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ADA Business Innovation Group Terms of Use Agreement

PLEASE READ THESE TERMS OF USE CAREFULLY. BY USING THIS SITE AND/OR THIS SERVICE, YOU ARE AGREEING TO BE BOUND BY (1) THE TERMS OF USE DESCRIBED BELOW; AND (2) OUR PRIVACY NOTICE. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND THIS NOTICE, PLEASE LEAVE THIS WEBSITE AND DO NOT ACCESS OR USE THIS WEBSITE AND/OR MOBILE APPLICATION (COLLECTIVELY, THE “WEBSITE” OR “SITE”), OR USE ANY OF OUR SERVICES (TOGETHER WITH THE SITE(S), THE “SERVICE” OR “SERVICES”). YOU MAY TERMINATE THIS AGREEMENT WITHOUT CAUSE AND PENALTY, AND WITH A REFUND OF ALL AMOUNTS THAT YOU HAVE PAID, IN THE FIRST SEVEN (7) DAYS AFTER YOU HAVE ENROLLED.

Welcome to ADA Practice Transitions, a Service of ADA Business Innovation Group, Inc. (“ADABIG” or “Company”).  ADA Practice Transitions is the name of the Service which matches dentists seeking to transition from or to ownership of a dental practice, or merely seeking a change in practice location (e.g. new employment) and/or structure. By accessing the Website you (the “User”) agree to be bound by these Terms of Use (this "Agreement" or “Terms”), whether or not you register as a Subscriber of ADABIG’s Services (a “Subscriber”).  It is also recommended that you read the ADABIG Privacy Notice (the “Privacy Notice”), which is incorporated by reference into this Agreement and available on the Website. If you do not accept and agree to be bound by all of the terms of this Agreement, including the Privacy Notice, do not use this Website or subscribe to the Service. Please contact us with any questions regarding this Agreement.


1. Acceptance of Terms of Use Agreement

2. Eligibility
3. Registration; Subscribers/Subscription; Services
4. Fees and Other Charges; Payment Method and Process
5. Term and Termination
6. Use by Subscribers/ Certain Prohibited Uses
7. Account Security
8. Your Interactions with Other Subscribers
9. Proprietary Rights
10. Content Provided by You
11. Disclaimers
12. Limitation of Liability
13. Links
14. Indemnity
15. Entire Agreement; Amendments
16. Miscellaneous

1. Acceptance of Terms of Use Agreement

a. Binding Contract. This Agreement is an electronic contract that establishes the legally binding terms you must accept to use the Website and/or to subscribe to the Service as a Subscriber. Before registering as a Subscriber, and before making any use of this Site (other than reading through these terms of use) you are strongly advised to read through the ADABIG Privacy Notice

b. Electronic Format; Print Copy Available. By accessing the Website and/or registering as a Subscriber, you accept this Agreement and agree to the terms, conditions and notices contained or referenced herein and consent to have this Agreement and all notices provided to you in electronic form. Please print a copy of this Agreement for your records. To receive a non-electronic copy of this Agreement, please contact us at ADAPT@ada.org or send a letter and self-addressed stamped envelope with sufficient postage to: ADA Business Innovations Group, 541 North Fairbanks #2200, Chicago, IL 60611. 

c. Unilateral Amendment by Company. Company may update and change any part or all of these Terms, including but not limited to the fees and charges associated with the Service, in accordance with Section 15(b) below. 

2. Eligibility.

You must be at least 18 years of age to register for the Service. Any use of the Service is void where prohibited by law. By accessing and using the Website and/or registering to become a Subscriber, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement. If you register to become a Subscriber, you also represent and warrant that you are a licensed dentist or a dental student within the United States. If you access or use the Website or Service from outside of the United States, you are responsible for complying with the laws and regulations of the territory from which you access or use the Website or Service.

3. Registration; Subscribers/Subscription; Services.

a. Registration Process/Subscribers. To become a Subscriber, you will need to register per the instructions on the ADA Practice Transitions page. 

b. Services.

(i) License.  Subject to the terms and conditions set forth in this Agreement, upon your registration as a Subscriber and your payment of Subscription fees,  Company grants you a personal, nonexclusive, nontransferable license to use the Service and to download and/or use the Website solely for your personal use as expressly set forth herein; provided that Company may, in its sole discretion from time to time, limit or restrict use to certain types of devices at the exclusion of others, and may establish additional licensing terms and restrictions.  The Service will be provided in such form and format as determined by Company.

(ii) Description of Services.  The following description of Services is intended as a general description only, and the actual services provided to each Subscriber may differ based on the Subscriber’s individual circumstances as well as other material factors.

