Thanks for using Adjacent. These Terms of Use (“Terms” or ‘TOU”) cover your use and access to the products, services, software, platform and website (collectively, “Services”) provided by MEDDY, LLC and any of our affiliates (collectively, “MEDDY Group”). Adjacent is a product of MEDDY, and henceforth in this agreement we will refer to the Product as Adjacent, instead of the larger company of which it is a part. By using our Services, you agree to be bound by these Terms as well as our Privacy Policy. By using our site and/or services, you are a “user” and you accept and agree to this TOU as a legal contract between you and us. It is your responsibility to review this TOU. If at any time you find the TOU unacceptable or if you do not agree, please do not use our site or services.

 

You must be the legal age of majority in your state of residence or otherwise able to form a binding contract with Adjacent in order to use the Services. In no event is use of the Services permitted by those under the age of 13.

 

 

3. Termination of Membership and Access Restriction

Adjacent reserves the right, in its sole discretion, to downgrade or terminate your access to the Services, for any reason and at any time without prior notice. For example, we may suspend or terminate your use of the Services if you are not complying with these Terms, or if you are using the Services in a manner that would expose us to legal liability, disrupt the Services or disrupt others’ use of the Services.

If Adjacent elects to terminate your account, Adjacent will provide you with notice at your registered email address. Adjacent also reserves the right to modify or discontinue, either temporarily or permanently, any part of its Services with notice. You agree that Adjacent will not be liable to you or to any third party for any modification, suspension, or discontinuance of your membership in the Services.

 

4. Ownership and Preservation of Your Ideas

Adjacent does not claim ownership of any ideas you either create or upload and store using our Services. You grant permission for Adjacent to use your Documents in connection with providing Services to you.

 

You acknowledge and agree that Adjacent may preserve these Documents as well as disclose them if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to accomplish any of the following: (1) to comply with legal process, applicable laws or government requests; (2) to enforce these Terms; (3) to respond to claims that any content violates the rights of third parties; or (4) to protect the rights, property, or personal safety of Adjacent, its users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices. You agree that Adjacent has no responsibility or liability for deleting or failing to store any content maintained or uploaded by the Services.

 

5. Consent to Receive Emails

By creating an account, you agree that you may receive communications from Adjacent, such as newsletters, special offers, and account reminders and updates. You also understand that you can remove yourself from these communications by clicking the “Unsubscribe” link in the footer of the actual email.

 

6. Acceptable Use of Communications Services

Our Services include a large number of what are collectively called “Communications Services.” These include services such as live chats, comment threads, blog posts, calendars, and other message services. You agree to use the Communication Services only to post, send, and receive messages or materials proper to and related to the particular Communication Service. When using a Communication Service, you agree that you will not do any of the following:

• Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others.

• Publish, post, upload, distribute or disseminate any names, materials, or information that is considered inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful.

• Create a false identity, represent yourself as someone else, or sign an agreement as someone else or on behalf of someone else or otherwise falsify or delete in an uploaded file any significant attributions or notices.

• • Upload files that contain software or other material protected either by intellectual property laws or by the rights of privacy or publicity except when:

  • you own or control the necessary rights, or

  • you have received all necessary consents to do so.

• Upload corrupted files, files that contain viruses, or any other files that may damage the operation of another’s computer.

• Advertise, offer to sell, or offer to buy anything for business purposes except to the limited extent any particular Communication Service specifically allows such activity.

• Restrict or inhibit any other user from using and enjoying the Communication Services.

• Harvest or otherwise collect personally identifiable information about others, without their consent.

• Violate any code of conduct or other guidelines, which may be applicable for any particular Communication Service.

• Violate any applicable laws or regulations.

Although Adjacent has no obligation to monitor the Communication Services, we reserve the right, in our own discretion, to review and remove materials posted to a Communication Service, in whole or in part. Adjacent reserves the right to disclose any materials posted, information or activity as necessary to satisfy any applicable law, regulation, legal process, or governmental request.

 

7. No Unlawful or Prohibited Use

You can only use our Services if they do not conflict with or violate the laws of your jurisdiction(s). The availability of our Services in your jurisdiction(s) is not an invitation or offer by Adjacent to access or use our website or Services. By using our Services, you accept sole responsibility that you or any family member’s use of or access to our Services does not violate any applicable laws in your jurisdiction(s). To enforce this provision, Adjacent reserves the right to refuse membership, or suspend or terminate your account immediately and without prior notice at our sole discretion.

