Adaptive Professional Solutions LLC
Last updated: February 27, 2014
We may revise these Terms at any time by posting an updated version to this web page. You should visit this page periodically to review the most current Terms because they are binding upon you.
1. Description of Services
Adaptiveprofessionals.com is an online staffing service that provides users and providers of temporary accounting and finance services the ability to connect and carry out temporary assignments through an online platform.
In order to access features on the Site You will need to create an account. Adaptive Professionals first register with the Site as candidates by completing detailed professional profiles customized for the accounting and finance profession. Members who are seeking temporary accounting and finance services (“Clients”) register with the site and post detailed job postings. When completing profiles and job postings members are provided options to include characteristics such as skill sets, work experience, education, certifications, profile pictures, video resumes and desired hourly rates. Many of the available characteristics are customized for the accounting and finance profession. These characteristics are then used by the Site to present potential matches of Adaptive Professionals to job postings, and for members to perform searches using these characteristics as filter criteria.
When an Adaptive Professional begins work on an assignment they are temporary employees of the Company.
Members are also provided the ability for the Client to directly employ the Adaptive Professional by opting-out of the temporary staffing and employment arrangement.
We also operate a groups platform on the Site that enables registered users to communicate and share information with other registered users who share a common interest or bond.
All assignments must be located in the United States and Adaptive Professionals must be authorized to work in the United States.
2. Adaptive Professionals
To become a registered user of the Site, potential Adaptive Professionals must first register on the site and supply sufficient background information in their profile. Adaptive Professionals are then provided the ability to apply for, and be invited to, jobs.
All Adaptive Professionals are required to have sufficient qualifications to enable them to perform services for accounting and finance assignments.
Once selected by a Client for an assignment, and having completed any necessary employment paperwork such as the Form I-9 proof of employability in the United States, Adaptive Professionals conduct work on assignments as employees of Adaptive. Adaptive is responsible for managing payroll, payroll taxes, government documents, benefits and insurance. Clients are responsible for the supervision, direction and control of the day-to-day activities of each Adaptive Professional assigned to them. Adaptive Professionals are responsible for performing the work assigned by the Client.
Adaptive Professionals working on assignments are assumed to be non-exempt for purposes of any applicable overtime laws and are therefore paid on an hourly basis.
Client and Adaptive agree that Adaptive Professionals will not have the authority to sign tax returns, render accounting or legal opinions, issue negotiable instruments or make final decisions of the nature of those generally made by Client’s executives, officers or directors.
3. Background Checks
Background checks utilized by the Company in its screening process of potential Adaptive Professionals are regulated by the Fair Credit Reporting Act (FCRA), consist of a search for criminal history, and are provided by a third party consumer reporting agency. Adaptive does not provide background check reports to Clients. Potential Adaptive Professionals are provided background check authorization and disclosure forms as part of the Site registration process. Copies of the background check report are provided to Adaptive Professionals once available.
By using the Site or Services as an Adaptive Professional, you acknowledge and agree Adaptive may review and use background checks you have ordered or authorized about yourself for the legitimate business purpose of protecting the safety and integrity of our Site and its users and reserves the right to terminate your membership based on the information contained in such report, even if such information was subsequently dismissed.
If Adaptive terminates your membership or access to the Site on the basis of information in a background check, we will notify you and provide you the name and contact information of the consumer reporting agency that created the report. We will also provide you a copy of the report unless the consumer reporting agency has already provided you a copy or access to it. You hereby represent, understand and expressly agree that Adaptive does not have control over or assume any responsibility for the quality, accuracy, or reliability of the information included in these background checks. Furthermore, any inaccuracies in the report must be addressed with the consumer reporting agency that issued it and not Adaptive.
By using the Site or Services as an Adaptive Professional, you hereby acknowledge and agree that Adaptive has the right, but not the obligation, to use a third party consumer reporting agency on an ongoing basis to use your personal information to run periodic background checks on you for the legitimate business purpose of protecting the safety and integrity of our Site and its users. Adaptive may order these checks when you register with Adaptive and thereafter in connection with your continued use of our Services and/or interaction with our Site (such as by contacting or communicating with other members, and posting or updating your profile, etc.). You understand and agree that Adaptive may review the information provided by the third party consumer reporting agency and that Adaptive retains the right to terminate your registration with the Site based on the information it receives from these checks, even if such information was subsequently dismissed.
BY AGREEING TO THESE TERMS AND USING OUR SITE AS AN ADAPTIVE PROFESSIONAL, YOU AGREE TO ALLOW ADAPTIVE TO PERFORM THESE BACKGROUND CHECKS FOR THE PURPOSES DESCRIBED ABOVE. IF YOU DO NOT WANT THESE BACKGROUND CHECKS TO BE PERFORMED, YOU SHOULD NOT USE THE SITE.
Users hereby represent, understand and expressly agree that these background checks are not always accurate or complete (or based on information that is accurate or complete) and that the specific records searched, and the comprehensiveness of the search, varies by the state and county where the check is performed. For example, many jurisdictions only include felony conviction records (and not, for example, misdemeanor or arrest records) in the national criminal data base, which is the only data source utilized for background checks other than the sexual offender registry. Moreover, some states include only registered sex offenders in that database.
You expressly acknowledge that Adaptive has no obligation to perform background checks on any registered users. To the extent Adaptive performs such background checks, the checks are limited and should not be taken as complete, accurate, up-to-date or conclusive evidence of the accuracy of any information those users have provided or of their eligibility to use the Services.
Adaptive only uses background check reports as part of its screening process of potential Adaptive Professionals and does not provide these background check reports to Clients. If an Adaptive Professional, whether potential, current, or former, decides to share information provided by a background check furnished to you as part of the Services, to any party other than Adaptive, you agree to indemnify and hold harmless Adaptive from any loss, liability, damage, or costs that may result from such access, use, or sharing of this information regardless of the cause. Adaptive does not assume and expressly disclaims, and you hereby agree to release Adaptive from, any loss, liability, damage, or costs that may result from the use of information provided in a background report including, without limitation, the inaccuracy or incompleteness of any such information.
