Website Terms of Use

Adanola Inc – Website Terms of Use (these “Terms”)

THESE TERMS TELL YOU THE RULES FOR USING OUR WEBSITE WWW.ADANOLA.COM (OUR "SITE"). PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR SITE. BY ACCESSING OUR SITE OR CHECKING “I AGREE TO THE WEBSITE TERMS OF USE” WHEN CREATING AN ACCOUNT ON OUR SITE (AN “ACCOUNT”), YOU EXPRESSLY AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SITE. IF YOU ARE CONSIDERED A MINOR IN YOUR COUNTRY OF RESIDENCE, YOU MUST HAVE YOUR PARENT OR LEGAL GUARDIAN’S PERMISSION TO MAKE AN ORDER AND TO ACCEPT THESE TERMS. IF YOU ARE A PARENT OR LEGAL GUARDIAN OF A MINOR, YOU HEREBY AGREE TO BIND THE MINOR TO THESE TERMS AND TO FULLY INDEMNIFY AND HOLD HARMLESS ADANOLA IF THE MINOR BREACHES ANY OF THESE TERMS. IF YOU ARE NOT AT LEAST 13 YEARS OLD, YOU MAY NOT ACCESS OR USE THE SITE. THE TERMS INCLUDE AN ARBITRATION PROVISION IN “ARBITRATION AGREEMENT & CLASS ACTION WAIVER” BELOW, INCLUDING A CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS. IF YOU WISH TO OPT OUT OF THE ARBITRATION PROVISION SET FORTH BELOW, YOU MUST FOLLOW THE PROCEDURES SET FORTH IN “ARBITRATION AGREEMENT & CLASS ACTION WAIVER” BELOW. THESE PROVISIONS APPLY SOLELY TO THE EXTENT PERMITTED IN YOUR JURISDICTION.

Who we are and how to contact us

Our Site is operated by Adanola Inc ("we", "our" and "us"). We are registered in the state of Delaware and our registered address c/o DLA Piper LLP (US), 1251 Avenue of the Americas, 27th Floor, New York, NY 10020. To contact us with general queries, please contact customer service and submit an enquiry to our team at https://adanola.com/pages/contact.

Additional terms

These Terms refer to the following additional Terms, which also apply to your use of our Site:

→ our privacy policy, available at http://www.adanola.com/pages/privacy-policy, which sets out information about how we use your personal data; and
→ our cookie policy, available at https://www.adanola.com/pages/cookie-policy, which sets out information about the cookies on our Site.

If you purchase products from our Site, our Terms of Sale available at https://www.adanola.com/pages/cookie-policy will apply to such purchases, along with our Return Policy available at https://adanola.com/pages/returns.  

 

We may make changes to these Terms and our Site

We amend these Terms from time to time, which changes will apply to your use of the Site the next time you access the Site following such changes. If you have created an Account on our Site or signed up to receive marketing updates via Adanola’s newsletter, we will notify you via email whenever these Terms have been changed. It is your responsibility to regularly check your email for such notifications. Every time you wish to use our Site, please check these Terms to ensure you understand the Terms that apply at that time.

We may update and change our Site from time to time, in our sole discretion, to reflect changes to our products, applicable law, our users' needs and our business priorities.

We may suspend or withdraw our Site, and we disclaim all warranties

Our Site is made available free of charge. We may suspend or withdraw or restrict the availability of all or any part of our Site for business and operational reasons.

We may transfer this agreement to someone else

We may transfer, assign, or delegate (as applicable) our rights and obligations under these Terms to another organization without your consent.

Our Site is directed to US residents

Our Site is directed to people residing in the US. We do not represent that content available on or through our Site is appropriate for use or available in other locations.

You must keep your account details safe

If you choose, or you are provided with a password or any other piece of information as part of our security procedures or Account registration process, you must treat such information as confidential. You must not disclose it to any third party.

We have the right to disable any password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms or if we reasonably suspect that your password has been compromised. If you know or suspect that anyone other than you knows your password, you must promptly contact our Customer Services team by submitting an enquiry at https://adanola.com/pages/contact. You are responsible for any actions taken under your Account, regardless of whether or not your Account has been compromised, unless such compromise was caused by our acts or omissions.

