ADAPTAFY, LLC

Terms and Conditions

Policy last updated on 04 July 2024

Please carefully read and understand these Terms and Conditions prior to using this Website.

Your interaction with https://www.adaptafyhealth.com, encompassing any sub-domains, related websites, and mobile applications (referred to collectively as the “Website”), owned and operated by ADAPTAFY, LLC (collectively, “ADAPTAFY,” “we,” “our,” or “us”), is regulated by the following Terms and Conditions (the “Terms” or “Terms and Conditions”). Please read and review these Terms carefully and completely. The Website, inclusive of all information, tools, products, and services provided (collectively, “Services”), is extended to you, the User, with the condition that you agree to comply with all the policies, terms, and conditions detailed here. These Terms are applicable to every User of the Website, encompassing but not restricted to browsers, vendors, customers, merchants, and content contributors. By accessing, utilizing, or conducting an order through the Website, you indicate your acceptance of these documented Terms in full. Not accepting these Terms in their entirety prohibits your use of the Website in any manner or form.

The Terms apply to any new features or tools added to the Website. You can review the most current version of the Terms at any time on this page. We reserve the right to update, modify or replace any part of these Terms by posting updates and/or changes to our Website. It is your responsibility to periodically check this page for changes or updates of the Terms. Your continued use of or access to the Website following the posting of any changes constitutes acceptance of those changes.

You can review the most current version of this Agreement at any time on this page. We reserve the right to update, change, or replace all or any part of the Terms of this Agreement by posting updates and/or changes to our Website. Upon any update or change to this Agreement, we will provide notice to you via email, if your email address is on file with us. If your email address is not on file with us, or if you have opted out of email communications from us, it is your responsibility to check this page periodically for changes. Your continued use of or access to the Website following the posting of any changes constitutes your manifestation of assent to and acceptance of those changes.

The products and the claims made about specific products on or through this site have not been evaluated by the United States Food and Drug Administration (FDA) and are not intended to diagnose, treat, cure or prevent disease. The information or material provided on this site is for informational purposes only and is not intended as a substitute for advice from your physician or other healthcare professional or any information contained on or in any product label or packaging. You should not use the information on this site for diagnosis or treatment of any health problem or for prescription of any medication or other treatment. You should consult with a healthcare professional before starting any diet, exercise, or supplementation program, before taking any medication, or if you have or suspect you might have a health problem.

PLEASE READ AND REVIEW THESE TERMS AND CONDITIONS. YOUR USE OF THIS WEBSITE IMPLIES THAT YOU HAVE READ AND AGREED TO THE TERMS AND CONDITIONS. IF YOU ARE UNABLE TO ADHERE TO THESE TERMS DOCUMENTED BELOW, PLEASE REFRAIN FROM ACCESSING AND UTILIZING THE WEBSITE. 

BY COMPLETING YOUR PURCHASE IN OUR ONLINE SHOP, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND AGREE ENTER INTO AND BE BOUND BY IT.

NOTICE OF ARBITRATION. THIS TERMS OF SERVICE AGREEMENT CONTAINS AN ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT APPLIES TO ALL CLAIMS EXCEPT FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT OR THOSE THAT CAN BE BROUGHT IN SMALL CLAIMS COURT. EXCEPT AS OTHERWISE STATED UNDER THE TERMS OF THIS AGREEMENT, AND IF YOU DO NOT OPT-OUT OF ARBITRATION AS SET FORTH BELOW, YOU AGREE THAT ANY AND ALL DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE YOUR RIGHT TO BRING OR RESOLVE ANY DISPUTE AS, OR PARTICIPATE IN, A CLASS, CONSOLIDATED, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR ARBITRATION.

 

Table of Contents 

  1. ON-LINE STORE TERMS
  2. GENERAL CONDITIONS 
  3. ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
  4. INTELLECTUAL PROPERTY RIGHTS
  5. PRODUCTS SOLD
  6. NO MEDICAL ADVICE 
  7. MODIFICATIONS TO SERVICES AND PRICING
  8. PRODUCTS OR SERVICES
  9. PERSONAL INFORMATION 
  10. PRIVACY POLICY 
  11.  CREDENTIALS 
  12.  ACCURACY OF BILLING AND ACCOUNT INFORMATION
  13.  PURCHASES 
  14.  PAYMENT
  15.  TAX
  16.  ORDER ACCEPTANCE 
  17.  SHIPPING, RECEIVING AND RETURNS
  18.  ELECTRONIC COMMUNICATION
  19.  OPTIONAL TOOLS
  20.  THIRD PARTY LINKS
  21.  USER COMMENTS, FEEDBACKS AND OTHER SUBMISSIONS 
  22.  ERRORS, INACCURACIES AND OMISSIONS 
  23.  PROHIBITED USES 
  24.  DISCLAIMER OF WARRANTY; LIMITATIONS OF LIABILITY
  25.  INDEMNIFICATION 
  26.  GOVERNING LAW
  27.  COPYRIGHT AND DMCA POLICY
  28.  AGREEMENT TO ARBITRATE 
  29. FORCE MAJEURE 
  30.  ASSIGNMENT
  31.  WAIVER AND INTEGRATION 
  32. SEVERABILITY
  33.  ENTIRE AGREEMENT
  34.  TERMINATION 