4. Client Responsibilities
As a Client you may use the Site and Services to obtain resources for your temporary accounting and finance assignments. In doing so, you are solely responsible for performing the necessary activities associated with searching for, choosing, and supervising your chosen Adaptive Professional, from among those Adaptive Professionals available through the Site. Such specific activities include posting detailed job descriptions, searching for and screening potential Adaptive Professionals, conducting interviews, negotiating hourly rates, awarding jobs, supervising the chosen Adaptive Professional’s work, marking the assignment complete and providing ratings and reviews of the Adaptive Professionals performance on that assignment.
Client acknowledges and agrees that any Adaptive Professional selected by Client to work on Client’s assignment is based upon Client’s determination that the Adaptive Professional possesses the skills, background and education to satisfy the requirements of the assignment.
Client acknowledges and agrees that Adaptive will not control the workplace in which an Adaptive Professional will perform services for a Client. The Client shall be solely responsible for all decisions related to strategic, operational or other matters concerning Client’s business, including, but not limited to the supervision and scheduling of Adaptive Professionals.
Client shall comply with all national, state, provincial, federal and local laws, rules and regulations that govern or relate to its business, workplace, employees, safety and government contracting. Client agrees to comply with all such applicable laws, rules and regulations in its work with and treatment of Adaptive Professionals. Client shall comply with all reasonable directives regarding health and safety from Adaptive’s workers’ compensation carrier or any government agency.
The Client shall be solely responsible for the implementation and enforcement of any and all procedures that exist for the purpose of preventing the misappropriation, theft or embezzlement of the Client’s property, including without limitation intellectual property.
The Client acknowledges and agrees that any job posting prepared by you, among other things, forms the basis by which a) Adaptive Professionals consider working on your assignment, b) rate negotiations are conducted between you and the Adaptive Professional, and c) work is performed on the assignment. As such, Client acknowledges and agrees that job postings will substantially reflect the expected requirements of the assignment and that any material change in the requirements of the assignment will result in Client documenting the new or changed requirements in the message tab of the Job Page, as defined in Section 11. below, or creating and posting a new job posting that more accurately reflects the current requirements of the assignment, regardless of whether the same Adaptive Professional is expected to work on the newly posted assignment.
In instances where the Client has chosen an Adaptive Professional to work on the Client’s assignment, and the Adaptive Professional does not have a completed and verified I-9 Form on file with Adaptive, the Client acknowledges and agrees to act as Adaptive’s agent in electronically signing the employer section of the I-9 Form located on Client’s Job Page in the Site. In doing so, you will, on behalf of Adaptive, examine and compare actual supporting documents presented to you by the Adaptive Professional to those already digitally scanned and uploaded to your Job Page on the Site and previously reviewed by Adaptive, and confirm that those documents appear a) genuine, b) to be the same as those contained electronically on the Job Page, and c) relate to that Adaptive Professional.
You, as Client, further acknowledge and agree that the Adaptive Professional is not permitted to begin work on your assignment until a valid I-9 Form is completed and on file with Adaptive.
5. Equal Employment Opportunity; Policy Against Sexual Harassment and Other Illegal Harassment
Adaptive is an equal opportunity employer and does not discriminate against any candidate, applicant or employee, on the basis of race, color, religion, sex, national origin, age, creed, ancestry, veteran or military status, disability unrelated to the essential functions of a job, or any other basis prohibited by federal, state or local law. Further, Adaptive prohibits sexual and other illegal workplace harassment. The Client and Adaptive Professional shall comply with all federal, state, and local laws that prohibit unlawful discrimination or harassment, both in the workplace and in all activities conducted on the site, including but not limited to content included in job postings, profiles, messages and other written communications, as well as video resumes, profile pictures and in all interviews whether conducted in-person, phone, live streaming video on the Site, or recorded video on the Site.
To be eligible to use our Services, you must meet the following criteria:
- If you are registering to be an Adaptive Professional you are required to have sufficient qualifications to enable you to perform services for accounting and finance assignments.
- If you are registering as a client, job postings are required to be related to accounting and finance positions.
- Our Services are available only to individuals who are eighteen (18) years of age or older.
- The Site and the Services are currently available only to individuals and job assignments that are legally in the jurisdiction of the United States.
- If you are registering to be an Adaptive Professional, you must be legally permitted to work within the United States.
- If you are registering as a Client you may not have ever been (i) the subject of a complaint, restraining order or any other legal action involving, arrested for, charged with, or convicted of any felony, any criminal offense involving violence, abuse, neglect, fraud or larceny, or any offense that involves endangering the safety of others, dishonesty, negligence or drugs, or (ii) registered, or currently required to register, as a sex offender with any government entity.
- You must not be a competitor of Adaptive or using our Services for reasons that are in competition with Adaptive.
- Be financially responsible for your use of the Site and the purchase or delivery of all Services.
- You must not register for more than one Client account and one Adaptive Professional account without express written permission from Adaptive (except that you are allowed to be a Team Member of other accounts as provided below).
7. Adaptive’s Fees
Adaptive’s hourly bill rate to the client for work performed consists of the Adaptive Professional’s hour pay rate, an amount for required payroll taxes and insurance and an amount for Adaptive’s service fee. The amount for payroll taxes and insurance and the amount for Adaptive’s service fee are each expressed as a percentage of the bill rate and all assignments across the Site are assessed the same percentages. These amounts are described further in the How It Works section of the Site.
Adaptive Professionals and Clients that would like greater privileges than our basic free plans provide may subscribe to upgraded membership subscription plans that have varying levels of privileges. These plans are described further in the How It Works section of the Site.
