ANY MATERIALS, REGARDLESS
OF CAUSE, WHETHER IN AN ACTION IN CONTRACT OR NEGLIGENCE OR OTHER TORTIOUS ACTION, EVEN IF THE PARTY FROM WHICH DAMAGES ARE
BEING SOUGHT OR THE THIRD PARTY PROVIDER HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LICENSES FROM ADABLY
Users are being granted solely a limited, non-exclusive, non-transferrable, license to use the Service. Except for the
limited license, no right, title, interest shall be transferred to you.
REPRESENTATIONS AND WARRANTIES
Each User represents and warrants that it has the power and authority to enter into these Terms. Adably warrants that it
will provide the Service in a manner consistent with its business practices, as Adably, in its sole and absolute discretion,
deems fit.
DISCLAIMER OF WARRANTIES
EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY ADABLY, THE MATERIALS ON THE WEBSITE ARE PROVIDED "AS IS," AND ARE FOR USE AS
CONTRACTED HEREIN. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, ADABLY, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS
HEREBY DISCLAIM ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS WITH REGARD TO THE WEBSITE,
THE MATERIALS, AND SERVICES ASSOCIATED THEREWITH INCLUDING BUT NOT LIMITED TO ANY IMPLIED REPRESENTATIONS, WARRANTIES,
GUARANTIES, AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND QUALITY OF
SERVICES EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. ADABLY, ITS AFFILIATES, AND ITS
THIRD-PARTY PROVIDERS MAKE NO REPRESENTATIONS, GUARANTIES OR WARRANTIES REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS,
QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE WEBSITE AND THE SERVICES AND CONTENT ASSOCIATED WITH THE
WEBSITE, OR THE RESULTS YOU MAY OBTAIN BY ACCESSING OR USING THE WEBSITE AND/OR THE SERVICES AND/OR CONTENT ASSOCIATED
THEREWITH. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ADABLY, ITS AFFILIATES, AND ITS THIRD-PARTY PROVIDERS DO NOT
REPRESENT OR WARRANT THAT (A) THE OPERATION OR USE OF THE WEBSITE OR SERVICE WILL BE TIMELY, SECURE, UNINTERRUPTED OR
ERROR-FREE; (B) THE QUALITY OF ANY SERVICES WILL MEET YOUR REQUIREMENTS; OR (C) THE SERVICES, CONTENT, OR THE SOFTWARE THAT
MAKE THE SERVICES AND WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT NEITHER ADABLY,
ITS AFFILIATES, NOR ITS THIRD-PARTY PROVIDERS CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE
INTERNET, AND THAT THE WEBSITE AND SERVICES AND/OR MATERIALS ASSOCIATED THEREWITH MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND
OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. ADABLY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY
FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY ADABLY, THE WEBSITE AND
THE SERVICES ASSOCIATED THEREWITH ARE PROVIDED TO YOU ON AN "AS IS" BASIS. ADABLY EXPRESSLY DISCLAIMS ANY WARRANTY RELATED
TO THE QUALITY OF THE SERVICES AND THE PERSONS OR BUSINESSES REFERENCED ON THE WEBSITE. YOU USE THIRD PARTY PROVIDERS AND
AFFILIATED SERVICES AT YOUR PERIL AND ASSUME ALL RISKS RELATED TO USE OF SAID THIRD PARTY PROVIDERS AND SERVICES.
YOUR RESPONSIBILITIES
Users will comply with all applicable local, state, national and foreign laws, treaties, regulations and conventions in
connection with your use of the Service, including without limitation those related to data privacy, international
communications, and the exportation of technical or personal data from locations other than the location from which Adably
controls and operates the Service associated therewith.
NOTICES
Adably may give notice by means of a general notice on the website, app, or by electronic mail to your e-mail address on
record in Adably’s account information. All notices shall be deemed to have been given four days after mailing or 36 hours
after sending by email or posting to the Website.
You may give notice to Adably at any time by letter sent by registered mail with return receipt to:
Adably Labs, Inc., Attn: Privacy Officer, 501 Santa Monica Blvd., Suite 301, Santa Monica, CA 90401.
RESOLUTION OF DISPUTES – MANDATORY ARBITRATION AND CLASS ACTION WAIVER
We offer the following process to help you resolve a complaint or Dispute (as defined below) that you may have with Adably
or its third-party providers in connection with the use of this Service. Please read this section carefully. Our Customer
Service Department, which you can reach at hello@adably.com can help you resolve most
of your concerns. If our Customer Service Department is unable to resolve your complaint or Dispute, you agree to take the
following steps to resolve any Dispute you may have with us.
Step 1. Notice of Dispute
You must first try to resolve any complaint or Dispute with us through our Notice of Dispute process. You begin by
submitting a “Notice of Dispute” with any supporting documents or other information by U.S. Mail to:
Adably Labs, Inc.
Attention: Notice of Dispute
501 Santa Monica Blvd., Suite 301
Santa Monica, CA 90401
A “Notice of Dispute” is a written form in which you provide your name, address, contact information, email address, the
facts regarding your Dispute, and the relief you are requesting from us. Once we receive your Notice of Dispute, you and
we will attempt to resolve any Dispute through informal negotiation within forty-five (45) days from the date the Notice
of Dispute is received by us. If an agreement cannot be reached within forty-five (45) days of receipt of the Notice of
Dispute, you or we may initiate an arbitration proceeding or small claims action as described below.
