1. Acceptance of Terms
The following agreement outlines your obligations when using Addepar’s Test Drive experience, available at experience.addepar.com, (the “Platform”). The Platform is owned and operated by Addepar, Inc. (“Addepar”), and is accessed by you under the terms of use described below (“Terms of Use”). PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES. BY ACCESSING THE PLATFORM OR ANY CONTENT ON THE PLATFORM, YOU AGREE TO BECOME BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS, THEN YOU MAY NOT ACCESS THE PLATFORM OR USE THE CONTENT OR ANY SERVICES IN THE PLATFORM. ADDEPAR’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THESE TERMS AND CONDITIONS, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY ADDEPAR, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
2. Modifications of Terms of Use
Addepar reserves the right, at its sole discretion, to modify or replace the Terms of Use at any time. If the alterations constitute a material change to the Terms of Use, Addepar will notify you by posting an announcement on the Platform. What constitutes a “material change” will be determined at Addepar’s sole discretion, in good faith and using common sense and reasonable judgment. You are responsible for reviewing and becoming familiar with any such modifications. Use of the Platform by you following such notification constitutes your acceptance of the terms and conditions of the Terms of Use as modified.
3. Content ownership and usage rights
Addepar shall retain all worldwide rights in the intellectual property of the Platform, including, but not limited to, trademarks, the “look and feel” of the Platform, its color combinations, layout, and all other graphical elements, and the copyright in and to its original content. You may not download anything from the Platform. You should assume that everything you read, see, or generate on or through the Platform is copyrighted or otherwise protected and owned by Addepar, or a third party who licensed the right to use such content to Addepar. Unless otherwise expressly noted, nothing that you read, see, or generate on or through the Platform or other site content, any of the data within the Platform, or any of the source code or HTML code that Addepar uses to generate the Platform and its contents may be copied, reproduced, modified, distributed, transmitted, republished, displayed, downloaded or performed for commercial use without the prior written consent of Addepar, except as provided in the Terms of Use without prior written consent or otherwise permitted by relevant law.
4. Indemnity
You will indemnify and hold harmless Addepar, its parents, subsidiaries, affiliates, customers, vendors, officers and employees from any liability, damage or cost (including reasonable attorneys. fees and cost) from any claim or demand made by any third party due to or arising out of your access to the Platform, use of the Services, violation of the Terms of Use by you, or the infringement by you of any intellectual property or other right of any person or entity.
5. Warranty disclaimers
Diligent care has been taken in acquiring and providing the information included and posted on the Platform for the sole purpose of providing a pre-configured platform for demonstrative and interactive pre-purchase product evaluation. Nonetheless, Addepar makes no guarantee or warranty, express or implied, as to the reliability, replicability, accuracy, timeliness or completeness of that information and assumes no responsibility for any errors or omissions therein. All data utilized by the platform will USER ACCESSES THIS PLATFORM AND THE DATA CONTAINED AND GENERATED THEREIN AT HIS OR HER OWN RISK FOR THE SOLE PURPOSE OF PRE-PURCHASE PRODUCT EVALUATION. ALL DATA PROVIDED THROUGH AND UTILIZED BY THE PLATFORM SYNTHETIC DATA GENERATED FOR THE PURPOSE OF INTERACTING WITH AND EVALUATING THE PLATFORM AND SUCH SYNTHETIC DATA SHOULD NOT BE RELIED ON FOR ANY PURPOSE. THE PLATFORM AND DATA CONTAINED AND GENERATED THEREIN IS PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND AND ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE SPECIFICALLY DISCLAIMED. NEITHER ADDEPAR NOR ITS AFFILIATES, EMPLOYEES, AGENTS OR THIRD PARTY CONTENT PROVIDERS SHALL BE LIABLE FOR ANY LOSS RESULTING FROM USE OR UNAVAILABILITY OF INFORMATION OR CONTENT ON THIS PLATFORM, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOSS OR DAMAGE TO DATA, OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, COMPENSATORY OR INCIDENTAL DAMAGES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER IS APPLICABLE TO ANY DAMAGE OR INJURY RESULTING FROM NEGLIGENCE OR OMISSION OF ADDEPAR, COMPUTER VIRUS OR OTHER SIMILAR ITEM, TELECOMMUNICATIONS ERRORS, OR UNAUTHORIZED ACCESS TO OR USE OF USER INFORMATION THROUGH THEFT OR ANY OTHER MEANS. ADDEPAR IS NOT LIABLE FOR CRIMINAL, TORTUOUS, OR NEGLIGENT ACTIONS OR OMISSIONS OF THIRD PARTIES THAT AFFECT THIS PLATFORM. IN NO EVENT WILL ADDEPAR OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES, ASSIGNS OR THIRD PARTY CONTENT PROVIDERS BE HELD LIABLE FOR ANY TORTUOUS OR ILLEGAL CONDUCT OF OTHER USERS. IN NO EVENT WILL ADDEPAR OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES OR ASSIGNS BE HELD LIABLE FOR ANY DAMAGE TO EQUIPMENT, HARDWARE OR OTHER PROPERTY OF USER OR PERSONAL INJURY THAT ARISES IN CONNECTION WITH USE OF THE PLATFORM.
6. Trademarks and trade names
Addepar, graphics, logos, designs, page headers, button icons, scripts, and other service names are the trademarks and trade names of Addepar. Addepar’s trademarks and trade names may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion.
7. Electronic communications
We use reasonable security measures and take reasonable system, process and administrative precautions to protect the security and integrity of email and other electronic communications that you may send to us. Despite all these precautions, no method of transmission over the Internet is entirely secure and we cannot guarantee the confidentiality or security of the electronic communications or its contents. You transmit such information at your own risk and you should decide very carefully which information you want to send us via any electronic communication.
8. Security
Users are prohibited from violating or attempting to violate the security of the Platform. Addepar will investigate occurrences of possible violations and will cooperate with all applicable law enforcement authorities in prosecuting violators.
9. Ideas
If you provide Addepar with any ideas or suggestions that may enhance or otherwise improve Addepar's services (“Feedback”), Addepar may, in its sole discretion, decide to incorporate some or all of such Feedback. Addepar shall hereby own all right, title and interest in any such Feedback as incorporated into the services. The submission or acceptance of such Feedback shall not be interpreted as a commitment by Addepar to incorporate the idea into the services or any future functionality.
10. Miscellaneous
The Terms of Use constitutes the entire agreement between users of the Platform and Addepar, and regarding the subject matter hereof. If you breach any term of the Terms of Use, Addepar may pursue any legal or equitable remedy available, including but not limited to, direct, consequential, and punitive damages and injunctive relief. Addepar’s remedies are cumulative and not exclusive. Failure of Addepar to exercise any remedy or enforce any portion of the Terms of Use at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of the Agreement at any time thereafter. Users of this Platform are responsible for compliance with all applicable regulations and laws. Any dispute arising out of the Terms of Use shall be governed by the laws of New York, notwithstanding any conflicts of law principles. Any action relating to the Terms of Use must be filed and maintained in a court in the state of New York, USA, and users consent to exclusive jurisdiction and venue in such courts for such purpose.