TERMS AND CONDITIONS FOR USE OF THE ADR NOTABLE PLATFORM
Notice: These terms and conditions contain dispute resolution provisions that affect your legal rights, including a binding arbitration clause and waiver of jury trials and class actions
Certain terms apply to your use of the ADR Notable platform (“Terms and Conditions”). The ADR Platform includes the software you access via the internet, file storage in the cloud and all related technology and services provided by ADR Notable. These Terms and Conditions include both your rights and protections for ADR Notable. If you register to use the ADR Notable platform, you accept and agree to abide by these Terms and Conditions.
1. Registered Users. You must register in order to use the ADR Notable platform. Your completion of the registration process will indicate your agreement to these Terms and Conditions. Registration is simple and requires only your name, a valid email address and your choice of user name and password. (Additional information may be required by our credit card processor when purchasing a subscription or single use license.) You are responsible for ensuring that the email address you provide is current and correct and that you protect your user name and password from disclosure or use by another person. You should never use someone else’s user name and password or allow someone to use yours.
2. Payment. In addition to registering to use ADR Notable, to set up a new case you must either be within a free trial period, have purchased an individual subscription or a single-use license, or be part of a firm with an enterprise license agreement. Each are available on the ADR Notable website, or in response to a prompt when attempting to open new cases within ADR Notable. Subscription and single-use license prices are subject to change in ADR Notable’s sole discretion, but will not be retroactive for past subscriptions or cases already opened.
3. Right to use ADR Notable. Upon registration and payment (or during a free trial period) ADR Notable grants you a limited, revocable, non-exclusive, non-transferable license to access and use the ADR Notable platform subject to certain limitations described below.
Limitations on Your Use of the ADR Notable Platform
4. Use for intended purposes. The intended use of the ADR Notable platform is to assist disputing parties and professionals attempting to track, manage and resolve conflicts of all types (“Permitted Use”). You may not use or allow access to the ADR Notable platform for any commercial purpose not directly related to a Permitted Use nor to attempt to reverse engineer or duplicate its technology, format, features or services in any manner resulting in competition with ADR Notable.
5. Use by you or another registered user. We have a liberal licensing approach that begins with a lengthy free trial period and provides flexibility for case management. (See, Licenses, below.) Nevertheless, each case must be set up under the license purchased by the professional that will provide dispute resolution services to clients. It is a violation of these Terms and Conditions for two or more professionals to ‘share’ one personal subscription license or for a subscription license holder to set up cases under their personal license where other professionals will provide the dispute resolution services.
6. Licenses. In addition to being a registered user, each new case must be set up under a license to use the ADR Notable platform. There are four types of licenses: free trial, monthly subscription, per case license and a negotiated enterprise license. The licensee for any case must be the professional that will provide the dispute resolution services in that case. As stated above, it is a violation of these terms and conditions to use one license for multiple professional service providers unless it is a negotiated enterprise license.
In order to allow Case Managers or Firm Administrators working with multiple mediators to handle case administrative tasks, the platform allows users to set up a “Firm” of registered users. A Firm links those registered users for certain administrative purposes, but does not, without express negotiations, establish an enterprise license. A firm could have several individuals each with a personal license. Using the My Firm function in the platform, a professional may allow another designated registered user within the firm, such as the Firm Administrator or Case Manager, to set up and access specific cases under the professional’s personal license without having to purchase an additional license of their own.
Licensees may also be entitled to operate under more than one license. For example, a mediator could have a personal license but also accept cases from an organization, like a community mediation association, that has an enterprise license and the mediator is a member of the association’s panel of neutrals. The party setting up the case must make the appropriate selection of the license under which that case is established because certain access rights are associated with the license. In the example above, the Firm Administrator of the community mediation association would have access rights to the case set up by the mediator under the community mediation association’s license, but would not be able to access cases set up under the mediator’s personal license.
7. Payment. You may use the ADR Notable platform for a single free trial period as offered at any given time. After your free trial period, you must acquire a valid license to set up additional cases.
8. Use in a manner that does not violate laws. You agree to use the ADR Notable platform only in compliance with these terms and conditions, all laws, contracts, regulations and ethical standards that apply to you. You are also responsible for any compliance or disclosures required to be made to your clients pertaining to privacy or other similar laws or regulations. If ADR Notable is subject to a claim or lawsuit arising from your use of the ADR Notable platform, you agree to indemnify and hold harmless ADR Notable against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any such claim or action. Although ADR Notable has no obligation to monitor your use of the ADR Notable platform, ADR Notable may do so and may prohibit use of the ADR Notable platform it believes may be (or is alleged to be) in violation of these Terms and Conditions, a law, regulation or contract.
9. Computer or other equipment needed to access and use the ADR Notable platform. You will be responsible for obtaining and maintaining any equipment and additional services needed to connect to, access or otherwise use the ADR Notable platform, including, without limitation, a computer or other device capable of accessing the internet, a stable and suitable internet connection and any other hardware you may require, such as a printer. You will be responsible for maintaining the security of any such equipment and any files you choose to store locally, not on the ADR Notable platform.