Direct Hire Fee
Client’s that wish to opt-out of the temporary staffing employment arrangement, by electing to directly employ the Adaptive Professional, are charged a fee (the “Direct Hire Fee”) when the Adaptive Professional accepts the direct hire offer. The Direct Hire Fee is described further in the How It Works section of the Site.
Adaptive offers Clients and Adaptive Professionals the ability to utilize other features of the site on a per use basis, for a fee, when not included in the user’s subscription or when the user’s subscription has reached the maximum number of uses for that feature. Examples of these features include, job postings, video interviews, full profile views and skill tests. Pricing for these features is described further in the How It Works section of the Site.
You acknowledge and agree that a substantial portion of the compensation Adaptive receives for administering the Site and making it available to you is collected through the Service Fee described above. Therefore, for 24 months from the time you identify or are identified by any party through the site (“Exclusivity Period”), you must use the Site as your exclusive method to provide services to, or receive services from, that party, whether directly or indirectly (“Adaptive Relationship”). You may opt-out of this obligation only if the prospective Client pays a Direct Hire Fee, as explained above.
Non-Circumvention. You agree not to circumvent the Exclusivity Period and payment methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:
- Solicit parties identified through the Site to contact, hire, manage or pay outside the Site.
- Solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site.
- Report or approve work hours on the Site in an amount lower than that actually performed.
You agree to notify Adaptive immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site.
9. Prohibited Uses
By using the Site or Services of Adaptive, you agree that you will not under any circumstances:
- interfere or attempt to interfere with the proper functioning of the Site;
- make any automated use of the system, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;
- bypass any robot exclusion headers or other measures we take to restrict access to the Service or use any software, technology, or device to scrape, spider, or crawl the Service or harvest or manipulate data;
- use the Site or Services for any unlawful purpose, for any purpose not expressly intended by Adaptive or for the promotion of illegal activities;
- provide false or inaccurate information when registering an account on the Site, using the Services or communicating with other registered Users;
- use another user's Adaptive account;
- use the Site, Services, or any information contained therein in any way that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable and offensive;
- attempt to, or harass, abuse or harm another person or group;
- use the communication systems provided by or contacts made on the Site for any commercial solicitation purposes;
- publish or link to malicious content intended to damage or disrupt another user's browser or computer; or
- attempt to re-register with Adaptive if we have terminated your account for any or no reason or terminate your registration and re-register in order to prevent a review from being associated with your account.
Should Adaptive find that you violated the terms of this Section or any terms stated herein, Adaptive reserves the right, at its sole discretion, to immediately terminate your use of the Site and Services. By using the Site and/or Services, you agree that Adaptive may assess, and you will be obligated to pay, a $10,000 daily penalty for scraping, either in a manual or automatic manner, Adaptive Professional or Client information, including but not limited to, names, addresses, phone numbers, or email addresses, copying copyrighted text, or otherwise misusing or misappropriating Site content, including but not limited to, use on a "mirrored", competitive, or third party site. This fee shall be in addition to any other rights Adaptive may have under these Terms or applicable law.
Further, in order to protect the integrity of the Site and the Services, Adaptive reserves the right at any time in its sole discretion to block users from certain IP addresses from accessing the Site.
10. User Content
"User Content" is defined as any data, information, content, text, pictures, video, music or other information that you post to any part of the Site.
You are solely responsible for your User Content, and we act merely as a passive conduit for your online distribution and publication of your User Content. You hereby represent and warrant to Company that your User Content (a) will not be false, inaccurate, incomplete or misleading; (b) will not be fraudulent or involve the sale of counterfeit or stolen items; (c) will not infringe any third party's copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or privacy; (d) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (f) will not be obscene or contain child pornography or be harmful to minors; (g) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and (h) will not create liability for Company or cause Company to lose (in whole or in part) the services of its ISPs or other partners or suppliers.
The Service hosts User Content relating to ratings and reviews of specific Adaptive Professionals. Such reviews are opinions and not the opinion of Company, have not been verified by Company and each Client should undertake their own research to be satisfied that a specific Adaptive Professional is the right person for their assignment. You agree that Company is not liable for any User Content.
Notwithstanding the foregoing paragraph, Adaptive will only use or disclose User Content you post to any Job Page or other non-public area of the Site to the extent necessary to provide Site Services to you.
Each user acknowledges that the Company shall not owe any financial or other remuneration for using such User Content.
11. Job Management and Communication
The Site’s Job Page is intended to allow the Client and Adaptive Professional to communicate, collaborate, document and track the activities associated with each job (the “Job Page”). A Job Page is created for every job posting, and the job posting is contained within the Job Page.
You are required to log onto the Site to manage jobs and use the Job Page to maintain an electronic record of all written communication including clarifications and agreements around job responsibilities, timeframes, work hours, work performed, rate negotiation, feedback, and completion of the job. You must transcribe into the Job Page all relevant emails, instant messages, telephone or in-person conversations between the Client and the Adaptive Professional to maintain a record. If there is a dispute, all written communication on the Site, including but not limited to job posting, messages, interviews, rate negotiations, and any communications transcribed to the Job Page will serve as the record for resolution of the dispute. A COMMUNICATION THAT IS NOT SAVED IN OR COPIED TO THE JOB PAGE CANNOT BE SUBMITTED AS EVIDENCE IN THE APPLICABLE DISPUTE RESOLUTION PROCESS AFTER A DISPUTE IS REPORTED.
Adaptive provides areas in the Site to enter email address and telephone numbers, such as in the Adaptive Professional’s profile and in the interview section of the Job Page. You agree not to enter contact information or solicit private communications outside of these designated areas of the Site.