 

You may not hack, “scrape” or “crawl” Adjacent whether directly or through intermediaries such as spiders, robots, crawlers, scrapers, framing, iframes or RSS feeds, or otherwise access or attempt to access any information Adjacent has not intentionally made available to you on its website via purchased subscription. Your use of the Adjacent website does not entitle you to resell any Adjacent content without prior express written consent from Adjacent.

 

8. License Grant

Subject to your compliance with these Terms, you are hereby granted a non-exclusive, limited, non-transferable, revocable license to use the Services as we intend for them to be used. As a registered Adjacent user, you are licensed to keep, for your own personal records, electronic or physical copies of documents you have created on Adjacent. You may not copy the content of others ideas on the Adjacent platform for use or sale outside of Adjacent. Any rights not expressly granted in these Terms are reserved by Adjacent.

License to Use. 

When you transmit user content on Adjacent, you hereby grant Adjacent and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any such content, including throughout the world in any media. If you submit feedback or suggestions about our Services, we may use your feedback or suggestions without obligation to you.

 

9. Intellectual Property Rights

Adjacent retains all right, title and interest in and to its products and services, including, without limitation, software, images, text, graphics, illustrations, logos, service marks, copyrights, photographs, videos, music, and all related intellectual property rights. Except as otherwise provided in this agreement, you may not, and may not permit others to:

 

i. reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of our products and services;

ii. sell, license, sublicense, rent, lease, distribute, copy, publicly display, publish, adapt or edit any of our products and services; or

iii. circumvent or disable any security or technological features of our products and services.

 

The design, text, graphics and selection and arrangement thereof and services and the legal forms, documents, guidance and all other content found on our website (“Service Content”) are copyright © MEDDY, LLC. All rights reserved.

MEDDY® are registered trademarks in the U.S. Patent and Trademark Office. Adjacent.us® is a trademark of MEDDY. These and any other Adjacent product or service names or slogans displayed on Adjacent products are trademarks of MEDDY, LLC. You may not copy, imitate or use them, in whole or in part, without our prior written consent. In addition, the look and feel of Adjacent is the service mark, trademark and/or trade dress of MEDDY, LLC and you may not copy, imitate or use it, in whole or in part, without our prior written consent. The names of actual companies and products you might encounter through us may be the trademarks of their respective owners. Nothing in these Terms or the Services should be understood as in any way granting any license or right to use any of Adjacent’s trademarks displayed on our website. All goodwill generated from the use of Adjacent’s trademarks is reserved for the use of Adjacent, exclusively.

 

10. Copyright and DMCA

We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act.

If you believe that any material on our website infringes upon any copyright which you own or control, you may file a DMCA Notice of Alleged Infringement with Adjacent’s Designated Copyright Agent:

MEDDY, LLC
Attn: Legal Department
Email: rachel@adjacent.us 

 

11. Links to Third Party Sites

Our site and services may contain links to websites controlled by parties other than us (each a “Third Party Site”). We may work with a number of partners and affiliates whose sites are linked with our site and services. We may also provide links to other citations or resources with whom we are not affiliated. We are not responsible for and do not endorse or accept any responsibility for the availability, contents, products, services or use of any Third Party Site, any website accessed from a Third Party Site or any changes or updates to such site. We make no guarantees about the content or quality of the products or services provided by such site. We are not responsible for webcasting or any other form of transmission received from any Third Party Site. We are providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by us of the Third Party Site, nor does it imply that we sponsor, are affiliated or associated with, guarantee, or are legally authorized to use any trade name, registered trademark, logo, legal or official seal, or copyrighted symbol that may be reflected in the links. You acknowledge that you bear all risks associated with access to and use of content provided on a Third Party Site and agree that we are not responsible for any loss or damage of any sort you may incur from dealing with a third party. You should contact the site administrator for the applicable Third Party Site if you have any concerns regarding such links or the content located on any such Third Party Site.

 

12. Disclaimer of Representations and Liability

PLEASE READ THIS SECTION CAREFULLY, AS IT AFFECTS YOUR RIGHTS

The information, software, products, and services made available through Adjacent may include inaccuracies or typographical errors. Adjacent and/or its suppliers may at any time make improvements or changes to our Services. Information received via Adjacent should not be relied upon for personal, medical, legal, or financial decisions. You should consult an appropriate professional for specific advice tailored to your situation. In short, your use of our Services is at your own risk.

TO THE FULLEST EXTENT PERMITTED BY LAW, ADJACENT AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED “AS IS.” WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. INFORMATION AND OPINIONS RECEIVED VIA THE WEBSITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ADJACENT, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT ADJACENT HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

ADJACENT’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES SHALL IN NO EVENT EXCEED THE GREATER OF $500 OR THE AMOUNT PAID BY YOU TO ADJACENT FOR THE 12 MONTHS PRECEDING THE SERVICES IN QUESTION.