10 Other software services. The ADR Notable platform integrates with other software services including, but not limited to, Microsoft Outlook calendar and email, and Google’s Gmail and Google calendar. ADR Notable does not provide those services, and you are responsible for acquiring the right to access and use such services at your own expense.
What ADR Notable Agrees to do
11. ADR Notable platform availability. ADR Notable agrees to use reasonable commercial efforts to ensure the availability and functions of the ADR Notable platform at all times, excepting planned outages for maintenance. ADR Notable will provide advance notice prior to any planned outages which will typically be scheduled outside of normal business hours. You agree that ADR Notable cannot control, and is not responsible for, outages due to the failure of certain utilities and service providers, the internet, or an internet service provider selected by you.
12. Data storage. Your registration includes up to 5 gigabytes of initial storage at no additional cost so long as you are a subscriber or purchase at least one, single-use license per calendar year. ADR Notable will contact you in the event your storage exceeds 5 gigabytes to discuss the purchase of additional storage, removal of some files or other mutually satisfactory arrangement.
13. Confidential information. ADR Notable will receive two different types of information from you: Proprietary Information and Client Content. ADR Notable uses a third-party payment processor and does not receive or store your credit card information.
a. Proprietary Information. Proprietary Information is about you or your business, not your clients. Your Proprietary Information must include your name, user name and a current, valid email address. It may also include, if you choose: your firm or company name; billing address; contact information; demographic data you agree to provide; business, technical or financial information relating to your business. Data ADR Notable generates about your use of the ADR Notable platform is treated as Proprietary Information. ADR Notable will manage your Proprietary Information with at least the same level of care and confidentiality as it manages its own confidential information.
i. Use of Proprietary Information. ADR Notable shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the ADR Notable platform, and combine that with other Proprietary Information for the following purposes: (i) use such information and data to improve and enhance the ADR Notable platform and for other development, diagnostic and corrective purposes and the development of new ADR Notable products and features, (ii) analyze and disclose derivatives of such data solely in aggregated and/or de-identified form such that neither you, your business, your clients, nor any individual using the ADR Notable platform under a subscription or license paid for by you, can be identified directly or indirectly through deduction, inference or reverse engineering, and (iii) to keep you informed about the ADR Notable platform, including notice of planned outages for maintenance, new features and functionality and other operational information.
b. Client Content. Client Content is the information you will input into the ADR Notable platform as you use it, such as, without limitation, names and contact information of your clients, uploaded documents, your notes, term sheets or agreements you create while using the ADR Notable platform. Client Content is stored separately from Proprietary Information using current, industry-standard encryption technology and data protection techniques. In the event ADR Notable receives a subpoena or other legal demand for access to Client Content, it will promptly notify you and cooperate in any effort you may make to defend. Client Content shall be released in such case only with your prior written consent or upon a final order to ADR Notable by a competent legal authority with jurisdiction over ADR Notable.
i. Use of Client Content. ADR Notable will process Client Content only as directed by you and as described in these Terms and Conditions. ADR Notable will not intentionally sell, transmit or exchange any Client Content with any third party unless expressly directed to do so by you in writing, or pursuant to a final order of a judicial authority with jurisdiction over ADR Notable. ADR Notable reserves the right to develop and use derivative statistical information based on Client Content. For example, ADR Notable may use the total number of matters managed using the ADR Notable platform in marketing materials. Provided however, that in any such derivative use the information will be de-identified and aggregated to ensure that neither you, your business, your clients, nor any individual using the ADR Notable platform under a subscription or license paid for by you, can be identified directly or indirectly through deduction, inference or reverse engineering.
c. Deletion of Client Content. ADR Notable was intentionally designed to give you choices and control over the permanent deletion or retention of Client Content. You may retain all materials and information you have input or stored, or delete notes and materials received from your clients while maintaining a non-confidential record of the matter. ADR Notable cannot control, and takes no responsibility for the security, maintenance or deletion of any documents or other materials stored on your computer hard drive, in your cloud storage or any other repository outside of its direct control.
14. ADR Notable customer support. ADR Notable will provide basic customer support: (1) via email to support@ADRNotable.com and (2) by leaving a voicemail message describing the issue and leaving your email address at (614) 695-3795. Our customer service team will respond on weekdays from 9:00am to 6:00pm Eastern time, excluding standard federal holidays. Initial responses will be via email, but live support may be scheduled if needed. Additional training for a fee may also be requested via the support@ADRNotable.com email address.