Adaptive Professionals are required to have a completed and verified I-9 Form on file with Adaptive prior to beginning work on a job. The Site contains an electronic version of the I-9 Form as well as the ability for the Adaptive Professional to upload digital scans of supporting documentation required by the I-9 Form. Adaptive will review the Adaptive Professional’s submitted I-9 Form and supporting documentation and indicate Adaptive’s approval, request for changes, or rejection. If Adaptive concludes its review with an approval, the Client of a job awarded to the Adaptive Professional is then instructed to act as Adaptive’s agent in electronically signing the I-9 Form after having examined the original supporting documentation uploaded to the Site by the Adaptive Professional, as explained further above in Section 4. Client Responsibilities.
Adaptive Professionals agree to the following prior to beginning work on your first job or when your I-9 Form has expired or become invalid for any reason:
- You will read all I-9 Form instructions available on the Site and at http://www.uscis.gov/files/form/i-9.pdf prior to completing the form.
- You will complete the electronic I-9 Form available on the Site.
- You will upload digital scanned images of all required supporting documentation as required by the I-9 Form instructions in sufficient quality to allow Adaptive to perform our review.
- You will make every effort to diligently complete the I-9 Form process, and assist Adaptive in concluding our review, PRIOR to the start date of the job indicated on the Job Page.
- You will make every effort to present the original supporting documentation, represented by the digital scanned images uploaded to the Site, NO LATER THAN the start date of the job indicated on the Job Page, and will assist the Client in concluding their examination and approval.
- You will not begin work on the job until the I-9 Form has been verified and fully completed, as indicated in your account on the Site by the term “Verified”.
Adaptive Professional agrees, during the term of any job assignment, not to accept another job assignment or accept an obligation that is inconsistent or incompatible with the Adaptive Professional’s obligations under existing job assignments. Adaptive Professional warrants that there is no such assignment, contract or other obligation in effect as of the start date indicated on the Job Page of any prospective assignment.
Adaptive Professional acknowledges and agrees that when applying to a job or accepting an invitation the Client will therefore rely upon the Adaptive Professional’s availability to perform the responsibilities indicated on that Job Page, and so if the Adaptive Professional subsequently determines that they no longer want, or are able to, perform the required work on that job, then the Adaptive Professional will reject that job thru the Job Page as soon as possible but in no event later than twenty-four (24) hours from the time of coming to that determination.
You agree that all hourly rate negotiation will be conducted within the Job Page, and any final rates will be concluded within the rate negotiation section of the Job Page. Client further agrees to review the overtime rate disclosed on the link next to the Adaptive Professional’s name on the rate negotiation tab of the Job Page, prior to offering or accepting a final hourly rate.
You agree that the hourly rate agreed to on the Job Page CANNOT be re-negotiated until at least forty (40) work hours have been performed and recorded on the Job Page.
You agree that only the Client may designate a job as complete and may do so only thru the Job Page and at any time and for any reason. You further agree that once a job has been classified as complete on the Job Page, all existing work hours will be considered approved, including but not limited to any in dispute, and work hours can no longer be entered on the Job Page or otherwise associated with the job. Client further agrees a) not to designate a job as complete until they have ensured that the Adaptive Professional has logged all work hours for work performed, and b) that any request by the Adaptive Professional to classify the job as complete will be carried out once that Adaptive Professional has indicated they no longer will perform work on that job and any disputed work hours have been resolved.
You acknowledge and agree that the Site does not provide for reimbursement or billing of any reimbursable job related expenses incurred by the Adaptive Professional in fulfilling their responsibilities for a job, and that all measures will be taken to avoid the Adaptive Professional incurring any such reimbursable expenses. In those instances where it is unavoidable that reimbursable job related expenses must be incurred by, and reimbursed to the Adaptive Professional by Adaptive, you agree that Client must approve these expenses in advance, to document this approval in the Job Page message section, and that Client must accept and promptly pay to Adaptive an invoice in the amount of the reimbursable expense plus an administrative fee of 25% of the amount of the reimbursable expense incurred by the Adaptive Professional.
12. Third Party Content
Links from the Site to external sites (including external sites that are framed by the Site) or inclusion of advertisements do not constitute an endorsement by Adaptive of such sites or the content, products, advertising and other materials presented on such sites or of the products and services that are the subject of such advertisements, but are for users' reference and convenience.
Users access them at their own risk. It is the responsibility of the user to evaluate the content and usefulness of the information obtained from other sites. Adaptive does not control such sites, and is not responsible for their content. Just because Adaptive has hyperlinks to such sites does not mean that Adaptive endorses any of the material on such sites, or has any association with their operators.
The Site makes available various services provided by third parties to perform background checks, conduct live video meetings, import a user’s list of other parties’ contact information from other sites, provide testing services, or provide information. Any information or content expressed or made available by these third parties or any other members is that of the respective author(s) or distributor(s) and not of Adaptive. Adaptive neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information or statement made on the Site by anyone other than authorized Adaptive employees acting in their official capacities.
13. User Accounts
User Names and Passwords
You are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any password and account number provided by you or Company for accessing the Service. You are solely and fully responsible for all activities that occur under your password or account. Company has no control over the use of any User's account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you will contact Company immediately.
Your account (including feedback) and username are not transferable, and any transfer or attempted transfer to another party is null and void.
As a Client, you may add new users to your account (a “Team Account”) to act on behalf of and perform roles assigned by you (a “Team Member”). You may also grant certain account administration privileges to one or more Team Members (“Team Account Administrators”). Only the user who registered the Team Account and the Team Account Administrators can add Team Members to the Team Account.
Any or all Team Member accounts related to the Team Account may be suspended or terminated without warning if the Team Account or any related Team Member account is suspended or terminated.
User Responsibility to Protect Their Information
You are solely responsible for creation, storage, and backup of your records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Adaptive’s part to store, backup, retain, or grant access to any information or data for any period.
We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information, or information about the entity that you represent, at your own risk.
