The Terms and Conditions set forth in this Agreement represent a contract between you (“you” or “User”) and Addo LLC (“Addo”, “we,” or “us”). You must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to use our website www.addo.io, all affiliated websites, including mobile websites and applications, owned and operated by us, all services, applications and products accessible through the Site.
Addo may, in its sole discretion, amend this Agreement at any time by posting a revised version on the Site and will provide reasonable advance notice of any amendment that includes a Substantial Change. If the Substantial Change includes an increase to Fees charged by Addo, Addo will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions will take effect on the noted effective date or when posted if there is no noted effective date (each, as applicable, the “Effective Date”). Your continued use of the Site or the Site Services after the Effective Date of a revised version of this Agreement constitutes your acceptance of and agreement to be bound by the terms as revised.
By registering for an account on the Site (an “Account”) or by clicking to accept the Terms and Conditions when prompted on the Site, you are deemed to have executed this Agreement electronically, effective on the date you register your Account, pursuant to the U.S. Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. § 7001, et seq.). Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement and any amendments.
To use the Site and request Addo services through it or any other means ("Site Services”), you must register for an Account. Addo offers the Site and Site Services for your business purposes only, and not for personal, household, or consumer use. To use the Site and Site Services, you must have, and hereby represent that you have, an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation or other entity) and further represent that you intend to use the Site and Site Services for your business purposes only.
To register for an Account, you must be, and hereby represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts. By registering for an Account, by using the Site or Site Services after the Effective Date if you had an account on the Effective Date, or by clicking to accept the Terms and Conditions when prompted on the Site, you agree to: (a) abide by this Agreement and (b) be financially responsible for your use of the Site and Site Services. Addo reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the Site and Site Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or such information or other conduct otherwise violates the Term and Conditions, or for any other reason or no reason in Addo's sole discretion.
When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity and your ability to represent your business with Addo, if it is a separate legal entity. You authorize Addo, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must provide us with information about you and your business.
A primary Account may have a number of sub-accounts (considered "Authorized Requestors”) which are able to access the Site and request Site Services. The primary Account accepts full responsibility for adding, removing, and overall, managing sub-accounts, including Site Services requested by such Authorized Requestors which result in charges to the primary Account. Each Authorized Requestor must have a unique email address that you add or approve. Auto-generated emails (e.g. firstname.lastname@example.org) sent to us from notification systems are included in your Authorized Requestor limit.
When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your Account username and password. You authorize Addo to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to your password or the password of any User of your Account (or any related Account, including Authorized Requestors).
When creating an Account, you will be asked to choose a monthly Subscription Level. The corresponding monthly fee ensures our team is ready to respond to your requests. It covers one application and connections to services on which it's dependent. Coverage of additional applications or components may be added at a discounted rate. This is the minimum fee your Account will be charged each month in order to have the option to submit Requests through the Site, by phone, or by email, regardless of the number of Requests submitted. In addition, each Request submitted is billed hourly at the rate defined by your Subscription Level. Billable hours accumulated working requests are posted daily but charged every two weeks. This gives you an opportunity to review the hours before you are charged. Invoices will be posted and marked as paid each time a charge is made.
If User fails to pay any amounts due under this Agreement, whether by canceling User's credit or debit card, initiating an improper chargeback, or any other means, Addo may suspend or close User's Account and revoke User's access to the Site, including User's authority to use the Site or any other means to obtain any additional Site Services. Without limiting other available remedies, User must pay Addo upon demand for amounts owed per the Terms and Conditions, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law. To the extent permitted by applicable law, Addo, at our discretion, may make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.
Requests must originate from the primary User or an Authorized Requestor. An Account may begin submitting Requests immediately after completing the sign-up process. Please keep in mind, Requests for ongoing support typically require the completion of an onboarding process. This ensures we have everything we need to support your application(s), including proper credentials.
Addo does not provide estimates, neither in hours nor in dollars, for each Request. However, we ensure hours worked are updated each day and available to the User. As each Request is worked, you are free to make the determination whether you are realizing value at the current spend or not. Feel free to pause or cancel a request at any time, and you will only be responsible for hours worked up to that point.
We strive to complete every Request as quickly as possible. In fact, because of our pricing model, we’re incentivized to complete your request efficiently, as we maintain a higher, effective hourly rate. When you submit a Request, we ask that you indicate any hard or soft deadlines. We will be sure to let you know if they can’t be met. Of course, you won’t be charged the hourly rate, if we must decline a request.
Addo’s standard holidays include New Year’s Day, Easter, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the Friday after Thanksgiving Day, and Christmas Day. When a holiday falls on a Saturday, the holiday is observed on the Friday before the holiday. When a holiday falls on a Sunday, the holiday is observed on the Monday after the holiday.
Upon Addo’s receipt of full payment from User for a Request, the resulting code, content, or design (the "Work Product”), including without limitation all Intellectual Property Rights in the Work Product, will be the sole property of the User. If payment is made in part, the assignment described herein applies only to the paid portion.
To the extent Addo or User provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it users to protect its own Confidential Information, but in no event with less than due care, and will: (a) not disclose or permit others to disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another’s Confidential Information, except as necessary for the performance of Site Services (including, without limitation, the storage or transmission of Confidential Information on or through the Site for use by User); and (c) limit access to another’s Confidential Information to its personnel who need to know such information for the performance of Site Services. A disclosure of information will be immune from prosecution or civil action under the Defend Trade Secrets Act, 18 U.S.C. section 1832, if it: (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
If and when Confidential Information is no longer needed for the performance of the Site Services or at User’s or Addo’s written request (which may be made at any time by either party’s sole discretion), the party that received Confidential Information, will, at its expense, promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.
