Program List
Contact Us
AdaLace logo

Terms of Service

Effective date: January 8, 2023
Welcome to AdaLace!
1. Introduction
The AdaLace website https://adalace.co (the "Site"), and the services provided on the Site (the "Services") (collectively, the Site and the Services, the "Platform") is owned and operated by AdaLace, LLC (“AdaLace,” "we," "us," or "our"), and connects current and potential middle and high school students ("Students") with registered colleges, universities, and other organizations that provide pre-college programs ("Partners"). The terms and conditions of this agreement (the "Agreement" or the "Terms of Service") applies to any visitors, users, Students, and Partners (collectively, "Users," "you," or "your") who access or use the Platform.
Please read the terms of this Agreement carefully before using the Platform. This Agreement controls your legal relationship with us, and the rights you are granting to us when you use the Platform. THIS AGREEMENT CONTAINS A MANDATORY AND BINDING INDIVIDUAL ARBITRATION CLAUSE, CLASS ACTION WAIVER, WAIVER OF RIGHT TO A JURY TRIAL, AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.
2. Acceptance
Your access to and use of the Platform is conditional on your acceptance of this Agreement. By accessing and using the Platform, you agree on your own behalf, and on behalf of any organization, entity, or other person on whose behalf you may act, to accept and abide by this Agreement for each and every use of the Platform. If you do not agree with all terms and conditions of this Agreement, please do not access or use the Platform.

By agreeing to the terms and conditions contained in this Agreement, you are also agreeing to the terms of our Privacy Policy, which is hereby incorporated by reference. If you are a college, university, or organization that provides pre-college programs and wants to register in our Platform to become a Partner, there may be additional terms and conditions specified at the time you register on our Platform ("Partner Agreement"), which are hereby incorporated into and made part of this Agreement by reference.
3. Updates
We reserve the right to modify this Agreement at any time by posting an updated Agreement on the Platform. We may also, at our sole discretion, provide registered Users who are subscribed to our Services with an email notice of changes. You are responsible for regularly reviewing the Agreement and your continued use of the Platform shall constitute your acceptance of the updated Agreement. If any modification is unacceptable to you, you shall cease using the Platform. If you have any questions about this Agreement, you may contact us at support@adalace.co.
4. Our Platform
    4.1 In General.
The Platform provides Students and Partners with the ability to track and organize applications for pre-college programs, as well as the ability for Students to search, apply for, and attend these programs provided by, or in association with, Partners. The Platform provides Students and Partners with an interface that connects and integrates various components of the pre-college program admission process. The pre-college programs (“Programs”) are an enrichment opportunity offered to Students in middle and high school intended to prepare them for college through academic enrichment, practical skills, research, athletics, and more, and which are offered at colleges or universities, museums, for-profit companies, performing-arts centers, and other organizations during the year.
    4.2 Services.
The Services include our current Student management and Partner software-as-a-service ("Subscription Services"), and any later-developed software, applications, and technical services that we choose to make available to registered Students and Partners. 
    4.3 Limitations.
The access and use of the Subscription Services is subject to the fulfillment of all requirements stipulated in this Agreement and the Partner Agreement (if applicable). The rights granted herein are limited to our and our licensor’s intellectual property rights in the Services. Software products not proprietary to us, including, without limitation, Third-Party Applications, are licensed separately from the respective proprietary owner(s).
    4.4 Changes.
We reserve the right to, without prior notice, amend, modify, and stop providing the Platform and or the Services to you; or create usage limits for the Platform, at any time in our sole discretion. The Platform is provided “as is,” and you acknowledge and agree that you will not rely on any existing features of the Platform being available in the future, nor any proposed updates or additional services becoming available.
    4.5 Eligibility.
You may only use the Platform if you are in compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations. You must be 14 years old or older to use or access the Platform. Any use or access to the Platform by anyone under 14 is strictly prohibited and in violation of this Agreement. The Platform may not be available to Users previously removed from the Platform by us.
    4.6 United States Only.
Our Platform is located within the United States and is not intended to be subject to any non-US jurisdiction or law. The Platform may not be appropriate or available for use in some US and/or non-US jurisdictions. Any use of the Platform is at your own risk, and you must comply with all applicable laws and regulations in using the Platform. We may limit the Platform’s availability at any time, in whole or in part, to any person, geographic area, or jurisdiction that we choose, at our sole discretion. You represent and warrant that you are located in the United States and will not register for an AdaLace Account if you are located outside the United States.