Audits of User Records by Adaptive and Recordkeeping
For one year after the conclusion of each job, you agree to keep and maintain complete and accurate records related to all activities related to that job. If questions arise regarding services rendered, work performed or fees due, you agree to provide copies of these records and other relevant documentation to Adaptive within 5 days of Adaptive’s request.
14. No Warranty
The information and materials contained on the Site, including text, graphics, information, links or other items are provided "as is", "as available". Further, opinions, advice, statements, offers, or other information or content made available through the Services, but not directly by Adaptive, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ADAPTIVE DOES NOT: (1) WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF THIS INFORMATION AND MATERIALS; (2) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN ADAPTIVE; (3) WARRANT THAT YOUR USE OF THE SERVICES WILL BE SECURE, FREE FROM COMPUTER VIRUSES, UNINTERRUPTED, ALWAYS AVAILABLE, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED; OR (4) GIVE ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ADAPTIVE EXPRESSLY EXCLUDES ALL CONDITIONS, WARRANTIES AND OTHER TERMS WHICH MIGHT OTHERWISE BE IMPLIED BY STATUTE, COMMON LAW OR THE LAW OF EQUITY AND DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THIS INFORMATION AND MATERIALS.
IN ADDITION AND WITHOUT LIMITING THE FOREGOING, ADAPTIVE MAKES NO REPRESENTATION OR WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED REGARDING THE SUITABILITY OF ANY USER OF OUR SITE TO PROVIDE SERVICES AS AN ADAPTIVE PROFESSIONAL OR TO UTILIZE THE SERVICES OF AN ADAPTIVE PROFESSIONAL.
15. Limitation of Liability
Incidental Damages and Aggregate Liability.
In no event will Adaptive be liable to you or any other person or entity, whether in contract, tort, negligence, strict liability or under any other theory of law or equity, for any indirect, special, incidental, punitive, exemplary or consequential damages, losses (including any loss of use, loss of production or loss of profits or income, anticipated or otherwise) or expenses arising out of or relating to the use or inability to use the Site or Services, including without limitation damages related to any information received from the Site or Services, removal of content from the Site, including profile information, any email distributed to any user or any linked web site or use thereof or inability to use by any party, or in connection with any termination of your subscription or ability to access the Site or Services, failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, even if Adaptive, or representatives thereof, are advised of the possibility of such damages, losses or expenses. UNDER NO CIRCUMSTANCES WILL ADAPTIVE’S AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES OR THE SITE, EXCEED THE PRICE PAID BY YOU FOR YOUR ACCOUNT, OR, IF YOU HAVE NOT PAID ADAPTIVE FOR THE USE OF ANY SERVICES, THE AMOUNT OF $25.00 OR IT’S EQUIVALENT.
No Liability for non-Adaptive Actions.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ADAPTIVE BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, AND/OR CONSEQUENTIAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM ANYONE'S RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE SITE, OR TRANSMITTED TO OR BY ANY USERS OR ANY OTHER INTERACTIONS WITH OTHER REGISTERED USERS OF THE SITE OR SERVICES, WHETHER ONLINE OR OFFLINE. THIS INCLUDES ANY CLAIMS, LOSSES OR DAMAGES ARISING FROM THE CONDUCT OF USERS WHO HAVE REGISTERED UNDER FALSE PRETENSES OR WHO ATTEMPT TO DEFRAUD OR HARM YOU.
As it concerns any matters related to a Client’s use of the Site and the Services to search for, and utilize services provided by, Adaptive Professionals, the Client shall, to the full extent permitted by law, indemnify and hold Adaptive harmless from any claims, losses or expenses, including attorneys’ fees, that result from or relate to claims by or regarding Adaptive Professionals that the Client failed to comply, or caused Adaptive to fail to comply, in any respect with any workplace law or law related to the employment of persons, including but not limited to the Fair Labor Standards Act, the Occupational Safety and Health Act, the Americans With Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, or Title VII of the 1964 Civil Rights Act. Furthermore, the Client takes full responsibility for any disputed wages, hours, expenses, or other reimbursements owed an Adaptive Professional other than disputes arising from a failure of Adaptive to provide any services which Adaptive has agreed to provide.
17. Billing for Subscriptions and Services Other Than Work Hours
If you sign up for a paid membership subscription, you agree to pay Adaptive all subscription charges associated with the plan you subscribe to as described on the Site at the time you subscribe and provide your payment information. You also authorize Adaptive to charge your chosen payment provider according to the terms of the plan to which you subscribe. The subscription period and the amount and frequency of the charges will vary depending on the subscription plan you select.
Adaptive paid membership subscriptions will continue indefinitely until cancelled by the user. After your initial subscription commitment period, and again after any subsequent subscription period, your subscription will automatically renew for an additional equivalent period as the subscription term you originally selected and at the subscription rate and frequency disclosed on the Site at the time of the renewal, unless otherwise provided at the time you subscribed.
You may cancel your paid membership subscription by adjusting your account settings. If you cancel your subscription, you typically will be permitted to use your subscription until the end of your then-current subscription term. Your subscription will not be renewed after your then-current term expires.
If you upgrade your subscription, the unused portion of a lower subscription fee will be credited toward the higher subscription fee. The new billing period will then be based upon the date Adaptive receives payment of the new subscription fee. If you downgrade a membership, you will not receive a refund or credit for the fees already paid. The downgrade will go into effect at the beginning of the next billing period.
Adaptive reserves the right to change subscription fees, change the privileges included in the subscriptions, or institute new fees at any time, upon reasonable notice posted in advance on the Site. No refunds of fees already paid will be given. If Adaptive exercises its right to cancel a membership at any time, Adaptive will not refund the subscription fee already paid.
To the extent you elect to purchase other Services or product offerings we may offer for a fee, you authorize Adaptive to charge your chosen payment provider for the Services and/or products you purchase.