How you may use material on our Site

We and our licensors are the owners of all intellectual property rights embodied in our Site, and in the material published on it. All works of authorship on our Site are protected by copyright laws and treaties around the world. All trademarks, service marks, trade dress, and design marks are protected by trademark laws and treaties around the world. All such rights are reserved. You are not permitted to use the "ADANOLA" UK registered trade mark without our approval, unless it is part of material you are using as permitted under these Terms.

You may print off one copy, and may download extracts, of any page(s) from our Site for your personal use and you may draw the attention of others within your organisation to content posted on our Site.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. Our status (and that of any identified contributors) as the authors of content on our Site must always be acknowledged (except where the content is user-generated). You must not use any part of the content on our Site for commercial purposes without obtaining a license to do so from us or our licensors.

If you print off, copy, download, share or repost any part of our Site in breach of these Terms, your right to use our Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

No text or data mining or web scraping

You shall not conduct, facilitate, authorize or permit any text or data mining or web scraping in relation to our Site or any services provided via, or in relation to, our Site. This includes using (or permitting, authorizing or attempting the use of):

→ any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the Site or its source code or any data, content, information or services accessed via the same; and
→ any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations;
→ any means to train a generative artificial intelligence tool off of our Site.

The provisions in this clause should be treated as an express reservation of our rights in this regard, including for the purposes of Article 4(3) of Digital Copyright Directive ((EU) 2019/790). This clause shall not apply insofar as (but only to the extent that) we are unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us.

We are not responsible for websites we link to

Where our Site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources. Your access of those sites is at your own risk and may be subject to those third parties’ own terms and privacy policies.

User-generated content

Our Site may include information and materials uploaded by other users of the Site, for example, product reviews which are uploaded to product pages (collectively, “User Generated Content”). User Generated Content may be subject to moderation by us or a third party before they are uploaded. In any event, the views expressed by User Generated Content do not represent our views or values. You agree to indemnify and hold us harmless from any and all losses, expenses (including reasonable attorneys’ fees), and costs arising out of (i) any claim that your User Generated Content infringes any third party's intellectual property rights or misappropriates any third party's trade secrets, (ii) any claim that your User Generated Content violates a third party’s privacy rights, or (iii) your breach of any of the prohibitions or obligations set forth under “Prohibited use of our site”, “Uploading content to our Site”, or “Content Standards” below.

Prohibited use of our Site

You may not use our Site:

→ in any way that:

(i) breaches any applicable local, national or international law or regulation;
(ii) is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect;
(iii) involves child sexual exploitation or abuse; or
(iv) attempts to derive any personal data of other users or our confidential information.

→ for the purpose of harming or attempting to harm minors in any way;
→ to bully, insult, intimidate or humiliate any person; 
→ to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards (as further described below);
→ to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (e.g., spam); or
→ to upload terrorist content;

You also agree:

→ not to reproduce, duplicate, copy or re-sell any part of our Site in contravention of the provisions of these Terms or to attempt to reverse engineer the source code of our Site or introduce open source software into its code stack; and
→ in any way that:

(i) any part of our Site;
(ii) any equipment or network on which our Site is stored;
(iii) any software used in the provision of our Site; or
(iv) any equipment or network or software owned or used by any third party.

You must not misuse our Site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorized access to our Site, the server on which our Site is stored or any server, computer or database connected to our Site. You must not attack our Site via a denial-of-service attack or a distributed denial-of service attack. If you breach this provision, your right to use our Site will cease immediately and if such breach is a criminal offence under applicable laws, we will report it to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them.

 

Uploading content to our Site

Whenever you make upload User Generated Content, you must comply with the content standards set out in the section below.

You warrant that any User Generated Content complies with the below content standards.

Any content you upload to our Site will be considered non-confidential and non-proprietary and you are solely responsible for securing and backing up your content. You retain all of your ownership rights in your content, but you grant us and other users of the Site the following rights to use that content:

→ a worldwide, non-exclusive, royalty-free, fully sublicensable (through multiple tiers of sublicensees), transferable licence to use, reproduce, distribute, prepare derivative works of, display, and perform that user-generated content in connection with the service provided by the Site and across different media including to promote the Site or the service forever; and
→ a worldwide, non-exclusive, royalty-free, transferable licence for other users, partners or advertisers to use the content for their purposes forever.

