last updated May 25, 2018
Welcome to Adaptiv! Learned Optimism, L.P., d/b/a Adaptiv Learning Systems (“Adaptiv”) provides our website located at www.adaptivlearning.com (the “Site”) and our assessment, training and coaching services accessible via our Site. To make these Terms easier to read, the Site and our services are collectively called the “Services.” Please read these Terms of Service (the “Terms”) carefully because they govern your use of our Services.
By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services.
We may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site or through other communications. It’s important that you review the Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms on the Site, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
You may use the Services only if you are 13 years or older and are not barred from using the Services under applicable law.
You understand and agree that the Services, and any other information you learn from Adaptiv are not intended, designed, or implied to diagnose, prevent, or treat any condition or disease, to ascertain the state of your health, or to be a substitute for professional medical care. Not all activities described on the are suitable for everyone. You understand and agree that you are solely responsible for your use of the Services.
For purposes of these Terms, (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii) “User Content” means any Content that users (including you) provide to be made available through the Services. Content includes without limitation User Content.
Adaptiv does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Adaptiv and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.
By making any User Content available through Services you hereby grant to Adaptiv a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and distribute your User Content in connection with operating and providing the Services and Content to you and to other users.
Subject to your compliance with these Terms, Adaptiv grants you a limited, non-exclusive, non-transferable, non-sublicenseable license to download, view, copy and display the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.
You agree not to do any of the following:
Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
The Services and App may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.
The Services and Content are provided “as is,” without warranty of any kind. Without limiting the foregoing, we explicitly disclaim any warranties of merchantability, fitness for a particular purpose, quiet enjoyment or non-infringement and any warranties arising out of course of dealing or usage of trade.
We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.
You will indemnify and hold harmless Adaptiv and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services or Content or (ii) your violation of these Terms.
Neither Adaptiv nor any other party involved in creating, producing, or delivering the Services or Content will be liable for any incidental, special, exemplary or consequential damages, including, but not limited to, lost profits, loss of data or goodwill, service interruption, computer damage or system failure or the cost of substitute Services arising out of or in connection with these terms or from the use of or inability to use the Services or Content, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Adaptiv has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.
In no event will Adaptiv’s total liability arising out of or in connection with these terms or from the use of or inability to use the Services or Content exceed the amounts you have paid to Adaptiv for use of the Services or Content, or fifty dollars ($50), if you have not had any payment obligations to Adaptiv, as applicable. The exclusion and limitations of damages set forth above are fundamental elements of the basis of the bargain between Adaptiv and you.
These Terms and any action related thereto will be governed by the laws of the State of Pennsylvania without regard to its conflict of laws provisions.
These Terms constitute the entire and exclusive understanding and agreement between Adaptiv and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Adaptiv and you regarding the Services and Content. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
You may not assign or transfer these Terms, by operation of law or otherwise, without Adaptiv’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Adaptiv may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by Adaptiv under these Terms, including those regarding modifications to these Terms, will be given: (i) by Adaptiv via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Adaptiv’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Adaptiv. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
If you have any questions about these Terms or the Services, please contact Adaptiv at firstname.lastname@example.org.