5. Disclaimers
    5.1 As Available.
We do not make any warranty, guarantee, or representation that the Platform or the Services will be available at all times or that it will be error or interruption-free.
    5.2 No Endorsement.
We do not select, recommend, or endorse any Partner or Program featured on the Platform. Certain search features on the Platform may allow Students to enter in search criteria and see filtered results based on their inputs. These search features may show Partners and/or Programs in order based on the relevancy of search criteria compared to the data made available by Partners on the Platform. Any results, or the order thereof, should not be construed as a recommendation of one Partner or Program over another.
    5.3 No Advice.
We do not act in any way except as a provider of technology to Students and Partners. We do not offer any kind of advice, opinions, recommendations, or referrals. We are not partners, joint venturers, employers, or affiliated in any way with any Students or Partners. We have no liability for any claims, injuries, loss, harm, and/or damages arising from and/or in any way related to your interactions or dealings with other Users, whether online or offline.
6. Access to the Platform
    6.1 Right to Access.
We grant you, and you alone, a non-exclusive, non-assignable, non-transferable, and revocable right to access and use the Platform and the Services subject to the terms and conditions of this Agreement.
    6.2 General.
You may access and use the Platform for its intended purpose and in accordance with the terms and conditions set forth in this Agreement. You may need to create an account to use portions of the Platform and the Services ("AdaLace Account"). If you choose to register for an AdaLace Account, your AdaLace Account gives you access to the Platform and functionality that we may establish and maintain from time to time in our sole discretion. We may maintain different types of accounts for different types of users. You are solely responsible for all information that you upload or otherwise provide through the Platform.
    6.3 Representations and Warranties.
By creating your AdaLace Account, you represent and warrant that: (i) your Personal Information (defined below) is accurate and updated; (ii) you have and will continue to comply with all applicable federal, state, and local laws, regulations, and ordinances, including without limitation that Your Content (defined below) does not infringe upon the property rights, intellectual property rights (copyrights and trademarks), or other rights of others; and (iii) you agree to be bound by the terms of this Agreement. “Personal Information” means your account information, including your username, password, name, picture, mailing address, email address, and telephone number. “Your Content” means all User Generated Content, messages, posts and other information provided by you through or in connection with the Services and that are made public to other registered Users of the Platform. We shall not, in any way, be responsible for any intentional or unintentional alteration, deletion, or misuse of your Personal Information or Your Content by you.
    6.4 Your Responsibilities.
You are responsible for your compliance with this Agreement and are responsible for your own acts and omissions. In using the Platform, you shall: (i) be solely responsible for the accuracy, quality, integrity, and legality of your Personal Information and Your Content; (ii) use reasonable efforts to prevent unauthorized access or use of the Platform; and (iii) use the Platform only in accordance with applicable laws, government regulations, and the terms of this Agreement.​​
    6.5 Account Security.
If you choose to register for an AdaLace Account, you will create a user identification and a password upon completing the registration process (“Credentials”). When creating your account, you must provide accurate, current, and complete Personal Information. You may not transfer to, sell, or share your account with other Users or third-parties. You are responsible for maintaining the confidentiality of your Credentials and account, and for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your Credentials or account or any other breach of security, and ensure that you exit from your account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to comply with this section. You may edit your Personal Information and how you interact with the Platform by logging into your account and changing the settings in the “My Profile” section.
    6.6 Data Security.
You understand that the technical processing and operation of the Platform, including your information, may involve transmissions over various networks, and changes to conform and adapt to technical requirements of connection networks or devices. We will maintain commercially reasonable administrative, physical, and technical safeguards designed for the protection, confidentiality, and integrity of your Personal Information. You recognize and agree that hosting content online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Platform, you assume such risks. We offer no representation, warranty, or guarantee that your information will not be exposed or disclosed through errors or the actions, including negligence, of third-parties or us.