 

1) ON-LINE STORE TERMS: 

By using the Website and agreeing to these Terms, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site. 

If you utilize the Website and Services, you confirm that you possess the legal capacity to engage in a binding contract with ADAPTAFY, LLC, and have reviewed, fully comprehend, and consent to these Terms.

Using our Website or Services for unlawful or unauthorized purposes is prohibited. Additionally, when using the Website or Service, you must comply with all laws in your jurisdiction, including but not limited to copyright, trademark, and other intellectual property laws.

You must not transmit any worms or viruses or any code of a destructive nature.

A breach or violation of any of the Terms will result in an immediate termination of your Services.

2) GENERAL CONDITIONS

We reserve the right to refuse service to anyone for any reason at any time.

You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is encrypted during transfer over networks.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the Service is provided, without express written permission by us.

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

3) INTELLECTUAL PROPERTY RIGHTS 

The Website and its associated trademarks and content are owned and used by ADAPTAFY, including, but not limited to, our trademark: ADAPTAFY ™.

Any use of the Website, its associated trademarks, or its content without the prior written approval of ADAPTAFY is prohibited. The selection, arrangement, and layout of the Website is the sole and exclusive property of ADAPTAFY, and any unauthorized copying, public display, public performance, distribution, or derivation, whether in whole or in part, is expressly prohibited.

4) ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION

Although ADAPTAFY strives to provide accurate and reliable information, we are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.

This Website may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, and we have no obligation to update any information on our Website. You agree that it is your responsibility to monitor changes to our Website.

We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

5) PRODUCTS SOLD

You agree that any Products or Services you purchase from ADAPTAFY and/or our Website will be used for your personal, non-commercial use. You agree that you will not resell, redistribute, modify, or export any product that you order from the Website.

Our Products or Services are for adult use only.  We do not make any guarantee that you will accomplish your health and/or wellness goals.  All products and services are to be used as a part of a healthy lifestyle that includes appropriate nutrition, exercise, and self-care. Your results may vary depending upon a variety of factors unique to you, such as your age, health, and genetics. As noted in Section 21 below, customer Submissions represent the unique experience of the customers making the Submissions, and do not necessarily reflect the experience that you may have using ADAPTAFY’s Products and Services.

6) NO MEDICAL ADVICE 

The information or material on the Website is provided for general informational purposes only and is not intended as medical advice or as a substitute for the medical advice of a healthcare professional.  The statements made on this Website and made on ADAPTAFY’s labeling, and ADAPTAFY’s Products or Services themselves, have not been evaluated by the Food and Drug Administration (FDA), and are not intended to diagnose, treat, cure or prevent any disease.  You should consult with a healthcare professional before starting any diet, exercise, or supplementation program, before taking any medication, suspect you might have a health problem, or using any information or material provided by ADAPTAFY or its Website.

7) MODIFICATIONS TO SERVICES OR PRICING

Prices for our products are subject to change without notice.

We reserve the right to modify or discontinue the Service (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

8) PRODUCTS OR SERVICES

Certain products or services may be available exclusively online through the Website.  These products or services may have limited quantities and are subject to return only according to our “Shipping, Delivery and Returns” Policy. Refer to LINK. 

ADAPTAFY reserves the right to refuse any order you place with us at our sole discretion. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. We reserve the right to merge shipments. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

We reserve the right to limit Services to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis. All descriptions of products or product pricing are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any Product at any time. Any offer for any Product or Service made on this site is void where prohibited.

We do not warrant that the quality of any Services, information, or other material purchased or obtained by you will meet your subjective expectations.

We have made every effort to display as accurately as possible the colors and images of our products. We cannot guarantee that your computer monitor’s display of any color will be accurate.

9) PERSONAL INFORMATION

Your submission of personal information through the Website is governed by our Privacy Policy. 

10) PRIVACY POLICY 

ADAPTAFY respects each individual’s right to personal privacy, and we are committed to protecting your privacy.  Refer to our Privacy Policy. 