We have the right to disclose your identity to any third party who is claiming that any User Generated Content uploaded by you to our Site constitutes a violation of their intellectual property rights or of their right to privacy. We also have the right to remove User Generated Content you make on our Site if, in our opinion, your User Generated Content does not comply with the below content standards. If you wish to contact us in relation to content you have uploaded to our Site and that we have taken down, please submit an enquiry to our Customer Services team at https://adanola.com/pages/contact.

Content Standards

The following content standards apply to each part of any User Generated Content as well as to its whole and must be complied with in spirit as well as to the letter. We will determine, in our absolute discretion, whether a User Generated Content breaches these content standards.

User Generated Content  must:

→ be accurate (where it states facts);
→ be genuinely held (where it states opinions);
→ if it is a product review, be written by a user who is a real customer;
→ if it is a product review, be directly related to the product to which it relates;
→ be written in English; and
→ comply with all applicable laws including (but not limited to) New York, New York, USA  and in any country from which it is posted.

 A User Generated Content must not:

→ be defamatory of any person;
→ contain any personal data and/or financial or medical information from which a user can be identified;
→ be inappropriate, obscene, offensive, hateful, inflammatory or contain profanities;
→ bully, insult, intimidate or humiliate;
→ use sexually explicit language nor promote sexually explicit material;
→ include child sexual abuse material;
→ promote violence or contain any violent language or content;
→ promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
→ infringe or misappropriate any intellectual property rights of any other person;
→ be likely to deceive any person or be false and misleading in any way;
→ breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
→ contain confidential or private information and/or any company trade secret(s);
→ promote any illegal content or activity;
→ be in contempt of court;
→ be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety;
→ be likely to harass, upset, embarrass, alarm or annoy any other person;
→ impersonate any person or misrepresent your identity or affiliation with any person;
→ give the impression that the User Generated Content emanates from us, if this is not the case;
→ advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse;
→ contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism; and/or
→ contain any advertising (including unsolicited or unauthorised material such as spam) or promote any services or web links to other sites.

Branch of permitted use

When we consider that a breach of the content standards has occurred, such breach will constitute a material breach of these Terms and may result in us taking such action as we deem appropriate, including all or any of the following actions:

→ immediate, temporary or permanent withdrawal of your right to use our Site;
→ immediate, temporary or permanent removal of any User Generated Content uploaded by you to our Site;
→ issue of a warning to you;→ further legal action against you; and/or
→ disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.

We exclude our liability for all action we may take in response to breaches of these Terms. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.

How to complain about or report content 

If you become aware of any material on our Site that could comprise or be connected to child sexual abuse or exploitation or that could comprise terrorist content or be connected to terrorism, please contact us immediately by submitting an enquiry to our Customer Services team at https://adanola.com/pages/contact.

If you wish to complain about or report any other content on our Site, please submitting an enquiry to our Customer Services team at https://adanola.com/pages/contact.

DMCA Notice & Procedure for Copyright Infringement Claims

Adanola,Inc (“Adanola”) respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act of 1998 (the “DMCA”), the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf, we will respond expeditiously to claims of copyright infringement committed using our Site that are reported to our Designated Copyright Agent, identified below.

If you are a copyright owner, or are authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Site by completing the following DMCA Notice of Alleged Infringement and delivering it to our Designated Copyright Agent.

Upon receipt of a valid DMCA notice, we will expeditiously remove or disable access to the allegedly infringing User Generated Content. We will also take reasonable steps to notify the user who posted the allegedly infringing User Generated Content that we have removed or disabled access to it.

DMCA Notice of Alleged Infringement (“Notice”)

→ Identify the copyrighted work that you claim has been infringed, or – if multiple copyrighted works are covered by this Notice – you may provide a representative list of the copyrighted works that you claim have been infringed.

→ Identify the material or link that you claim is infringing (or the subject of infringing activity) and to which access is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Site where such material may be found.