18. Client Payment for Work Hours
A work week begins on Monday at 12:00 AM midnight Eastern Time, USA, and ends Sunday at 11:59 PM Eastern Time, USA. The Adaptive Professional is required to submit weekly timesheets via the Site by 6:00 PM Eastern Time, USA, each Monday (the “Timesheet Deadline”). Client is required to review and approve weekly timesheets by 6:00 PM Eastern Time, USA, each Wednesday for all time related to the previous work week or prior that was timely entered by the Timesheet Deadline (the “Client Approval Deadline”). For the purpose of clarification, work hours submitted by the Adaptive Professional after the Timesheet Deadline, that relate to work performed in the previous or prior work weeks, must be reviewed and approved by the Client by the next occurring work week’s Client Approval Deadline.
Client acknowledges and agrees that any work hours that are due for approval by the Client Approval Deadline but not yet marked as approved, and which are not in dispute, as discussed below, will be automatically considered approved.
Client authorizes Adaptive to automatically charge Client’s payment method on file for all approved work hours for the previous work week or prior at the Client Approval Deadline.
Client acknowledges that Adaptive Professionals are presumed to be nonexempt from laws requiring premium pay for overtime, holiday work, or weekend work and that the laws and regulations regarding the amount of overtime vary from location to location depending on where the Adaptive Professional lives or works. Adaptive will charge Client special rates for premium work time only when an Adaptive Professional’s work on assignment to Client, viewed by itself, would legally require premium pay. Client’s special billing rate for premium hours will be the same multiple of the regular billing rate as Adaptive is required to apply to the Adaptive Professional’s regular pay rate. (For example, when federal law requires 150% of pay for work exceeding 40 hours in a week, Client will be billed at 150% of the regular bill rate.)
Notwithstanding the fact that Adaptive reserves the right to make determinations regarding the overtime exemption status of each Adaptive Professional, Client is ultimately and solely responsible for the amount of any billings imposed by Adaptive associated with wages that are due to each of its Adaptive Professionals working on Client’s assignment, including without limitation any wages, back wages, and liquidated damages determined to be due and owing in connection with any action challenging the overtime exemption status of any Adaptive Professional working on Client’s assignment.
Termination of Services for Failure to Fund Payments
Adaptive reserves the right to terminate Services to Client at any time, including all services provided by the assigned Adaptive Professional, in the event payment for Work Hours is not timely received.
19. Work Hour Disputes
Client acknowledges and agrees that Client may only dispute work hours based upon an objection that the number of hours recorded by the Adaptive Professional on that job assignment were not actually performed or did not relate to work performed for the Client, and not for any other reason. By way of illustration and not in limitation of the foregoing, Client may not dispute work hours performed for the Client by the Adaptive Professional solely on the assertion that the number of work hours recorded by the Adaptive Professional were more than those authorized in advance by Client.
A Client may dispute work hours recorded by the Adaptive Professional by marking those work hours as disputed on the Job Page. From the date the hours are designated as disputed (the “Dispute Date”) the Adaptive Professional and Client may take up to seven (7) days to resolve the dispute amongst themselves by coming to agreement on a revised number of hours, if necessary, and the Adaptive Professional then recording those revised hours on the Job Page followed by the Client approving those revised hours (the “Initial Dispute Period”). If those work hours are still in dispute by the end of the Initial Dispute Period, Adaptive will determine, in its sole discretion, whether the disputed work hours are related to the Client or job requirements documented in the Job Page. If Adaptive determines that the work hours are related, Adaptive will mark the work hours as approved and charge the Client’s payment method for those hours.
20. Miscellaneous Payment Terms
You agree that if Adaptive already has your credit card or other payment method on file as a result of prior purchases you have made, we may charge that credit card or other payment method for the additional Services/products you purchase.
Your instruction to pay Adaptive and charge your chosen payment method for the Services is irrevocable. Such instruction is also your representation that you have received, inspected and accepted the subject work. Therefore, and in consideration of the Services, you agree that once Adaptive has charged your chosen payment method, the charge is non-refundable. You agree not to ask your credit card company, bank or other payment service provider to charge back any amount to Adaptive for any reason. A chargeback in breach of the foregoing obligation is a material breach of this Agreement. If you do so, you hereby agree that Adaptive may dispute or appeal the chargeback, or institute collection action against you, and you agree to repay Adaptive for the amount of the chargeback plus reasonable attorney fees and costs of collection incurred by Adaptive to recover such amounts from you, and administrative fees of up to $2,500 which amount you hereby agree is reasonable
Adaptive reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
21. Sales and Use Tax
You will be liable for all transaction taxes on the services provided under this Agreement (other than taxes based on Company's income).
22. Promotional Subscriptions
Adaptive may offer promotions for limited-time free trial subscriptions to certain users from time-to-time. Users who sign up for the Service on a free trial basis may have limited access to the Service and/or features of the Site. If a user signs up for a free trial subscription of a premium plan, after the expiration of the free trial period, the users account will convert to the basic free plan available at that time unless the user chooses to continue the same plan, or upgraded plan, under a paid subscription.
Adaptive reserves the right to modify or terminate promotions at any time.
Promotional subscriptions are not available to registrants that have previously registered with the Site at any time.
23. Refund Policy
All payments for the Services are non-refundable and there are no refunds or credits for unused or partially used services/products or service/product cancellations unless Adaptive determines in its sole discretion that a refund or credit is warranted due to extenuating circumstances, such as a duplicate account.
24. Term, Termination and Suspension
This Agreement will become effective upon your first visit to the Site and for the duration of your visit or use of the Site. Unless both you and Adaptive agree otherwise in writing, either of us may terminate the contract represented by this Agreement in our sole discretion, at any time, without explanation, upon written notice. In the event you properly terminate the contract represented by this Agreement, your account is automatically terminated and you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to Adaptive for any Services.
Any termination of a Team Account gives Adaptive the right to terminate any or all related accounts associated with the Team Account.