 

13. Release and Indemnity

PLEASE READ THIS SECTION CAREFULLY, AS IT AFFECTS YOUR RIGHTS

On behalf of yourself and your heirs, executors, agents, representatives, and assigns, fully release, forever discharge, and hold Adjacent, its affiliates and their respective officers, employees, directors and agents harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, and actions of any kind and injury (including death) arising out of or relating to your use of the Service. You agree that this release has been freely and voluntarily consented to and you confirm that you fully understand what you are agreeing to.

 

You agree to indemnify and hold Adjacent and its affiliates and their respective officers, employees, directors and agent harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of any third party claims relating to your use of the Service, your violation of these Terms or your violation of any rights of another.

 

14. Dispute Resolution By Binding Arbitration and Class Action Waiver

 

PLEASE READ THIS SECTION CAREFULLY, AS IT AFFECTS YOUR RIGHTS.

Most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing our Customer Service Department at: rachel@adjacent.us 

However, if Adjacent is not able to resolve a dispute with you after attempting to do so informally, then as a condition to your use of the Services we mutually agree to resolve such dispute through binding arbitration under the auspices of JAMS Alternative Dispute Resolution (” JAMS”). JAMS will administer any such arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the United States county where you live or work, or any other location as to which we may then mutually agree. A party seeking arbitration must first send to the other, by certified mail, a written notice of dispute.

Any notice to Adjacent should be addressed to Adjacent, LLC, Attention: General Counsel, rachel@adjacent.us.  Any notice to you shall be sent to your address as set forth in Adjacent’s records of account or such other legal address as Adjacent is able to identify.

You may only resolve disputes with us on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed.

Notwithstanding our agreement to arbitrate our disputes as provided above, the following exceptions will apply to the resolution of disputes between us:

• Adjacent may bring a lawsuit against you in any court of competent jurisdiction solely for injunctive relief to stop any unauthorized use or abuse of the Services without first engaging in arbitration or the informal dispute-resolution process described above.

• Adjacent may bring a lawsuit against you in any court of competent jurisdiction solely for injunctive relief to stop any intellectual property infringement without first engaging in arbitration or the informal dispute-resolution process described above.

• In the event that the agreement to arbitrate provided herein is found to be inapplicable or unenforceable for any reason, then as a condition to your use of the Services we agree that any resulting judicial proceedings will be brought in the federal or state courts of Maryland and by your use of the Services you expressly consent to venue and personal jurisdiction of the courts therein.

 

Adjacent may, in the future, make changes to these provisions regarding dispute resolution and arbitration by providing notice in accordance with the section of these Terms entitled “Modifications” below. You may reject any changes made during your Membership by sending us written notice. Such notice must be given within thirty (30) calendar days of the notice of modification to the following address: MEDDY, LLC, rachel@adjacent.us Attention: General Counsel.

15. Controlling Law

 

These Terms will be governed by Maryland law except for its conflicts of laws principles.

16. Entire Agreement

 

These Terms constitute the entire agreement between you and Adjacent with respect to the subject matter of these Terms and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third party beneficiary rights.

17. Waiver, Severability and Assignment

 

Adjacent’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. Adjacent may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

18. Modifications

 

We may revise these Terms from time to time and will always post the most current version on our website. If a revision meaningfully reduces your rights, we will notify you (by, for example, posting on our blog or on this page). By continuing to use or access the Services after the revisions come into effect, you agree to be bound by the revised Terms.

If you have any questions or concerns, please visit our Help Page www.adjacent.us/Contact or Contact Us at rachel@adjacent.us at any time.

 

19. Inquiries and Contract Term.

 

BY USING OUR SITE AND SERVICES, YOU ACKNOWLEDGE THAT SUBMITTING YOUR TELEPHONE NUMBER TO US VIA THE SITES AND SERVICES CONSTITUTES AN INQUIRY TO US, AND THAT WE OR OUR AFFILIATES MAY CONTACT YOU AT THE NUMBER SUBMITTED EVEN IF SUCH NUMBER APPEARS ON ANY STATE OR FEDERAL DO NOT CALL LISTS (TAKING INTO ACCOUNT INQUIRY EXCEPTION TIME FRAMES AS APPROPRIATE).

You authorize us to contact you by telephone at the number you have provided. Telephone calls may include prerecorded or artificial voice messages and calls using an automatic telephone dialing system. Your consent is not a condition of your purchase.

You agree that any calls to or from us may be monitored or recorded for training or quality assurance purposes.