11) CREDENTIALS 

You are solely responsible for the supervision, management, and control of your login credentials. ADAPTAFY DOES NOT PROTECT YOU FROM UNAUTHORIZED USE OF YOUR CREDENTIALS. Any person using your login credentials is conclusively deemed to have the actual authority to engage in transactions on the Website, and, accordingly, all sales of Services made by a person using your credential are hereby authorized by you. You shall immediately notify ADAPTAFY if you become aware of any unauthorized use of your credentials and we will thereafter suspend your account as soon as practicable.

12) ACCURACY OF BILLING AND ACCOUNT INFORMATION

ADAPTAFY reserves the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

You agree to provide current, complete, and accurate purchase and account information for all purchases made through our Services. By using the Service, you represent and warrant that: (1) you have the legal right to use any credit card(s) or other payment method(s) you use; and that (2) the information you supply to us is true, correct and complete. We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.

You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

13) PURCHASES

You are responsible for all Service purchases and amounts due under your login credentials. You are responsible for paying in full the purchase price for Services, the shipping and handling charges and any taxes due as more fully set forth in your Website order.

In the event that an ADAPTAFY Service is mistakenly listed at an incorrect price, we reserve the right to refuse or cancel any orders placed for service or products listed at the incorrect price. We reserve the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, we shall issue a credit to your credit card account in the amount of the incorrect price.

14) PAYMENT

All charges by ADAPTAFY are in US Dollars. All charges will be completed on the Website. No payments will be accepted by money orders, cashier checks or personal checks. 

By submitting payment information to us, you represent and agree that: (1) you are fully authorized to use that card or account; (2) all payment information provided is complete and accurate; (3) you will be responsible for any payment card fees; and (3) that sufficient funds exist to pay us the amount(s) due.

If your credit card is denied when charged or if an ACH or other debit to the depositary account is rejected, we may charge and collect from you a “bad account” fee of twenty five ($25.00) dollars for any declined or rejected transaction. You shall additionally be responsible for and shall immediately pay us, on demand, any payments that are made to us that are subject to a subsequent reversal. Questions regarding charges must be brought to the attention of ADAPTAF’s billing department within 30 days after the end of the questioned billing period. Charges beyond 30 days old are not subject to review, reversal or refund. You remain solely responsible to pay for Product purchases following declination of your credit card, ACH transaction, eCheck or otherwise.

We and our third-party payment service providers may request, and we may receive, updated credit card information from your credit card issuer, such as updated card numbers and expiration date information when your credit card has expired. If such updated information is provided to us and our third-party payment service providers, we will update your account information accordingly.  Your credit card issuer may give you the right to opt-out of providing vendors and third-party payment service providers with your updated credit card information. If you wish to opt-out of your credit card’s updating service, you should contact your credit card issuer.

We are not responsible for any fees or charges that your bank or credit card issuer may apply. If your bank or credit card issuer reverses a charge to your credit card, we may bill you directly and seek payment by another method including a mailed statement. 

You agree that you will not initiate any chargebacks to ADAPTAFY unless otherwise authorized by ADAPTAFY in writing. You understand and agree that you will be responsible and required to pay for any costs associated with any chargebacks that you have initiated against ADAPTAFY.

15) TAX

You shall be responsible for all sales, use and other taxes and all applicable duties, levies and export fees and similar charges imposed by any federal, state or local government entity with respect to your purchases of Products or Services and authorize us to charge such due amounts in addition to the amounts set forth above.

16) ORDER ACCEPTANCE

Your electronic order confirmation, or any form of confirmation, does not signify ADAPTAFY’s acceptance of your order. We reserve the right to accept or deny shipment to anyone for any reason. In the event we deny your order, you will receive a refund to your original form of payment. You understand and agree that we will not be liable for any losses or damages that may result from our refusal to provide you any product or service.  We reserve the right to require additional information before processing any order.

17) SHIPPING, DELIVERY AND RETURNS

Information regarding shipping/delivery rates and availability, as well as return, exchange, and refund information can be found within our Shipping, Delivery and Returns Policy, the terms of which are expressly incorporated by reference into this Agreement. 

18) ELECTRONIC COMMUNICATION

You agree that ADAPTAFY may communicate electronically with you and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication.

19) OPTIONAL TOOLS

ADAPTAFY may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.

20) THIRD PARTY LINKS 

Certain content, products, and services available via our Website may include materials from third parties.

Third-party links on this Website may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third party.

21) USER COMMENTS, FEEDBACK, AND OTHER SUBMISSIONS

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate, and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service. 