    6.7 User Privacy.
Your privacy is very important to us. Our Privacy Policy sets out the categories of personal data and other data we collect, how we collect, store, and use it. By accepting this Agreement you expressly consent to our disclosure and use of your information as described in our Privacy Policy, which is incorporated herein by reference. We encourage you to read our Privacy Policy before you submit any Personal Information to the Platform. Without limiting the terms and conditions of our Privacy Policy, you acknowledge and agree that we may disclose your Personal Information, including your name, email address, and account activity when we believe, in our sole discretion, that such disclosure is necessary or appropriate to: (i) comply with legal processes; (ii) enforce this Agreement; (iii) respond to claims that your User Generated Content (defined below) violates the rights of third-parties; (iv) to investigate the use of or respond to alleged violations or infringement of Third-Party Content; or (v) to protect our rights, property, or personal safety or that of other User or the public.
7. User Generated Content
    7.1 In General.
We may provide you with the opportunity to post content, comments, and suggestions on the Platform (collectively, “User Generated Content”). User Generated Content will be treated as non-confidential and may be viewable by other Users of the Platform and third-party websites and services upon which the Platform is provided.
    7.2 Prohibited Content.
You shall not upload, download, post, email, or otherwise transmit any content that, without limitation:
      7.2.1 May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any third-party;
      7.2.2 May be considered false or misleading information;
      7.2.3 Violates another's rights, rights of celebrity or privacy, which includes without limitation uploading a picture of another person without such person’s consent;
      7.2.4 Is unlawful, harmful, threatening, abusive, vulgar, harassing, defamatory, obscene, pornographic, profane, indecent, inflammatory, libelous, tortious, hateful, racially, ethnically, socially, politically, legally, morally, religiously objectionable or otherwise objectionable;
      7.2.5 May be considered unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or any other form of solicitation;
      7.2.6 Would constitute or encourage a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, or national law; or
      7.2.7 Would or be likely to incite, promote, or support discrimination, hostility, or violence.
8. User Conduct
    8.1 Your Obligations.
You agree that you will use the Platform only for its lawful and intended purposes and will comply at all times with all applicable laws, including without limitation, all intellectual property, nondiscrimination, privacy, and data security laws and will not take any action that harms or violates the rights of any person or entity.
    8.2 Prohibited Uses.
Without limitation, in using the Platform, you agree to not:
      8.2.1 Reproduce, duplicate, copy, republish, sell, resell or exploit for commercial purposes any portion of the Platform, use of the Platform, or access to the Platform without our express written consent;
      8.2.2 Share nonpublic features of the Platform or content with any third party;
      8.2.3 Use the Platform in any way to discriminate against any individual or class of individuals protected under federal, state or local laws, or which may have a discriminatory impact against any individual or class of individuals, or which otherwise promotes illegal, racist or discriminatory activities or outcomes;
      8.2.4 Use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;
      8.2.5 Modify or create derivative works based upon the Platform or any of the content on the Platform;
      8.2.6 Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
      8.2.7 Remove or alter any copyright, watermark, attribution marks, or other proprietary notices contained in the software used to provide the Platform;
      8.2.8 Use or access the Platform to provide service bureau, time-sharing, or other computer hosting services to third-parties;
      8.2.9 Upload, download, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
      8.2.10 Disrupt or interfere with the security of, or otherwise abuse, the Platform, system resources, accounts, servers, or networks connected to or accessible through the Platform or affiliated or linked to Platforms;
      8.2.11 Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the software used to provide the Platform;
      8.2.12 Access, tamper with or use non-public areas of the Platform. Unauthorized individuals attempting to access these areas of the Platform may be subject to prosecution;
      8.2.13 Disrupt or interfere with any other Users’ enjoyment of the Platform or affiliated or linked to Platforms;
      8.2.14 Use any robot, spider, scraper, or other automated means to access Platform for any purpose without our express written permission;
      8.2.15 Access the Platform in order to build a similar product or competitive product
      8.2.16 Frame or link to the Platform except as permitted in writing by us; or
      8.2.17 Use or share your account with other Users or third parties.
9. Suspension and Termination
    9.1 Termination by the User.
You may terminate this Agreement at any time by notifying us at support@adalace.co. You will continue to be bound by the terms and conditions of this Agreement after termination for all actions taken within or related to your AdaLace account prior to termination.
    9.2 Suspension or Termination by AdaLace.
We, without prior notice, may suspend or terminate your use of the Platform at any time if, in our sole discretion, your use of the Platform is in violation of this Agreement or applicable law, or if we otherwise reasonably believe that your use of the Platform could cause damage to the Platform, the rights of other Users, or for any other reason, even if not expressly set forth in this Agreement. Our right to suspend and/or terminate your account does not limit our right to seek any other remedy available to us through this Agreement or at law.
