Terms of Service

1. Agreement to Terms

These Terms of Service (the “Terms”) constitute a binding legal agreement between you (“you” or “User”) and Adceptional LLC, an Illinois limited liability company doing business as Adceptional AI (“Adceptional,” “we,” “us,” or “our”), governing your access to and use of the website located at adceptional.io (the “Site”) and any related content, tools, assessments, communications, and services made available by Adceptional through the Site (collectively with the Site, the “Services”).

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must not access or use the Services.

2. Definitions

For purposes of these Terms:

• “Content” means all text, graphics, images, logos, photographs, audio, video, software, code, data, designs, and other materials made available through the Services.
• “User Submissions” means any information, content, or materials submitted, uploaded, or transmitted by a User to or through the Services, including, without limitation, form submissions, assessment responses, scheduling information, and communications.
• “Engagement Agreement” means a separate written agreement (such as a statement of work, master services agreement, or proposal accepted in writing) between Adceptional and a client governing the provision of professional services by Adceptional.

3. Eligibility

The Services are intended solely for use by individuals who are at least eighteen (18) years of age and who have the legal capacity to enter into binding contracts. By accessing or using the Services, you represent and warrant that you meet such eligibility criteria. If you are accessing the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, and that all references herein to “you” shall refer jointly to you and such entity.

4. License to Use the Services

Subject to your continuing compliance with these Terms, Adceptional hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your personal or internal business use, solely to evaluate Adceptional’s services and to communicate with Adceptional. No other rights or licenses are granted to you, whether by implication, estoppel, or otherwise.

5. Intellectual Property Rights

The Services and all Content contained therein are owned by Adceptional or its licensors and are protected by United States and international copyright, trademark, trade secret, and other intellectual property and proprietary rights laws. The trademarks, service marks, trade names, logos, and trade dress displayed on the Services, including, without limitation, “ADCEPTIONAL” and “ADCEPTIONAL AI,” are the property of Adceptional or its licensors. You may not use any such mark without the prior written consent of Adceptional.

Except as expressly permitted by these Terms or applicable law, you shall not, and shall not permit any third party to: (a) reproduce, modify, adapt, translate, publicly display, publicly perform, publish, distribute, sell, license, sublicense, transfer, or create derivative works of the Services or any Content; (b) reverse engineer, decompile, or disassemble any portion of the Services; or (c) remove, obscure, or alter any proprietary notices contained on the Services or in any Content.

6. User Submissions

You retain ownership of your User Submissions. By submitting User Submissions to or through the Services, you grant Adceptional a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable, and transferable right and license to use, reproduce, modify, adapt, store, transmit, display, and otherwise process such User Submissions for the purposes of operating, providing, and improving the Services, responding to your inquiries, fulfilling your requests, and complying with applicable law.

You represent and warrant that (a) you own or otherwise have the necessary rights to submit your User Submissions and to grant the foregoing license; (b) your User Submissions do not infringe or misappropriate the intellectual property, privacy, publicity, or other rights of any third party; and (c) your User Submissions are not unlawful, defamatory, obscene, or otherwise in violation of these Terms or applicable law.

7. Acceptable Use; Prohibited Conduct

You shall not use the Services in any manner that violates applicable law or these Terms. Without limiting the foregoing, you agree that you shall not, and shall not permit any third party to:

• use the Services in any manner that infringes the intellectual property, privacy, publicity, or other rights of any third party;
• use the Services to transmit any unlawful, harassing, defamatory, obscene, or otherwise objectionable material;
• upload, transmit, or distribute any virus, worm, malware, or other malicious code;
• attempt to gain unauthorized access to the Services or any related systems or networks;
• interfere with, disrupt, or impose an unreasonable burden on the Services or the infrastructure on which the Services operate;
• scrape, harvest, crawl, or otherwise extract data from the Services through automated means without our express prior written consent;
• use the Services to develop or train any artificial intelligence or machine learning model that competes with the Services or with Adceptional;
• impersonate any person or entity or misrepresent your affiliation with any person or entity;
• use the Services for any commercial purpose other than the limited evaluation and communication purposes expressly permitted hereunder; or
• circumvent, disable, or otherwise interfere with any security-related or access-control feature of the Services.

8. Professional Services

The Site is provided for general informational and credentialing purposes. Any professional services that Adceptional may provide to you or your organization (including, without limitation, AI strategy, audits, design, implementation, and ongoing support) shall be governed solely by a separate Engagement Agreement executed by the parties. In the event of any conflict between these Terms and an applicable Engagement Agreement, the Engagement Agreement shall control with respect to the subject matter thereof.

9. Third-Party Links and Services

The Services may contain links to, or otherwise integrate with, third-party websites, applications, products, or services (collectively, “Third-Party Services”), including, without limitation, scheduling tools, customer relationship management platforms, and analytics services. Adceptional does not control and is not responsible for any Third-Party Services. Your use of any Third-Party Service is at your own risk and is subject to the terms and conditions and privacy practices of the applicable third party.

