Terms of Service

Unless otherwise indicated, the Website is the property of Adapter and all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics of any nature and regardless of format (herein, collectively or individually, the “Content”) and the trademarks, service marks, and logos contained there (the “Marks”) are owned and controlled by Adapter and are protected by copyright and trademark laws and any other applicable intellectual property law or regulation of the United States, foreign jurisdictions and international conventions. The Content and Marks are provided “As-Is” for your information and personal use only. Except as expressly provided herein, no part of the Website and no Content may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without Adapter's express prior written permission. Adapter reserves all rights in the Website, Content and Marks.

All software, code, designs and original source files created on Client's behalf (“Projects”) belong to Client upon full payment, and Client shall be the sole owner of the copyright for all Projects. In the event that any operation of law would cause Adapter to become the owner of a Project, in whole or in part, rather than Client, Adapter irrevocably and perpetually assigns its entire interest in the Project to Client, without limitation.

Client warrants that any and all materials provided to Adapter as examples or as material to be incorporated into a project during the development process are owned by Client and do not infringe on or misappropriate any third party's rights, including, but not limited to, all intellectual property rights and any right of publicity.

Adapter retains ownership of pre-existing tools, libraries, frameworks, and methodologies used in the delivery of services. Adapter may use general knowledge, skills, and experience acquired during projects for future work.

In the event that any Project incorporates third-party software, libraries, APIs, or fonts that require a commercial license in order for Client to legally use, reproduce, distribute, or publicly deploy the Project (“Third-Party Software”), Adapter will inform Client in writing that one or more Third-Party Software components have been incorporated and that Client will need to obtain the appropriate licenses from the respective rights-holders.

Open source components used in projects remain subject to their original licenses. So long as Adapter has informed Client of the incorporation of Third-Party Software as described above, Client assumes all responsibility for any consequences as a result of a failure by Client to obtain required licenses.

By using the Website, Client represents and warrants that:

• Client has the legal capacity and agrees to comply with these Terms of Use;
• Client is not a minor in the jurisdiction of their domicile;
• Client will not access the Website through automated or non-human means;
• Client will not use the Website for any illegal or unauthorized purpose;
• Client's use of the Website will not violate any applicable law or regulation.

Client shall not access or use the Website for any purpose other than that for which the Website is made available to the Client. The Website may not be used in connection with any commercial endeavors except those related to the work performed by Adapter on behalf of the Client. Further, Client agrees to refrain from the following:

• Make any unauthorized use of the Website;
• Retrieve data or content for the purposes of creating or compiling a database or directory;
• Circumvent, disable, or otherwise interfere with security-related features on the Website;
• Engage in unauthorized framing or linking of the Website;
• Trick, defraud or mislead Adapter or other users;
• Interfere with, disrupt or create an undue burden on the Website or Adapter's networks or servers;
• Use the Website in an effort to compete with Adapter;
• Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Website;
• Upload or transmit, or attempt to do so, viruses, Trojan horses, or other material that interferes with any party's use of the Website;
• Disparage, tarnish or otherwise harm Adapter;
• Use the Website in a manner inconsistent with any applicable laws, statutes or regulations.

Client acknowledges and agrees that any questions, comments, suggestions or other feedback or submission (each a “Submission”) shall be the property of Adapter and Adapter is under no obligation to keep a Submission confidential or take steps necessary to ensure the confidentiality of a Submission, except to the extent that rights are granted to Client under Paragraph 2 (“Ownership of Materials”). Client agrees that it has the right to articulate and put forth the Submission and Client hereby waives all claims and recourse against Adapter for its use of the Submission in accordance with the terms hereof.

Adapter treats Client information with strict confidentiality and uses it only for providing services. Confidential information will not be disclosed to third parties without prior written consent. Adapter implements reasonable security measures to protect confidential information. Confidentiality obligations survive the termination of the Client relationship. These obligations do not apply to information that is publicly available, independently developed, or rightfully received from third parties.

Fees and payment terms are specified in project agreements or statements of work. Invoices are payable within the timeframe specified in the agreement. Late payments may incur interest charges and suspension of services. Pricing does not include taxes, which are the Client's responsibility. Additional services beyond the agreed scope will require separate agreements and fees.

By using the Website, Client agrees to be bound and abide by the Privacy Policy and the terms more particularly set forth therein and adopted and incorporated herein. The Website is hosted in the United States of America. Access of the Website from the EU, Asia or other region of the world may result in the applicability of laws, statutes or regulations differing from those of the United States which govern personal data collection, use or disclosure. Client's continued use of the Website and transfer of data to the United States constitutes express consent of Client to the transfer and processing of data in the United States. Adapter does not knowingly accept or solicit information from individuals under the age of 18.