You agree that your comments will not violate any right of any third party, including copyright, trademark, privacy, personality or other personal or proprietary right. You are 18 years of age or older. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third party.

Anything that you submit or post to the Website and/or provide us, including without limitation, photographs, testimonials, ideas, know-how, techniques, questions, reviews, comments, and suggestions (collectively, “Submissions”) is and will be treated as non-confidential and nonproprietary, and we shall have the right to use, copy, distribute, display, publish, perform, sell, lease, transmit, adapt, and create derivative works from such Submissions by any means and in any form, and to translate, modify, reverse-engineer, disassemble, or decompile such Submissions. You represent and warrant that you are the owner or have sufficient rights to share the Submissions with us.   Submissions represent the unique experience of the submitting customers, and do not necessarily reflect the experience that you may have using our products.  As noted in Sections 5 above, your results will vary depending upon a variety of factors unique to you, such as your age, health, and genetics.

We have the right to correct grammatical and typing errors, to shorten Submissions prior to publication or use, and to review all Submissions prior to publication or use. We are under no obligation to use any, or any part of, any Submissions. 

22) ERRORS, INACCURACIES AND OMISSIONS 

Occasionally there may be information on our Website or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

ADAPTAFY undertakes no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

23) PROHIBITED USES 

In addition to other prohibitions as set forth in the Terms, you are prohibited from using the Website or its content: (1) for any unlawful purpose; (2) to solicit others to perform or participate in any unlawful acts; (3) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (4) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (5) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (6) to submit false or misleading information; (7) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (8) to collect or track the personal information of others; (9) to spam, phish, pharm, pretext, spider, crawl, or scrape; (10) for any obscene or immoral purpose; or (11) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

24) DISCLAIMER OF WARRANTIES; LIMITATIONS OF LIABILITY 

ADAPTAFY does not guarantee, represent or warrant that your use of our Service will be uninterrupted, timely, secure or error-free.

We do not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.

You agree that from time to time we may remove the Service for indefinite periods of time or cancel the service at any time, without notice to you.

You expressly agree that your use of, or inability to use, the Service is at your sole risk. The service or products delivered to you through the Service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

IN NO CASE SHALL ADAPTAFY, LLC, OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, INTERNS, SUPPLIERS, SERVICE PROVIDERS OR LICENSORS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF ANY OF THE SERVICE OR ANY PRODUCTS PROCURED USING THE SERVICE, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICE OR ANY PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICE OR ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

25) INDEMNIFICATION 

To the fullest extent permitted by law, you agree to indemnify, defend, and hold harmless ADAPTAFY and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns, and employees harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms and the documents they incorporate by reference, or your violation of any law or the rights of a third party.

26) GOVERNING LAW AND INTERPRETATION

These Terms shall be governed by and construed in accordance with the laws of the State of Pennsylvania, without giving effect to any principles of conflicts of law. This Agreement will be deemed to have been drafted by both parties, and the terms and conditions of this Agreement will not be interpreted against its drafter.

27) COPYRIGHT AND DMCA POLICY 

ADAPTAFY will take down works in response to Digital Millennium Copyright Act (“DMCA”) takedown notices and/or other intellectual property infringement claims and will terminate a user’s access to the Website if the user is determined to be a repeat infringer. If you believe that your content has been copied in a way that constitutes copyright or trademark infringement, or violates your publicity or other intellectual property rights, please submit a written notice to our designated copyright at:

ADAPTAFY
ATTN: Copyright
1650 Limekiln Pike
Ste B19 PMB 1006
Dresher, PA 19025

Or email our designated agent at copyright@adaptafyhealth.com with the subject line DMCA TAKEDOWN NOTICE.

For us to process your infringement claim regarding content on the Website, you must be the rightsholder or someone authorized to act on behalf of the rightsholder. Your takedown notices and/or other intellectual property infringement claims must be properly formatted and must include, without limitation, the following information: 

(a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; 

(b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works are covered by a single notification, a representative list of such works);

(c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on the Website; 

(d) the name, address, telephone number and email address (if available) of the complaining party; 

(e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and 

(f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

For more information about compliant DMCA notices and counter-notices, please visit https://www.copyright.gov/. 

Upon receipt of a valid notice, we will forward your notice of intellectual property infringement, including your contact information, to the party who will have their content removed so they understand why it is no longer available on the Website and can also contact you to resolve any dispute.

It is our policy to: (a) remove or disable access to material that we believe in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Website; and (b) in appropriate circumstances, to terminate the accounts of and block access to the Website by any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights. ADAPTAFY will terminate the accounts of users that are determined by us, in our sole discretion, to be repeat infringers.