→ Provide your company affiliation (if applicable), mailing address, telephone number, and, if available, email address.

→ Include both of the following statements in the body of the Notice:

"I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use)."

"I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed."

→ Provide your full legal name and your electronic or physical signature.

Deliver this Notice, with all items completed, to our Designated Copyright Agent:

Wilson Gunn | Patent & Trade Mark Attorneys
www.wilsongunn.com
+44 (0)161 827 9400

Counter-Notification Procedures 

If you believe that your User Generated Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your User Generated Content, you may send a counter-notice containing the following information to our Copyright Agent:

→ Your physical or electronic signature;

→ Identification of the User Generated Content that has been removed or to which access has been disabled and the location at which the User Generated Content appeared before it was removed or disabled;

→ A statement under penalty of perjury that you have a good faith belief that the User Generated Content was removed or disabled as a result of mistake or a misidentification of the material to be removed or disabled;

→ Your name, address, telephone number, and, if applicable, email address, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by our Copyright Agent, we may send a copy of the counter-notice to the original complaining party informing that person that we may replace the removed User Generated Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the User Generated Content provider, member, or user, the removed User Generated Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.

Rules about linking to our Site 

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our Site on any website that is not owned by you. Our Site must not be framed on any other site, nor may you create a link to any part of our Site other than the home page unless for sharing links for the purpose of promoting our products. We reserve the right to withdraw linking permission without notice.

If you wish to link to or make any use of content on our Site other than that set out above please contact our Customer Services team by submitting an enquiry at https://adanola.com/pages/contact.

Disclaimer of warranties 

WE, FOR OURSELVES AND OUR LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE SITE OR ITS CONTENT RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR CONTENT CONTAINED OR PRESENTED ON THIS SITE.  UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS SITE AND ITS CONTENT ARE PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. YOUR USE OF THIS SITE IS AT YOUR OWN RISK. THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL OR OTHER ERRORS. WE WILL NOT BE LIABLE FOR ANY ERRORS OR OMISSIONS IN THE SITE OR ITS CONTENT. WE DO NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER. WE EXPRESSLY DISCLAIM ANY IMPLIED INDEMNITY OBLIGATIONS. WE DO NOT GUARANTEE THAT OUR SITE, OR ANY CONTENT ON IT, WILL ALWAYS BE AVAILABLE OR BE UNINTERRUPTED.

YOU ACKNOWLEDGE AND UNDERSTAND THAT OUR CUSTOMER CHAT SERVICE IS POWERED BY DIGITALGENIUS, A GENERATIVE AI AGENT (THE “AI AGENT”). YOU ACKNOWLEDGE AND AGREE THAT YOU WILL USE DISCRETION AND INDEPENDENT JUDGMENT BEFORE RELYING ON, SHARING OR OTHERWISE USING THE AI AGENT OR RELYING ON ANY ACTIONS TAKEN BY THE AI AGENT ON YOUR BEHALF, AND WILL MONITOR AND TRACK ANY SUCH ACTIONS TO ENSURE THEY ARE APPROPRIATE. THE AI AGENT IS BASED ON PREDEFINED RULES AND ALGORITHMS, AND THE OUTPUTS OF THAT AI AGENT MAY NOT NECESSARILY BE UNIQUE FROM OUTPUTS GENERATED, CREATED, ENHANCED OR MODIFIED BY OTHER USERS OF THE SITE. THE AI AGENT CAN STRUGGLE WITH COMPLEX TASKS THAT REQUIRE REASONING, JUDGMENT AND DECISION-MAKING. THE AI AGENT MAY MISUNDERSTAND OR MISINTERPRET YOUR QUERIES OR OTHER INSTRUCTIONS; AND OUTPUTS BY THE AI AGENT CAN LACK THE PERSONAL TOUCH THAT COMES WITH CONTENT CREATED BY HUMANS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, WE BEAR NO LIABILITY TO YOU OR ANYONE ELSE ARISING FROM OR RELATING TO YOUR USE OF ANY OF THE AI AGENT’S OUTPUTS OR ANY ACTIONS TAKEN BY YOU BASED ON THOSE OUTPUTS OR THE AI AGENT IN CONNECTION WITH YOUR USE THEREOF. THE AI AGENT DOES NOT HAVE THE AUTHORITY TO MAKE ANY WARRANTIES OR REPRESENTATIONS ON OUR BEHALF, AND YOU MAY NOT RELY ON STATEMENTS MADE BY THE AI AGENT.