    9.3 Effect of Suspension or Termination.
Suspension or termination of your AdaLace Account may result in the deletion of your Personal Information and Your Content that is saved in or associated with your account. Upon suspension or termination of your AdaLace Account, you agree to immediately stop accessing or using the portions of the Platform which require a registered account.
    9.4 Preservation of Your Account Information.
We reserve the right, but not the obligation, to maintain your AdaLace Account information, including your Personal Information and Your Content even after you terminate your account with us. You acknowledge and agree that we may preserve and may disclose your account information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal processes; (ii) enforce this Agreement; (iii) respond to claims that your Your Content violates the rights of any third-party; or (iv) protect our rights, property, or personal safety or of other Users or the public.
10. Third-party Services
    10.1 Termination by the User.
Third-Party Content.  The Platform may contain content or links to third-party apps, services, websites, and other content that are not owned or controlled by us (“Third-Party Content”). We do not endorse or assume any responsibility for any such Third-Party Content. If you access Third-Party Content from the Platform, you do so at your own risk and you understand that this Agreement and our Privacy Policy do not apply to your use of such Third-Party Content. You expressly relieve us from any and all liability arising from your use of any Third-Party Content, and any terms related to Third-Party Content are solely between you and the Third-Party Content provider. You agree that we will not be responsible for any reliance or damages of any sort relating to your use of Third-Party Content.
    10.2 Third Party Services.
The Platform may provide access to or integrate with third-party apps, services, websites, and other content that are not owned or controlled by us (“Third-Party Services”). All Third Party Services are provided “As-Is,” and we do not warrant any such Third Party Services, regardless of whether they are required to use our Platform and/or Services. You expressly relieve us from any and all liability arising from your use of any Third-Party Service, and any use by you of such Third Party Services is solely between you and the applicable Third-Party Service. We do not endorse or assume any responsibility for any such Third-Party Services. If you access Third Party Services from the Platform, you do so at your own risk and you understand that this Agreement does not apply to your use of such Third-Party Services. We shall not be responsible for any disclosure, modification, or deletion of Personal Information or Your Content resulting from access by Third-Party Services. Additionally, we are not responsible for any downtime or unavailability of Third Party Services which are outside our reasonable control. Under no circumstances will we be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data, business interruption, or loss of profits, arising out of the use of or the inability to use a Third-Party Service.
11. Proprietary Rights
    11.1 Our Proprietary Rights.
You acknowledge and agree that the Platform contains proprietary and confidential information that is protected by applicable intellectual property and other laws. We retain all right, title, and interest in and to the Platform and the Services, including without limitation our trademarks (all names and logos), and all other content provided on the Platform by us (collectively, “AdaLace IP”). Except as provided herein, this Agreement does not grant you any right to reproduce, copy, modify, distribute, license, sell, transfer, or publicly display or perform or otherwise exploit the AdaLace IP. No rights are granted to you other than as expressly set forth in this Agreement.
    11.2 Licenses in User Generated Content.
You grant to us a non-exclusive, royalty-free, assignable, transferable, sublicensable, and irrevocable right and license to use, reproduce, adapt, and distribute your User Generated Content as reasonably necessary: (i) to provide the Platform as required under this Agreement; (ii) to exercise our other rights, and perform our other obligations, under this Agreement; (iii) and for any other use not expressly prohibited by this Agreement or applicable law.
    11.3 Feedback.
You may provide us or make public on the Platform notes, emails, postings, letters, suggestions, concepts, or other written materials related to the Platform (collectively, “Feedback”). You acknowledge and agree that you do not maintain and will not assert any ownership, intellectual property right, or any other right to the Feedback. You further agree that any Feedback provided to us will not be considered confidential information, and that we are permitted to freely share, disclose, modify, create derivative works, or otherwise use the Feedback for any purpose. Should the ownership of the Feedback be found under applicable law to not be our property, you hereby grant us a royalty-free, worldwide, transferable, sublicensable, irrevocable, and perpetual license to use or incorporate into any of our products or services any Feedback provided by you relating to the provision of the Platform.