10. Disclaimers

The Site, the Services, and all Content are provided to you on an “as is” and “as available” basis, with all faults, and without warranty of any kind. To the maximum extent permitted by applicable law, Adceptional and its officers, members, managers, employees, affiliates, agents, and licensors expressly disclaim all warranties, whether express, implied, statutory, or otherwise, with respect to the Services, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, and quiet enjoyment.

Without limiting the foregoing, Adceptional does not warrant that (a) the Services will meet your requirements; (b) the Services will be uninterrupted, timely, secure, or error-free; (c) any defects in the Services will be corrected; or (d) any information or content obtained through the Services will be accurate, reliable, or complete. Any case studies, statistics, outcomes, or testimonials presented on the Site reflect specific historical engagements with specific clients and are not a guarantee, prediction, or representation of any future outcome for any other client or User.

No advice or information, whether oral or written, obtained by you from Adceptional or through or from the Services shall create any warranty not expressly stated in these Terms.

11. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Adceptional or its officers, members, managers, employees, affiliates, agents, suppliers, or licensors be liable to you or to any third party for any indirect, incidental, special, exemplary, consequential, or punitive damages, including, without limitation, loss of profits, loss of revenue, loss of business, loss of data, loss of goodwill, or business interruption, arising out of or in connection with these Terms or your use of or inability to use the Services, regardless of the legal theory upon which any such claim is based and regardless of whether Adceptional has been advised of the possibility of such damages.

In no event shall the aggregate liability of Adceptional and its officers, members, managers, employees, affiliates, agents, suppliers, and licensors for all claims arising out of or in connection with these Terms or your use of the Services exceed one hundred United States dollars (US $100). The foregoing limitations shall apply notwithstanding the failure of any limited remedy of its essential purpose.

Some jurisdictions do not allow the exclusion or limitation of certain damages or warranties; in such jurisdictions, the foregoing exclusions and limitations shall apply only to the maximum extent permitted by applicable law.

12. Indemnification

You agree to indemnify, defend, and hold harmless Adceptional and its officers, members, managers, employees, affiliates, agents, suppliers, and licensors from and against any and all claims, demands, suits, proceedings, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with (a) your access to or use of the Services; (b) your User Submissions; (c) your violation of these Terms; or (d) your violation of any law or any rights of any third party. Adceptional reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Adceptional in asserting any available defenses.

13. Modifications to the Services and to these Terms

Adceptional reserves the right, in its sole discretion and at any time, to modify, suspend, discontinue, or terminate the Services or any portion thereof, with or without notice. Adceptional further reserves the right, in its sole discretion and at any time, to modify these Terms. Material changes will be communicated by reasonable means, which may include posting a revised version on the Site and updating the “Last updated” date at the top of these Terms. Your continued access to or use of the Services following the effective date of any revised Terms constitutes your acceptance of such revised Terms.

14. Termination

Adceptional may, in its sole discretion and without prior notice or liability, suspend or terminate your access to or use of the Services for any reason, including, without limitation, any actual or suspected violation of these Terms or any conduct that Adceptional determines may be harmful to the Services, to other Users, or to Adceptional. Upon termination, your right to use the Services will immediately cease. Sections 5, 6, 7, 10, 11, 12, 14, 15, 16, and 17, and any other provision that by its nature is intended to survive termination, shall so survive.

15. Governing Law; Venue

These Terms and any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the relationship between you and Adceptional shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict-of-laws principles. Subject to Section 16 below, the parties hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Cook County, Illinois, for the resolution of any such dispute, claim, or controversy, and each party irrevocably waives any objection to the laying of venue therein and any claim that any such proceeding has been brought in an inconvenient forum.

16. Dispute Resolution

The parties shall use commercially reasonable efforts to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services through good-faith negotiation prior to initiating any formal proceeding. If such dispute, claim, or controversy is not resolved within thirty (30) days following written notice thereof, either party may pursue any remedies available to it at law or in equity, subject to Section 15 above.

17. General Provisions

17.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable Engagement Agreement, constitute the entire agreement between you and Adceptional with respect to the subject matter hereof and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter.

17.2 Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to render it valid, legal, and enforceable, and the remaining provisions of these Terms shall continue in full force and effect.

17.3 Waiver

No waiver by Adceptional of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. The failure of Adceptional to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

17.4 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of Adceptional, and any purported assignment or transfer in violation of this provision shall be null and void. Adceptional may freely assign or transfer these Terms in whole or in part without restriction.

17.5 Notices

Notices to Adceptional under these Terms shall be sent to the e-mail address set forth in Section 18 below. Notices to you shall be sent to the e-mail address you have provided to Adceptional or, where applicable, posted on the Site.

17.6 Relationship of the Parties

Nothing in these Terms shall be construed to create any agency, partnership, joint venture, employment, or fiduciary relationship between you and Adceptional.

17.7 Force Majeure

Adceptional shall not be liable for any failure or delay in performance of its obligations hereunder to the extent such failure or delay is caused by circumstances beyond its reasonable control, including, without limitation, acts of God, natural disasters, war, terrorism, civil unrest, governmental action, labor disputes, or interruptions in telecommunications or third-party services.

18. Contact Information

For questions regarding these Terms, please contact:

Adceptional LLC
Attention: Legal
E-mail: ivo@adceptional.io