28) AGREEMENT TO ARBITRATE  

This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and us, whether arising out of or relating to these Terms (including any alleged breach thereof), the Website, our Products or Services, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and we are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. If you are not a resident of the United States, this Arbitration Agreement will only apply to you to the extent applicable law in your country of residence permits.

28a) Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION. 

28b) Pre-Arbitration Dispute Resolution

We are always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at support@adaptafyhealth.com . If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, a written Notice of Dispute (“Notice”). The Notice to us should be sent to support@adaptafyhealth.com (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If you and we do not resolve the claim within 60 calendar days after the Notice is received, you or we may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by us or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or we are entitled.

28c) Arbitration Procedures

You and ADAPTAFY agree that any dispute arising out of or related to this Agreement or your use of the Website, including, but not limited to, your purchase or use of products through the Website, will be governed by the laws of the State of Pennsylvania, without regard to its conflict of laws rules. Specifically, the validity, interpretation, and performance of this Agreement will not be governed by the United Nations Convention on the International Sale of Goods. Except for claims for injunctive relief by either party, you and ADAPTAFY agree that any dispute or controversy arising out of, in relation to, or in connection with this Agreement or your use of the Website including, without limitation, any and all disputes, claims (whether in tort, contract, statutory, or otherwise), or disagreements concerning the existence, breach, interpretation, application, or termination of this Agreement, shall be finally resolved by binding arbitration through the platform provided by New Era ADR, Inc. (https://app.neweraadr.com/) (the “New Era Platform”) in accordance with its rules and procedures for “Virtual Expedited Arbitrations” by a professional neutral(s) with substantial experience in resolving commercial disputes (the “Neutral”). The Neutral shall be chosen in accordance with the rules and procedures of the New Era Platform. Regardless of the manner in which the arbitration is conducted, you will not object to the arbitrator issuing a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

28d) Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the New Era Platform’s rules, unless otherwise provided in this Arbitration Agreement. If we are the party initiating an arbitration against you, we will pay all costs associated with the arbitration, including the entire filing fee. If you are the party initiating an arbitration against us in accordance with these Terms, we will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000 or as set forth below, in which case the payment of any fees will be decided by the the New Era Platform’s rules. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. However, if the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the the New Era Platform’s rules. In that case, you agree to reimburse us for all monies previously disbursed by it that are otherwise your obligation to pay under the the New Era Platform’s rules. Any payment of attorneys’ fees will be governed by the the New Era Platform’s rules.

28f) Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

28g) Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is 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 this Arbitration Agreement shall be enforceable as so modified.  If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply.

28h) Future Changes to Arbitration Agreement

Notwithstanding any provision in these Terms to the contrary, we agree that if we make any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Site, you may reject any such change by sending us written notice within 30 calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the applicable arbitration language in these Terms as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

28i) Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, YOU ACCEPT AND AGREE THAT SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

28f) Jurisdiction and Venue for Other Claims

Any claims not subject to arbitration under this Agreement must be brought in Montgomery County, Pennsylvania and will be governed by the laws of the State of Pennsylvania without regard to its conflict of laws rules. By using the Website and agreeing to these terms, you waive any argument regarding improper venue. 

29) FORCE MAJEURE 

ADAPTAFY will not be responsible for any delay or failure in performance of the Website or its associated Services arising out of any cause beyond ADAPTAFY’s control, such as acts of God, war, riots, fire, terrorist attacks, pandemics, power outages, severe weather, or other accidents.

30) ASSIGNMENT  

You are expressly prohibited from assigning your rights and duties under this Agreement. ADAPTAFY reserves the right to assign its rights and duties under this Agreement, including in a sale of ADAPTAFY or its Website. 

31) WAIVER AND INTEGRATION 

No term or condition of this Agreement or breach of this Agreement will be deemed to have been waived or consented to unless said waiver is written and signed by the party to be charged. This Agreement is the entire agreement between the parties and supersedes all previous agreements or representations between the parties.

32) SEVERABILITY 

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

33) ENTIRE AGREEMENT

The failure of us to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

These Terms and any policies or operating rules posted by us on this site or in respect to the Service, including but not limited to, our Privacy Policy and our Shipping, Delivery and Returns Policy, constitutes the entire agreement and understanding between you and us and govern your use of the Services, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms and Conditions).

Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.

34) TERMINATION

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

These Terms are effective unless and until terminated by either you or us. You may terminate these Terms at any time by notifying us that you no longer wish to use our Services, or when you cease using our Website.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

 

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