12. DMCA Notice. We respect the intellectual property rights of others. We will respond expeditiously to claims of copyright infringement on the Platform if submitted to our Copyright Agent as fully described in our DMCA Notice.
13. Disclaimer of Warranties.
THE SERVICES ARE PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, ORAL, OR WRITTEN, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, REASONABLE CARE, AND/OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT WE KNOW, HAVE REASON TO KNOW, HAVE BEEN ADVISED, OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE). TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE FURTHER DISCLAIM ANY AND ALL WARRANTIES, CONDITIONS, AND/OR REPRESENTATIONS OF TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE FUNCTIONS PERFORMED BY THE SERVICES WILL MEET USERS’ REQUIREMENTS, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, THAT THE SERVICES ARE SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT USER DATA WILL REMAIN PRIVATE OR SECURE, OR THAT ALL DEFECTS IN THE SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR OUR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF OUR OBLIGATIONS HEREUNDER.
14. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES INCLUDING, WITHOUT LIMITATION, ITS OWN NEGLIGENCE, SHALL WE OR OUR OFFICERS, EMPLOYEES, AFFILIATES, DIRECTORS, AGENTS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, TRANSMITTING, OR DISTRIBUTING THE PLATFORM BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY SERVICES PROVIDED BY US. THIS LIMITATION APPLIES TO, WITHOUT LIMITATION: (I) THE USE OR INABILITY TO USE THE PLATFORM OR SERVICES; (II) ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF ANY ELECTRONIC MESSAGES YOU SEND US; (III) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY SERVICES USED OR PURCHASED THROUGH OR FROM THE PLATFORM; (IV) STATEMENTS OR CONDUCT OF ANY USER OR THIRD-PARTY, ONLINE OR OFFLINE; OR (V) ANY OTHER MATTER RELATING TO THE PLATFORM.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL LIABILITY EXCEED $100. ANY CLAIM ARISING UNDER THIS AGREEMENT MUST BE BROUGHT BY YOU WITHIN 12 MONTHS AFTER THE EVENTS GIVING RISE TO THE CAUSE OF ACTION ARE DISCOVERED, OTHERWISE YOU RELEASE US OF ANY SUCH CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
15. Indemnification.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE TO RELEASE, INDEMNIFY, AND HOLD HARMLESS ADALACE AND OUR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AND AGENTS AND OUR RESPECTIVE SUCCESSORS AND ASSIGNS (“INDEMNIFIED PARTIES'') FROM ANY THIRD-PARTY CLAIM, SUIT, PROCEEDING, OR GOVERNMENT ENFORCEMENT ACTIONS ARISING OUT OF, RELATED TO, OR ALLEGING AN INJURY OR LOSS CAUSED BY YOUR ACCESS AND USE OF THE PLATFORM AND THE SERVICES THAT, WITHOUT LIMITATION, INCLUDES: (I) YOUR ACCESS TO OR USE OF THE PLATFORM FOR ILLEGAL, FRAUDULENT, OFFENSIVE, OR TORTIOUS PURPOSES; (II) YOUR INTERACTION WITH PARTNERS, OTHER USERS, OR PROGRAMS; (III) YOUR VIOLATION OF THIS AGREEMENT; OR (IV) YOUR VIOLATION OF ANY RIGHTS OF ANY THIRD-PARTY. IN ANY EVENT, WE WILL HAVE THE RIGHT TO PARTICIPATE IN THE DEFENSE OF ANY SUCH SUIT OR PROCEEDING THROUGH COUNSEL OF OUR OWN CHOOSING AT OUR OWN EXPENSE. YOU WILL ALSO INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM ANY COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, INCURRED IN RESPONDING TO ANY LEGAL ACTION, SUBPOENA, SEARCH WARRANT, OR COURT ORDER REQUIRING PRODUCTION OF INFORMATION OR DOCUMENTS RELATED TO SUBSECTION (I) THROUGH (IV) ABOVE.