Without limiting Adaptive’s other remedies, if you engage in actions or activities that circumvent the Site or otherwise reduce fees owed Adaptive under this Agreement, you must pay Adaptive for all fees owed to Adaptive and reimburse Adaptive for all losses and costs (including any and all Adaptive employee time) and reasonable expenses (including attorney fees) related to investigating such breach and collecting such fees.
In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
We will notify you if we cancel your membership, unless in our judgment giving notice would cause a risk of further violation or damages. However, we will notify you that your Account will be canceled if the law requires such notification. You acknowledge and agree that the value, reputation and goodwill of the Site depend on transparency of member account status to all members, including both yourself and other members who are participating in jobs with you. You therefore agree as follows: IF ADAPTIVE SUSPENDS OR TERMINATES YOUR ACCOUNT OR JOB, ADAPTIVE HAS THE RIGHT BUT NOT THE OBLIGATION TO (1) NOTIFY OTHER MEMBERS ENGAGED IN ACTIVE JOBS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR TERMINATED ACCOUNT OR JOB STATUS, AND (2) PROVIDE THEM WITH SUMMARY REASONS FOR THE ACTION.
When your Account is terminated for any reason, you will no longer be able to utilize to Site to access data, reports, messages, files and other material you keep on the Site. Adaptive retains the right to delete this information when legally permissible, but, if practicable, will otherwise retain this information for a period of one year from the date of termination to satisfy any reasonable requests you may have for this information.
This Agreement will survive termination of the contractual relationship between us.
25. Referral Program
Adaptive may, from time to time, offer users the opportunity to refer friends to try the Service (the “Program”). Adaptive reserves the right to terminate the Program at any time for any reason. Users may not participate in the Program where doing so would be prohibited by any applicable law or regulations.
Adaptive reserves the right to terminate, modify or amend the Program at any time for any reason including the methods through which Rewards are earned. Adaptive reserves the right to disqualify any User at any time from participation in the Program.
Program Participation, Generally
To participate, users follow the instructions on the Site’s Invite My Contacts section to refer friends, family members or colleagues to the Service by entering their names and email addresses, or by posting unique links on their social media website pages.
Users who refer are called “Referrers.” Individuals who receive a referral are called “Referred Customers.” Both the Referrer and Referred Customer may receive “Reward(s)” for every “Qualified Referral.”
A Qualified Referral means that all the following conditions are met:
1. The Referred Customer registers as a member of the Service using the Referrer’s “Personal Link.” If a Referred Customer registers with the Service using any other link or method, the registration will not count as a Qualified Referral and the Referrer will not earn a Reward;
2. The Referrer is a current member of the Site at the time that the Referred Customer registers as a member of the Service.
3. The Referred Customer was not previously registered as a member with the Service under any email address or alias;
4. The Referred Customer satisfies the member eligibility requirements of the Site; and
5. Only one Qualified Referral can be earned for each Referred Customer.
Earning and Redeeming Rewards
The Referrer and the Referred Customer shall each receive one (1) Reward valued at fifty dollars (US$50) issued at the time that the Referred Customer completes their first paid transaction on the Site.
Rewards may only be redeemed toward transactions on the Site, and for any transaction EXCEPT payment for work hours (“Eligible Transaction”). Rewards may be applied to up to 75% of the value of any Eligible Transaction and a minimum Reward value balance of $5 must be present in a user's account in order to utilize Rewards towards any Eligible Transaction. Adaptive will automatically apply earned Rewards towards a user’s automatic recurring subscription fee payment. In all other instances the user must elect to apply earned rewards towards Eligible Transactions.
Verified Qualified Referrals
All of the Company's decisions are final and binding, including decisions as to whether a Qualified Referral or Reward is verified.
Transfer and Value of Rewards
Rewards are not redeemable, may only be used towards transactions on the Site, are not transferable and may not be auctioned, traded, bartered or sold. Unless otherwise indicated by the Company, after termination of the Program or any portion thereof for any reason, or after termination of a user’s account for any reason, no further Rewards will be given.
Confidentiality Between Adaptive and Client
Adaptive and Client may receive information that is proprietary to or confidential to the other party or their affiliated companies. Both parties agree to hold such information in strict confidence and not to disclose such information to third parties or to use such information for any purpose whatsoever other than performing under this Agreement or as required by law. No knowledge, possession, or use of Client’s confidential information will be imputed to Adaptive as a result of assigned Adaptive Professionals’ access to such information.
Treatment of Confidential Information of Client By Assigned Adaptive Professional
Adaptive Professionals hereby agree as follows, as a condition of your working on any job assignment:
- You will not use, disclose, or in any way reveal or disseminate to unauthorized parties any information you gain through contact with materials or documents that are made available through your assignment with a Client or which you learn about during such assignment.
- You will not disclose or in any way reveal or disseminate any information pertaining to Client or its operating methods and procedures that come to your attention as a result of an assignment.
- Under no circumstances will you remove physical or electronic documents or copies of documents from the premises of a Client.
- You understand that you will be responsible for any direct or consequential damages resulting from any violation of these Confidentiality provisions.
- The obligations of these Confidentiality provisions will survive any employment of you by Adaptive.
27. Notices and Communication
Communications from Adaptive to you
Adaptive will communicate with you by email or by posting communications on the Site. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication when Adaptive sends it to the email address you have provided to Adaptive on the Site, or when Adaptive posts such communication on the Site. You must keep your email address updated on this Site, and you must regularly check the Site for postings. You agree that your email address on the site should not be changed unless absolutely necessary. To change your email address on the site you must email a request to firstname.lastname@example.org and include a detailed reason for why you require the change.
Communications from you to Adaptive
All notices to Adaptive intended to have a legal effect must be in writing and delivered either in person or by a means evidenced by a delivery receipt, to the following address, and such notices are deemed effective upon receipt: Adaptive Professional Solutions LLC, 51 JFK Parkway, First Floor West, Short Hills, NJ 07078, Attn: Legal.