15. DISCLAIMERS AND LIMITATION OF LIABILITY.
ADR NOTABLE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SOFTWARE AND PLATFORM ARE PROVIDED “AS IS” AND ADR NOTABLE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
ADR NOTABLE SHALL NOT BE LIABLE FOR ANY FAILURE OF, OR DELAY IN, THE PERFORMANCE OF THESE TERMS AND CONDITIONS CAUSED BY EVENTS BEYOND ITS REASONABLE CONTROL, THAT MATERIALLY AFFECT ITS ABILITY TO PERFORM ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT, AND COULD NOT REASONABLY HAVE BEEN FORESEEN OR PROVIDED AGAINST.
NOTWITHSTANDING ANYTHING TO THE CONTRARY ADR NOTABLE AND ITS EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND ADR NOTABLE’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO ADR NOTABLE FOR THE SUBSCRIPTION OR LICENSING OF THE ADR NOTABLE SOFTWARE AND PLATFORM IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE ASSERTED LIABILITY, IN EACH CASE, WHETHER OR NOT ADR NOTABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
Other Terms and Conditions
16. Changes to these Terms and Conditions. ADR Notable reserves the right to change these Terms and Conditions from time to time. ADR Notable will provide prominent notice when any such changes occur. Your continued use of the ADR Platform following such notice shall constitute your agreement to the new Terms and Conditions.
17. Termination. You may cease using the ADR Notable platform and terminate any subscription at any time. If you choose to terminate, any subscription or single–use license fees already received are not refundable. ADR Notable may terminate your access and use of the ADR Notable platform at any time in its sole discretion. In the event ADR Notable exercises its right to terminate your access and use of the ADR Notable platform, a prorated portion of any license fee, or any unused single-use license fees may be refunded, upon ADR Notable’s sole discretion. A dormant registration occurs when the registered user has not logged in to the ADR Platform, and no subscription or single use licenses have been purchased for a full 12 months. Dormant registrations will be considered terminated after reasonable efforts to contact you. Upon notice of termination, ADR Notable will retain Client Content for up to 90 days, after which it will be deleted. At your request made within 90 days of termination, and for an additional fee to cover administrative costs, ADR Notable will make a copy of your Client Content available to you, unencrypted, in a standard industry data format such as .csv.
18. Resolution of Disputes. You agree that any dispute arising between you and ADR Notable is between the two parties only, and hereby agree to waive any right to initiate or join any class action or existing lawsuit in which ADR Notable is named as a defendant. Any dispute arising from the use of the ADR Notable software and platform shall first be submitted to mediation between the parties within 30 days of the initial notice of the dispute. In the event the mediator determines you and ADR Notable are at an irreconcilable impasse, the matter shall be submitted to binding arbitration before a single arbitrator. You hereby waive the right to a court trial and/or trial by a jury. If you and ADR Notable cannot agree on the selection of a neutral for either the mediation or arbitration, you and ADR Notable hereby mutually agree to submit the dispute to JAMS, Inc. and allow that organization to select a neutral. In any action or proceeding to enforce rights under these Terms and Conditions the expense of retaining and compensating a neutral shall be split evenly between the parties; provided however that if the matter is subject to binding arbitration, the prevailing party will be entitled to recover such costs and attorneys’ fees from the opposing party. These Terms and Condition shall be governed by the laws of the State of Ohio without regard to its conflict of laws provisions.
19. Enforceability of these Terms and Conditions. If any provision of these Terms and Conditions is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the remaining Terms and Condition will otherwise remain in full force and effect and enforceable.
20. Assignment. Subscriptions or single-use licenses are not transferable by the purchaser by assignment or otherwise. ADR Notable may transfer and assign any of its rights and obligations at any time.
21. Compliance with privacy regulations. ADR Notable is based in the United States of America and uses U.S.-based service providers, including its cloud services. Although it may not be subject to the following regulations for jurisdictional, definitional exemption or other reasons, ADR Notable agrees to act as though it is a “Processor” as that term is used in the European General Data Protection Regulation (EU 2016/679, Art. 4, ¶8) and a “service provider” as that term is used in the California Consumer Privacy Act (§1798.140 (v)) with respect to the information you input into the ADR Notable platform about individuals, which is referred to above as Client Content. Accordingly, ADR Notable will process Client Content only pursuant to your direction and these Terms and Conditions. ADR Notable will not intentionally sell, transmit or exchange any Client Content with any third party unless expressly directed to do so by you in writing, or pursuant to a final order of a judicial authority with jurisdiction over ADR Notable. ADR Notable will make reasonable commercial efforts, consistent with industry best practices, to protect Client Content from unauthorized access. In the unlikely event of a breach of its data security, ADR Notable will respond in a manner consistent with applicable law including, without limitation, to provide you with notice and further reasonable cooperation to mitigate the consequences of the breach and protect your interests and those of your clients. You agree that as the party gathering Client Content from the individual consumers in the first instance, you are responsible for any disclosures or other measures to comply with applicable privacy laws or regulations, if any.
a. Additional contract terms. ADR Notable is open to executing additional prescribed contract terms if you believe that may be required to perfect your compliance with applicable privacy regulations.