Adapter reserves the right to deny refunds based on its own discretion and without notice or liability to Client. Refund requests are assessed on a case by case basis. Should Client request a refund and the refund is granted, all materials produced by Adapter during that time are ownership of Adapter and are prohibited from being used by the Client in any way. Furthermore, non-refundable processing fees associated with the transaction will not be refunded. Adapter reserves the right to take appropriate legal actions against Client for breach of this paragraph.

Adapter reserves the right to change, alter, modify, amend or remove anything or any content on the Website for any reason at its sole discretion. Adapter reserves the right to modify or discontinue all or part of the Website without notice and without liability to Client.

Adapter does not guarantee or warrant the Website will be available and accessible at all times. Issues with hardware, software or other items may result in interruption delays or errors beyond Adapter's control. Client agrees that Adapter shall not be liable to Client for any loss, damage or inconvenience caused by Client's inability to access or use the Website during any interruption in the connection or service.

These Terms of Use shall be governed by and construed in accordance with the laws of the State of Texas without regard to conflict of law principles.

Any legal action of whatever nature shall be brought in the state courts of Travis County, Texas or in the United States District Court for the Western District of Texas. The parties hereto consent to personal jurisdiction in said courts and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms of Use.

The Website is provided on an as-is, as-available basis. Client agrees that its use of the Website and Services are at Client's sole risk. Adapter disclaims all warranties, express or implied, in connection with the Website and Client's use thereof, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Adapter makes no warranties or representations about the accuracy or completeness of the Website or any content thereon and assumes no liability for any errors, mistakes or inaccuracies of content and materials, personal injury or property damage, of any nature whatsoever, any unauthorized access to or use of Adapter's secure servers and/or any personal information and/or financial information stored therein, any interruption or cessation of transmission to or from the site, any bugs, viruses, Trojan horses or the like which may be transmitted to or through the Website by any third party and/or any errors or omissions in content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted or otherwise made available through the Website.

Adapter and its directors, employees, members, independent contractors or agents shall not be liable to Client or any third party for any direct, indirect, consequential, incidental, special or punitive damages, including lost profit, lost revenue, lost data, attorneys' fees, court costs, fines, forfeitures or other damages or losses arising from Client's use of the Website.

Client agrees to defend, indemnify and hold harmless, Adapter and its subsidiaries, affiliates and all respective officers, members, agents, partners, employees and independent contractors from and against any loss, damage, liability, claim or demand including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) use of the Website; (2) breach of these Terms of Use; (3) any breach of Client's representations and warranties set forth herein; (4) Client's violation of the rights of any third party, including but not limited to intellectual property rights. Notwithstanding the foregoing, Adapter reserves the right, at Client's expense, to assume control and defense of any matter for which Client shall be required to indemnify Adapter hereunder. Client agrees to cooperate with the defense of such claims.

Client is solely responsible for all data transmitted to or that relates to any activity Client has undertaken using the Website. Adapter shall have no liability to Client for any loss or corruption of any such data and Client hereby waives any right of action against Adapter from any such loss or corruption.

Client hereby consents to receive electronic communications from Adapter and Client agrees that all agreements, notices, disclosures and other communications sent via email or through the Website satisfy any legal requirement that such communication be in writing. Client hereby agrees to the use of electronic signatures, contracts, orders and other records, and to electronic delivery of notices, policies and records of transactions initiated or completed by Adapter or through the Website. Client hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records or to payments or the granting of credits by any means other than electronic.

Adapter reserves the right to share work produced for Client on digital channels including social media, website, portfolio, case studies, etc. unless otherwise agreed upon. The Client reserves the right to issue an NDA between themselves and Adapter, which in turn would void the right of Adapter to share or discuss Client's work publicly.

These Terms of Use and any policies posted on the Website or regarding the Website constitute the entire agreement and understanding between the Client and Adapter. Failure of Adapter to enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. If any provision or part of these Terms of Use is determined to be unlawful, void or unenforceable, that provision shall be severed from these Terms of Use but shall not otherwise affect the validity or unenforceability of the remaining provisions herein. Nothing in these Terms of Use, the Privacy Policy or on the Website shall be construed to constitute the forming of a joint venture, partnership, employment or agency relationship between Client and Adapter.

For any questions or complaints regarding the Website, please contact Adapter at: hello@adapterlabs.com.