28. Copyright Notices and Complaints
If you believe any materials accessible on or from our Site infringe your copyright, you may request removal of those materials (or access thereto) from the Site by contacting Adaptive’s copyright agent (identified below) and providing the following information:
1. Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.
2. Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.
3. Your name, address, telephone number and (if available) e-mail address.
4. A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.
5. A statement that the information that you have supplied is accurate, and indicating that "under penalty of perjury," you are the copyright owner or are authorized to act on the copyright owner's behalf.
6. A signature or the electronic equivalent from the copyright holder or authorized representative.
Adaptive’s agent for copyright issues relating to this Site is as follows: Adaptive Professional Solutions LLC, 51 JFK Parkway, First Floor West, Short Hills, NJ 07078, Attn: Copyright Agent, Phone: 888-923-2788, Fax: 973-577-6150.
In an effort to protect the rights of copyright owners, Adaptive maintains a policy for the termination, in appropriate circumstances, of members and other users of this Site who are repeat infringers.
29. Agreement to Arbitrate
INFORMAL NEGOTIATIONS. To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement ("Dispute"), you and Company agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written notice. Your address for such notices is your billing address, with an email copy to the email address you have provided to Company. Company's address for such notices is Adaptive Professional Solutions LLC, 51 JFK Parkway, First Floor West, Short Hills, NJ 07078, Attn: Legal.
BINDING ARBITRATION. If you and Company are unable to resolve a Dispute through informal negotiations, all claims arising from use of the Service (except those Disputes expressly excluded below) shall be finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Commercial Arbitration Rules (the "AAA Rules") of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA's Rules, unless otherwise provided in this Agreement to Arbitrate. Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). If you demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Adaptive will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Adaptive will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Each party will be responsible for all other fees it incurs in connection with the arbitration, including without limitation, all attorney fees. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse Adaptive for all fees associated with the arbitration paid by Adaptive on your behalf that you otherwise would be obligated to pay under the AAA's rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and Company may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
EXCEPTIONS TO ALTERNATIVE DISPUTE RESOLUTION. Each party retains the right to bring an individual action in small claims court or to seek injunctive or other equitable relief on an individual basis in a federal or state court in Essex County, New Jersey with respect to any dispute related to the actual or threatened infringement, misappropriation or violation of a party's intellectual property or proprietary rights.
WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER IN A PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. You and Company agree that any arbitration will be limited to the Dispute between Company and you individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and Company otherwise agree, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" Section will be deemed null and void.
LOCATION OF ARBITRATION. Arbitration will take place in Essex County, New Jersey. You and Company agree that for any Dispute not subject to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, the New Jersey state and Federal courts located in Essex County, New Jersey have exclusive jurisdiction and you and Company agree to submit to the personal jurisdiction of such courts.
30. Miscellaneous Terms and Conditions
This Agreement, and any dispute between you and Adaptive, shall be governed by the laws of the State of New Jersey without regard to principles of conflicts of law, provided that the Federal Arbitration Act shall govern the interpretation and enforcement of Section 29, Agreement to Arbitrate. Unless you and we agree otherwise, in the event that the Agreement to Arbitrate is found not to apply to you or to a particular claim or dispute (except for small-claims court actions), as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and Adaptive must be resolved exclusively by a state or federal court located in the State of New Jersey. You and Adaptive agree to submit to the personal jurisdiction of the courts located within the State of New Jersey for the purpose of litigating all such claims or disputes.
Nothing in this Agreement shall be construed as making either party the partner, joint venturer, agent, or legal representative of the other. Neither party shall have, or hold itself out to any third party as having any authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound. The invalidity, illegality or unenforceability of any term or provision of these Terms shall in no way effect the validity, legality or enforceability of any other term or provision of these Terms. In the event a term or provision is determined to be invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and these Terms shall be enforceable as so modified. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto.
31. Ownership and Other Proprietary Rights
© 2013 Adaptive Professional Solutions, LLC. All Rights Reserved. The Site and all information (in text, graphical, video and audio forms), images, icons, software, designs, applications, calculators, models, data, and other elements available on or through the Site are the property of Adaptive Professional Solutions, LLC, and are protected by United States and international copyright, trademark, and other laws. Your use of the Site does not transfer to You any ownership or other rights in the Site or its content, except for User Content you post to the Site.
The Site may only be used in the manner described expressly in this Agreement. In particular, except as expressly stated otherwise in this Agreement, the Site may not be copied, imitated, reproduced, republished, uploaded, posted, transmitted, modified, indexed, catalogued, mirrored or distributed in any way, in whole or in part, without the express prior written consent of Adaptive.
“Adaptive,” “Adaptive Professional Solutions” and the Adaptive Logo are trademarks, trade names and service marks owned by Adaptive. Other product and company names and logos appearing on the Site may be registered or unregistered trade names, trademarks and service marks of their respective owners.
Any unlawful use of the trade names, trademarks, service marks and logos (collectively "Marks") displayed on the Site is strictly prohibited. Nothing appearing on the Site or elsewhere shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Marks displayed on the Site.
The Services are protected to the maximum extent permitted by law (including, without limitation, copyright laws) and international treaties. Content displayed on or through the Services is protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of the Site or the collective work, and/or copying or reproducing the Site or any portion thereof to any other server or location for further reproduction or redistribution is prohibited without the express written consent of Adaptive. You further agree not to reproduce, duplicate or copy content from the Services without the express written consent of Adaptive. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Services. Without limiting the foregoing, You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Services.
32. Contacting Us
If you have any questions, need further information, or need to notify Adaptive as to any matters relating to this Agreement, the Site or Services please contact us at:
Mail: Adaptive Professional Solutions LLC, 51 JFK Parkway, First Floor West, Short Hills, NJ 07078