Addo will make every effort to maintain the availability of the Site and its related systems for utilizing Site Services. However, you agree not to rely on the Site, its related systems, the Site Services, any information on the Site or the continuation of the Site. The Site and the Site Services are provided “as is” and on an “as available” basis. Addo makes no express representations or warranties with regard to the Site, the Site Services, Work Product, or any activities or items related to this Agreement. To the maximum extent permitted by law, Addo disclaims all express and implied conditions, representations, and warranties including, but not limited to, the warranties of merchantability, accuracy, fitness for a particular purpose, title, and non-infringement.
Limitation of Liability
Addo is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
your use of or your inability to use our Site or Site Services;
delays or disruptions in our Site or Site Services;
viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
damage to your hardware device from the use of the Site or Site Services;
the content, actions, or inactions of third parties’ use of the Site or Site Services;
a suspension or other action taken with respect to your account;
or your loss of or inability to do business, as a result of changes to the Terms of Service.
In addition, in no event will Addo, our Affiliates, or our third-party service providers be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs or loss of data, production, profit, or business opportunities. The liability of Addo, our Affiliates, and our third-party service providers to any User for any claim arising out of or in connection with this Agreement will not exceed the fees retained by Addo with respect to the Site Services which the User requested during the six-month period preceding the date of the claim.
You will indemnify, defend, and hold harmless Addo, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party relating to: (a) use of the Site and the Site Services by you or your agents, including any payment obligations incurred through use of the Site or Site Services; (b) failure to comply with the Terms of Service by you or your agents; (c) failure to comply with applicable law by you or your agents; (d) negligence, willful misconduct, or fraud by you or your agents; and (e) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents.
Agreement Term and Termination
The Terms of Service as amended from time to time, will become effective on the later of the Effective Date or your first visit to the Site and will remain in effect for the duration of your use of the Site or Site Services. Unless both you and Addo expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other 30 days in advance, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein.
The Standard and Business Subscription Levels are provided on a month-to-month basis and may be cancelled at any time with written notice 30 days in advance. When you start your subscription, Addo will prorate the amount so you only pay for the remaining days in the current month. When you cancel, your open requests will continue to be worked and billed unless you also opt to cancel them. You will have access to submit new or modified requests through the end of the month in which you cancel. We do not provide refunds for partial months or subscription level downgrades. The Enterprise Subscription Level is billed monthly, but requires an annual (12-month) commitment. Should you choose to close your account, you may be billed the remaining balance of the annual term all at once, unless prior arrangements have been made in writing with Addo.
Addo has the right, but not the obligation, to suspend or revoke your access to the Site and Site Services if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement or violated our rights or those of another party. Without limiting Addo's other rights or remedies, we may suspend or close your Account, use self-help in connection with our rights to reclaim funds, and refuse to provide any further access to the Site or Site Services to you if (a) you breach any terms and conditions of this Agreement; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, other Users, or Addo.
Termination of this Agreement and/or closing of your Account will not relieve User of the requirement to pay for Site Services performed prior to the Effective Date of the termination, which fees and expenses, together with any applicable taxes, User hereby authorizes Addo to charge to its Payment Method pursuant to Payment Terms.
Except as otherwise required by applicable law, we will notify you if we close your Account, unless we believe, in our sole judgment, that giving notice may cause damage.
After this Agreement terminates, the terms of this Agreement that expressly or by their nature contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions protecting Confidential Information, requiring arbitration, permitting audits, protecting intellectual property, indemnification, payment of fees, and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates.
Dispute Process and Scope
If a dispute arises between you and Addo or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you, Addo, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, your relationship with Addo, the termination of your relationship with Addo, or the Site Services (each, a “Claim”). For the avoidance of doubt, Claims include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, any payments due to Addo, any payments or monies you claim are due to you from Addo or its Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, expense reimbursement, termination, discrimination or harassment and claims arising under the Uniform Trade Secrets Act as enacted in any state, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Affordable Care Act, Genetic Information Non-Discrimination Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with Addo or the termination of that relationship.
You agree that any Claim must be resolved as described in the subsections below titled “Informal Dispute Resolution."
Informal Dispute Resolution
Before serving a demand for arbitration of a Claim, you agree to first notify Addo of the Claim, and Addo agrees to provide to you a notice at your email address on file (in each case, a “Notice”) and seek informal resolution of the Claim. Any Notice from you must include your name, pertinent account information, a brief description of the Claim, and your contact information, so that we may evaluate the Claim and attempt to informally resolve the Claim. Any Notice from Addo must include pertinent account information, a brief description of the Claim, and Addo's contact information, so that you may evaluate the Claim and attempt to informally resolve the Claim. Both you and Addo will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.
Choice of Law
This Agreement and any Claim will be governed by and construed in accordance with the laws of the State of Indiana, without regard to its conflict of law provisions.
No modification or amendment to this Agreement will be binding upon Addo unless in a written instrument signed by a duly authorized representative of Addo. This Section does not apply to amendments to the Terms of Service posted by Addo to the Site from time to time.
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of such party.
User may not assign the Terms of Service, or any of its rights or obligations hereunder, without Addo's prior written consent in the form of a written instrument signed by a duly authorized representative of Addo. Addo may freely assign this Agreement without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.
If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party will be extended by the period of such delay. Irrespective of any extension of time, if an event of Force Majeure occurs and its effect continues for a period of 60 days, either party may give to the other a 30-day notice of termination. If, at the end of the 30-day period, the effect of the Force Majeure continues, the Agreement will terminate, except as described herein.
The Site is controlled and operated from our facilities in the United States. Addo makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in the United States.