16. Release.
AdaLace is not affiliated with any Partner or Program other than as a provider of technology. If you have a dispute with one or more Users, or a Partner or Program, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

If you are a California resident, you waive California Civil Code §1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
17. Allocation of Risk.
You acknowledge and agree that we provide the Platform in reliance upon the disclaimers of warranty and the limitations of liability contained herein, and that the terms of this Agreement reflect an allocation of risk between you and us (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the provisions herein form an essential basis of the bargain between you and us. If you are subject to applicable laws that prohibit you from indemnifying us as set forth herein or prohibit you from entering into the risk allocation arrangement as set forth herein, then the terms will apply to you to the fullest extent permitted by applicable law, it being understood that you and us each wish to enforce the provisions of this Agreement to the maximum extent permitted by applicable law.
18. Dispute Resolution
    18.1 Arbitration.
For any dispute with us, you agree to first contact us at support@adalace.co and attempt to resolve this dispute with us informally. In the event the Parties are unable to resolve the dispute informally, you and we agree that any controversy or claim arising out of or relating to this Agreement (except for actions seeking injunctive relief), any modifications or extensions hereof, or any sale or performance hereunder, including any claim for damages or rescission or both shall be settled by binding arbitration in accordance with the American Arbitration Association ("AAA"). The arbitration shall be conducted by a single arbitrator to be selected by agreement of the Parties not later than ten (10) days after delivery of the demand for arbitration or, failing such agreement, appointed pursuant to the Commercial rules of the American Arbitration Association. Arbitration shall be conducted in San Francisco, California, unless otherwise agreed by the Parties. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing Party in any arbitration shall be entitled, in addition to any other rights or remedies it may have, to reimbursement for its expenses incurred thereby including arbitration costs, reasonable attorneys’ fees, and arbitrators’ fees. This arbitration provision is governed by the Federal Arbitration Act.
    18.2 No Class Action; No Jury Trial.
ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NO CLASS ACTION OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL THEORIES OF LIABILITY OR PRAYERS FOR RELIEF MAY BE MAINTAINED IN ANY ARBITRATION OR OTHER PROCEEDING UNDER THIS AGREEMENT. UNLESS YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
    18.3 Governing Law.
This Agreement shall be governed and construed in accordance with the laws of the State of California excluding that body of law pertaining to conflicts of law. Any dispute between the Parties that are excluded from the arbitration agreement or that cannot be heard in small claims court shall be resolved in the state and federal courts located in the County of San Francisco, California and the Parties agree and submit to the personal and exclusive jurisdiction and venue of these courts.
19. General Provisions
    19.1 Severability.
In the event that any provision of this Agreement is considered invalid, illegal, or unenforceable by a court of competent jurisdiction having authority to bind the parties under any applicable statute or rule of law, such provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision and the remaining provisions of this Agreement shall in no way be affected or impaired.
    19.2 Entire Agreement.
This Agreement and any other terms and agreements incorporated herein by reference, and any amendments and any additional agreements you may enter with us in connection with the Platform, constitutes the entire agreement between you and us concerning the Platform.
    19.3 No Waiver.
Our failure at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, will not constitute a waiver of such provision, right, remedy or option or in any way affect the validity of this Agreement. A waiver of any default by us will not be deemed a continuing waiver, but will apply solely to the instance to which such waiver is directed.
    19.4 Headings; Summaries.
The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.
    19.5 No Transfer; No Assignment.
This Agreement and any rights and licenses granted hereunder may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
    19.6 No Third-Party Beneficiaries.
Other than as expressly provided in this Agreement, no third-party beneficiaries are intended or will be construed as created by this Agreement.
    19.7 Notices; Electronic Communication.
By providing us with your email address, you consent to receive our related communications and notices electronically and you agree that all agreements, notices, disclosures and other communication that we provide to you via the Platform or email satisfy any legal requirement that such communications be in writing. We may also use your email address to send you other messages, such as changes to the features of the Platform and special offers (“Promotional Messages”). If you do not want to receive Promotional Messages, you may opt out by clicking the “Unsubscribe” link in an email, or by emailing us at support@adalace.co.
    19.8 Force Majeure.
Neither party shall be liable for any failure or delay in its performance under this Agreement or any and all addenda due to circumstances beyond its reasonable control (other than the payment of sums due), provided that it notifies the other party as soon as practicable and uses its best efforts to resume performance (such a “Force Majeure Event”).
Contact
For questions regarding this Agreement contact us at support@adalace.co.
Students and Parents
Program List
Student Experience
Contact Us
About AdaLace
Legal
Privacy Policy
Terms of Service
© 2025 AdaLace. All rights reserved.