You agree that the term “Dispute” in these Terms of Use will have the broadest meaning possible. It applies to any dispute,
action, or other controversy between you and us relating to the Website, the Services, the Terms of Service (or any breach
thereof) – whether in contract, warranty, tort, laws or regulation. The term also applies to any dispute over the validity,
enforceability, or scope of this arbitration provision.
Step 2: Arbitration
If your Dispute is not resolved to your satisfaction within 45 days from when we received your Notice of Dispute, you and
we agree to arbitrate all Disputes between us. As explained below, you and we also may also have the right to bring an
individual action before a Small Claims Court for certain claims. You agree that arbitration or a small claims action will
be your sole and exclusive remedy to resolve any dispute with us. The Federal Arbitration Act applies to this Agreement.
By agreeing to arbitrate, you are giving up the right to litigate (or participate in as a party or class member) any and
all Disputes in a court before a judge or jury (except Small Claims Court). Instead, a neutral arbitrator will resolve all
Disputes.
To read more about arbitration, visit www.adr.org. The American Arbitration Association
(“AAA”) will conduct any arbitration under its Consumer Arbitration Rules in effect at that time. You can review the
Consumer Arbitration Rules here:
https://www.adrservices.com/wp-content/uploads/2020/01/ADR-ARBITRATION-RULES-Version-1-28-20-FINAL.pdf.
You may begin an arbitration with us by completing a Demand for Arbitration form, available by clicking here:
https://www.adrservices.com/wp-content/uploads/2016/10/Demand-for-Arbitration-form-Updated-1-1-20.pdf.
The completed form(s) should be returned directly to the AAA. The AAA will assign someone to manage your case. You
will be contacted with instructions for continuing the arbitration process. Be sure to keep a copy of everything you send
to the administrator of your arbitration or us. If, for any reason, the AAA is unavailable, the parties shall mutually
select another arbitration forum which will be governed by the AAA Consumer Arbitration Rules. The AAA rules will determine
whether the arbitration will take place through written submissions by you and us, by telephone, or in person.
Class Action Waiver
Any proceedings to resolve or litigate any Dispute in any forum will be conducted solely on an individual basis. Class
arbitrations, class actions, private attorney general actions, consolidation of your Dispute with other arbitrations, or
any other proceeding in which either party acts or proposes to act in a representative capacity or as a private attorney
general are not permitted and are waived by you, and an arbitrator will have no jurisdiction to hear such claims. If a
court or arbitrator finds that the class action waiver in this section is unenforceable as to all or some parts of a
Dispute, then the class action waiver will not apply to those parts. Instead, those parts will be severed and proceed in a
court of law, with the remaining parts proceeding in arbitration. If any other provision of this Dispute resolution section
is found to be illegal or unenforceable, that provision will be severed with the remainder of this section remaining in
full force and effect.
Costs
If you initiate an arbitration proceeding with the AAA, we will promptly reimburse you for any standard filing fee you may
have been required to pay by the AAA, once you have notified us in writing and provided a copy of the arbitration demand.
However, if we are the prevailing party in the arbitration, we will be entitled to seek and recover our attorneys’ fees
and costs, subject to the arbitrator’s determination and applicable law.
Small Claims Option
You may also litigate any Dispute in Small Claims Court in the County of Los Angeles, California, if the Dispute meets all
requirements to be heard in the small claims court. You can learn more about the Small Claims Court in the County of
Los Angeles by clicking here:
https://www.lacourt.org/division/smallclaims/smallclaims.aspx.
However, if you initiate a Small Claims case, you are responsible for all your court costs.
Choice of Law and Forum Selection
You agree that the laws of the State of California govern this agreement and any claim or Dispute or issues arising from it,
without regard to California’s conflict of laws rules. Unless you and we agree otherwise, in the event that the Agreement
to arbitrate above is found not to apply to you or to a particular claim or Dispute as a result of a decision by the
arbitrator or a court order, you agree that any Disputes or claims that you may have against us reside in and will be
resolved by a state or federal court located in the County of Los Angeles in the State of California and you agree and submit
to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.
These Terms (together with the Privacy Policy) represent the parties' entire understanding relating to the use of the Service
and supersedes any prior or contemporaneous, conflicting or additional, communications. Adably reserves the right to change
these Terms or policies relating to the Service at any time and from time to time, and such changes will be effective upon
being posted herein. You should visit this page from time to time to review the then current Terms because they are binding
on you. Certain provisions of these Terms may be superseded by expressly designated legal notices or terms located on
particular pages of the Website, which may be posted from time to time. Your continued use of the Service after any such
changes and/or postings shall constitute your consent to such changes. If any provision of these Terms is held by a court
of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed to reflect the intentions
of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
You may not assign these Terms without the prior written approval of Adably. Any purported assignment in violation of this
section shall be void. Adably reserves the right to use third party providers in the provision of the Service and/or Content
associated therewith. In the event of any litigation of any controversy or dispute arising out of or in connection with these
Terms, its interpretation, its performance, or the like, the prevailing party shall be awarded reasonable attorneys' fees and
expenses, court costs, and reasonable costs for expert and other witnesses attributable to the prosecution or defense of that
controversy or dispute. Any and all rights not expressly granted herein are reserved by Adably.
UNITED STATES AND CANADA ONLY
Unless otherwise specified, the Service is solely for use within the United States and Canada and you warrant that you are using the
service from within the United States or Canada. Whether inside or outside the United States or Canada, you are solely responsible for compliance
with any applicable local laws.
If you have any questions regarding these terms or wish to contact us for any matter:
Email: hello@adably.com