Limitation of Liability  

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any products to you, which will be set out in our Terms and Conditions of Sale available at https://adanola.com/pages/terms-conditions.

We will not be liable to you for any: (a) loss of profits, sales, business, data, or revenue; (b) business interruption; (c) loss of anticipated savings; (d) loss of business opportunity, goodwill or reputation; (e) any indirect, incidental, special, or consequential loss or damage, or (f) any direct damages in excess of $100, in each case, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable and even if we have been advised of the possibility of such damages, arising under or in connection with: (a) use of, or inability to use, our Site; or (b) use of or reliance on any content displayed on our Site.

Arbitration Agreement & Class Action Waiver 

This Arbitration Agreement facilitates the prompt and efficient resolution of any Disputes that may arise between you and Adanola. Arbitration is a form of private dispute resolution in which parties to a contract agree to submit their disputes and potential disputes to a neutral third person (called an arbitrator) for a binding decision, instead of having such dispute(s) decided in a lawsuit, in court, by a judge or jury trial.

Please read this Arbitration Agreement carefully. It provides that all disputes between you and Adanola shall be resolved by binding arbitration. Arbitration replaces the right to go to court. In the absence of this Arbitration Agreement, you may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Entering into this Arbitration Agreement constitutes a waiver of your right to litigate claims in court and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this Arbitration Agreement and can award the same damages and relief as a court (including attorneys’ fees, if otherwise authorized by applicable law).

For the purpose of this Arbitration Agreement, “Adanola” means Adanola Inc and its parents, subsidiaries, and affiliated companies, and each of their respective officers, directors, employees, and agents. The term “Dispute” means any dispute, claim, or controversy between you and Adanola regarding any aspect of your relationship with Adanola, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, gross negligence or reckless behavior), or any other legal or equitable theory, and includes the validity, enforceability or scope of this Arbitration Agreement (with the exception of the enforceability of the Class Action Waiver clause below). “Dispute” is to be given the broadest possible meaning that will be enforced.

WE EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS ARBITRATION AGREEMENT.

Limitation of Procedural Rights.
You understand and agree that, by entering into this Arbitration Agreement, you and Adanola are each agreeing to arbitration instead of the right to a trial before a judge or jury in a public court. In the absence of this Arbitration Agreement, you and Adanola might otherwise have had a right or opportunity to bring Disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). You give up those rights. Other rights that you would have if you went to court, such as the right to appeal and to certain types of discovery, may be more limited in arbitration. The right to appellate review of an arbitrator’s decision is much more limited than in court, and in general an arbitrator’s decision may not be appealed for errors of fact or law.

Exclusions from Arbitration/Right to Opt Out.
Notwithstanding the above, you or Adanola may choose to pursue a Dispute in court and not by arbitration if (a) the Dispute is initiated in small claims court; or (b) YOU OPT OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THESE TERMS OF SERVICE (the “Opt Out Deadline”).  You may opt out by emailing written notification to dataprotection@adanola.com.  Your written notification must include (1) your name, (2) your address, and (3) a clear statement that you do not wish to resolve disputes through arbitration. Your decision to opt-out will have no adverse effect on your relationship with Adanola.  You are responsible for ensuring Adanola’s receipt of your opt out notice, and you therefore may wish to send a notice by means that provide a written receipt.  Any opt out request received after the Opt Out Deadline will not be valid and you must pursue your Dispute in arbitration or small claims court.

Pre-Arbitration Dispute Resolution.
For all Disputes you must first give Adanola an opportunity to resolve the Dispute. You must commence this process by emailing written notification to dataprotection@adanola.com. That written notification must include (1) your name, (2) your address, (3) a written description of the Dispute, and (4) a description of the specific relief you seek. If Adanola does not resolve the Dispute to your satisfaction within 45 days after it receives your written notification, you may pursue your Dispute in arbitration.

