This Terms of Use Agreement (“Agreement”) is between ADI Analytics LLC (“ADI Analytics”), a Texas-based firm, and the individual or entity (“Subscriber”) who subscribes to the ADI Plus product (“Services”). Your use of the Services means you accept these terms.
These terms apply only to ADI Plus subscribers and separate, specific terms governing the use of the ADI Analytics public website can be found here.
1. Acceptance, Changes, and Governing Law
Acceptance
By accessing or using the Services, you agree to be bound by all the terms and conditions in this Agreement. If you do not accept these terms, you may not use the Services.
Changes to Terms
ADI Analytics reserves the right, in its sole discretion, to change the Terms under which the Services are offered. The most current version of the Terms of Use will supersede all previous versions. ADI Analytics encourages you to periodically review the Terms of Use to stay informed of updates.
Governing Law
This Agreement will be governed by and construed pursuant to the laws of the State of Texas, without regard to any conflicts of laws principles.
2. Subscriber License and Use
ADI Analytics grants you a non-exclusive, non-transferable, revocable license to access and use the Services strictly for your internal business research or the research of your employer or an affiliated company.
Permitted Use of Materials (“Materials”)
- You may display the Materials on screen.
- You may make printouts of individual items from the Materials.
- You may download and store a single copy of the Materials in machine-readable form for your exclusive use.
Prohibited Use
- Sharing: You may not share your log-in information or password with any unauthorized person (“Unauthorized Person”), which means any person who isn’t a Subscriber.
- Distribution/Resale: You may not make multiple printouts or copies for distribution to Unauthorized Persons, re-sell the Services or Materials, or make them available on any network (LAN, WAN, intranet, or extranet) to Unauthorized Persons.
- Modification: You will not modify, publish, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found in the Services. ADI Analytics’s content is not for resale.
- Attribution: You will not attribute ADI Analytics’s Services as your own. ADI Analytics reserves the right of attribution and credit for the content of the Services to itself.
3. Fees, Payment, and Termination
Subscription Term and Payment
The subscription term for the Services is annual. You agree to pay the Subscription Fee for the current annual term, and payment is due prior to the commencement of the subscription.
Automatic Renewal and Cancellation Policy
- Automatic Renewal: Your subscription will automatically renew for subsequent annual terms at the prevailing renewal rate unless you notify ADI Analytics of your intent to cancel.
- Cancellation Notice: To cancel the automatic renewal, you must provide written notice to ADI Analytics via e-mail.
- Effect of Cancellation: If you provide notice of cancellation, your access to the Services will continue for the remainder of the current annual term. The subscription and all obligations will terminate only at the completion of that current annual term, and no further fees will be charged.
- Refunds: Because this is an annual subscription, no refunds (pro-rata or otherwise) will be issued if you cancel before the end of your current annual term.
Termination by ADI Analytics
ADI Analytics reserves the right, in its sole discretion, to terminate your access to the Services, without notice, if you breach this Agreement.
Account Security
You are responsible for maintaining the confidentiality of your account and password and for all activities that occur under your account. You may not assign or otherwise transfer your account to any other person or entity.
4. Intellectual Property and Confidentiality
Intellectual Property
All content included as part of the Services, such as text, graphics, logos, images, and any software, is the property of ADI Analytics or its suppliers and is protected by intellectual property laws. You agree that you do not acquire any ownership rights in any protected content.
Confidential Information
- Obligation: Each party agrees to maintain in confidence any proprietary or non-public information of the other party that the receiving party knows or reasonably should know is confidential (“Confidential Information”).
- Restriction: The receiving party shall not disclose, transmit, or make available any Confidential Information to any entity, person, or body, except as necessary to perform its obligations under this Agreement.
- Exclusions: Confidential Information does not include information that is already known to the receiving party, is or becomes publicly known through no wrongful act of the receiving party, is disclosed on a non-confidential basis by a third party, or is independently developed by the receiving party.
5. Third-Party Links and Services
External Links and Disclaimer
The Services may include links to external websites. ADI Analytics is not responsible for the owners, operators, products, or content of these external websites and does not give or enter into any conditions, warranties, or representations in relation to them.
Third-Party Services
Certain Services may be delivered by third parties. You consent that ADI Analytics may share information and data with any third party with whom it has a contractual relationship to provide the requested Services.
6. Disclaimers and Limitation of Liability
Disclaimers
The Services and Materials are provided on an “as is” basis to the maximum extent permitted by applicable law. ADI Analytics makes no representations or warranties as to the accuracy or completeness of the data and disclaims all implied warranties or conditions of merchantability or fitness for a particular purpose.
Limitation of Liability
- In no event shall ADI Analytics’s total liability for any claim arising from your use of the Services or Materials exceed the amount you paid for the Services during the subscription period in which the damage occurred.
- ADI Analytics shall have no liability for indirect or consequential loss or damage.
- If you are dissatisfied with any portion of the Services, your sole and exclusive remedy is to discontinue using the Services.
7. Indemnification
Indemnification by Subscriber
You agree to indemnify, defend, and hold harmless ADI Analytics, its officers, directors, and employees, for any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of or inability to use the Services, your violation of this Agreement, or your violation of any third party’s rights or applicable laws.
Indemnification by ADI Analytics (IP Claims)
ADI Analytics will indemnify, defend, and hold you harmless against any third-party claim or liability arising out of or related to a claim that your use of the Services in accordance with this Agreement infringes any third party intellectual property right. This states your sole and exclusive remedy for any such claim.
8. Dispute Resolution
Arbitration
Any controversy or claim arising out of or relating to the Services, our fees, or this Agreement shall be settled by binding arbitration administered in Houston, Texas, U.S.A. pursuant to a single arbitrator arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Jurisdiction and Jury Waiver
The parties consent to the exclusive jurisdiction and venue of courts in Texas for any non-arbitrable disputes. Each party hereby irrevocably waives its rights to trial by jury in any action or proceeding arising out of this Agreement.
9. General Provisions
- Force Majeure: Neither party shall be in default if its failure to perform any obligation under this Agreement is caused solely by supervening conditions beyond that party’s reasonable control (e.g., acts of God, war, strikes, third-party internet service interruptions).
- No Implied Waivers: Neither party’s failure to insist upon or enforce strict performance of any provision of this Agreement will be construed as a waiver of any provision or right.
- Severability: If any provision of this Agreement is found to be unenforceable, that provision shall not affect the enforceability of any other provisions of this Agreement.
- Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements relating to the subject matter hereof.