Arbitration Procedures.
If this Arbitration Agreement applies and the Dispute is not resolved as provided above (“Pre-Arbitration Claim Resolution”) either you or Adanola may initiate arbitration proceedings. If you are a resident of the United States, then the arbitration will be submitted to the American Arbitration Association under the AAA Commercial Arbitration Rules, or if you are a resident of any country other than the United States, then the arbitration will be submitted to the International Centre for Dispute Resolution under the ICDR International Arbitration Rules. Notwithstanding the foregoing, the arbitrator and the parties must comply with the following rules: (i) the arbitration will be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (ii) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties, in which case the location of the arbitration shall be New York, New York, USA (solely if you are a resident of the United States) or London, United Kingdom, (iii) the award rendered by the arbitrator may be entered in any court of competent jurisdiction, (iv) the arbitration will be conducted by a single arbitrator, (v) the arbitration will be in English, (vi) any arbitration award or decision need not be accompanied by a written, reasoned opinion, (vii) the arbitrator may not award any injunctive or equitable relief, and (viii) any arbitration award or decision is non-appealable. The arbitration shall be commenced as an individual arbitration, and shall in no event be commenced as a representative or class arbitration. All issues shall be for the arbitrator to decide, including the scope of this Arbitration Agreement.  Notwithstanding any choice of law or other provision in these Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto.

Fees and Costs.
Your responsibility to pay any filing, administrative, and arbitrator fees will be solely as set forth in the applicable arbitration provider’s rules and shall be up to the amount you would be required to pay if you filed a claim in court. Any and all disputes regarding a party’s obligation to pay any arbitration fees or costs shall be determined solely by the arbitrator.

Waiver of Class or Consolidated Actions.
The parties agree that the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, representative action, consolidated action or private attorney general action) unless both you and Adanola specifically agree in writing to do so following initiation of the arbitration. Neither you, nor any other user of Adanola services, can be a class representative, class member, or otherwise participate in a class, representative, consolidated or private attorney general proceeding.

Continuation.
This Arbitration Agreement shall survive the termination of your contract with Adanola and your use of Adanola services.

FEEDBACK

Any submissions by you to us (e.g., comments, questions, suggestions, materials – collectively, “Feedback”) through any communication whatsoever (e.g., call, fax, email) will be treated as both non-confidential and non-proprietary.  Except as prohibited by applicable law, you hereby assign all right, title, and interest in, and we are free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback.  Where the foregoing assignment is prohibited by law, you hereby grant us an exclusive, transferable, worldwide, royalty-free, fully paid up license (including the right to sublicense) to use and exploit all Feedback as we may determine in our sole discretion.  Notwithstanding the foregoing, you understand and agree that we are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

GENERAL

Certain violations of these Terms, as determined by Uu, may require immediate termination of your access to this Website without prior notice to you.  The Federal Arbitration Act, New York  state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms.  Foreign laws do not apply.  Except for disputes subject to arbitration as described above, any disputes relating to these Terms or this Website will be heard in the courts located in New York, New York, USA.  If any of these Terms are deemed inconsistent with applicable law, then such term(s) shall be interpreted to reflect the intentions of the parties, and no other terms will be modified.  By choosing not to enforced any of these Terms, we are not waiving our rights.  These Terms are the entire agreement between you and us and, therefore, supersede all prior or contemporaneous negotiations, discussions or agreements between you and us about this Website.  The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms. 

CALIFORNIA CONSUMER NOTICE

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: This Website and the Products offered thereon are provided by Adanola, Inc, c/o DLA Piper LLP (US), 1251 Avenue of the Americas, 27th Floor, New York, NY 10020..  If you have a question or complaint regarding the Website or products, please contact Customer Service at https://adanola.com/pages/contact.  You may also contact us by writing  to our registered address c/o DLA Piper LLP (US), 1251 Avenue of the Americas, 27th Floor, New York, NY 10020.. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.

CONTACT US

If you have any questions about these Terms or otherwise need to contact us for any reason, you can reach us at https://adanola.com/pages/contact.