The Service will provide Subscribers with the opportunity to match dentists who are looking to either hire an associate, find a partner or sell their practice with dentists who are looking to either become an associate, partner or owner of a practice.  Subscribers will enter information into the ADABIG website which will provide unique information Company will utilize to try to maximize the likelihood of a match.  Any transaction between two matched Subscribers shall solely be completed between the Subscribers.  Company will provide additional support to Subscribers to assist in a successful transaction if applicable. 

4. Fees and Other Charges; Payment Method and Process

a. Fees and Other Charges. By becoming a Subscriber you are committing to timely pay certain recurring subscription fees, as well as certain additional fees if and when a “successful connection” occurs. As part of the Services, Company will suggest certain possible matches among Subscribers. A “connection” occurs when one Subscriber contacts another Subscriber following a suggestion by Company. A “successful connection” occurs when two connected Subscribers (or former Subscriber(s)) enter into a business relationship (e.g. employment, purchase of all or a portion of a dental practice, etc.).  ADABIG takes no responsibility for the success or failure of a possible match resulting in a successful connection, the fees for the service are solely for the services of ADABIG attempting to find compatible matches. 

The following are the fees for the Service. IF YOU DO NOT AGREE WITH THESE FEES, INCLUDING THOSE FEES THAT OCCUR ONLY IN THE EVENT OF A SUCCESSFUL CONNECTION, DO NOT SUBSCRIBE TO THIS SERVICE.

Enrollment Fee. The enrollment fee is a one-time payment required for you to enroll as a Subscriber.

• For ADA members: $75.00
• For non-members: $150.00

Monthly Recurring Fee. Beginning the second full month following your enrollment, you will be charged the following Monthly Recurring Fee:

• For ADA members: $25.00
• For non-members:  $50.00

Note: Except as otherwise set forth in these Terms, your subscription will continue indefinitely on a month-to-month basis until terminated by you in accordance with Section 5. below.

Associate Match Fee.
This fee is payable to Company only if and when a successful connection has been made between two Subscribers (even if one or both are no longer Subscribers) introduced through the Service who enter into an employment (employer-employee) or employment-related relationship of any nature whatsoever (e.g. independent contractor, temporary employee, locum tenens) within two (2) years after they have been connected by the Service (an “Associate Match”). The Associate Match Fee applies to any Associate Match (1) whether or not the relationship is memorialized in a written contract between the parties, and (2) whether or not the relationship is between the Subscribers (or former Subscriber(s)) in their individual capacity, or whether through a legal entity(ies) of which one or both are affiliated (e.g. as an employee, an owner or partner, hold an equitable interest). The Associate Match Fee is a one-time payment, due promptly upon the commencement of an employment or employment related relationship (e.g. first day of employment, independent contractor status, temp worker, etc.) (the “Effective Time”). 

o For the owner/employer (or functional equivalent) Subscriber: 
• For ADA members: $3,500.00
• For non-members:  $5,000.00

o For the incoming dentist (employee, independent contractor or functional equivalent) Subscriber:
• For ADA members: $500.00
• For non-members:  $1,000.00

Note: If the relationship terminates within the first ninety (90) days following the Effective Time, each Subscriber shall be entitled to (i) a 100% refund if terminated and Company is notified in the first 30 days, (ii) a 50% refund if terminated and Company is notified after 30 days but prior to day 61, and (iii) a 25% refund if terminated and Company is notified after 60 days but prior to day 91. No other amounts will be refunded, regardless of circumstances.

Transfer Sales Match Fee.
  This fee is payable to Company only if and when a successful connection between Subscribers, resulting in the sale of all or a portion of a dental practice (“Transfer Sales Match”), is has been made. 

A successful Transfer Sales Match occurs when two Subscribers (even if one or both are no longer Subscribers) who have been connected transfer all or part of an interest in a dental practice (a “Transfer Sale”). The Transfer Sale Match Fee shall be payable for any Transfer Sales Match that occurs within five (5) years after the Subscribers or former Subscribers have been connected through the Service, whether or not (1) the relationship has been memorialized in a contract between the parties, and (2) whether the relationship is between the Subscribers (or former Subscriber(s)) in their individual capacity, or whether through a legal entity(ies) of which one or both are associated (e.g. as an employee, an owner or partner, hold an equitable interest). The Transfer Sales Match Fee is a one-time payment, due at the closing of the Transfer Sale.

o For the owner/seller dentist: 
• For ADA members: 4% of aggregate purchase price including any owner financing, payments made after the date of the closing for consulting services or other related payments to the owner/seller
• For non-members: 7% of purchase price including any owner financing or payments made after the date of the closing for consulting services or other related payments to the owner/seller

Note: If an Associate Match Fee was previously paid by the same Subscribers for which a Transfer Sale Match Fee is later owed, the amount of the Transfer Sales Match Fee will be reduced by the Associate Match Fee previously paid by (and not refunded to) the owner/employer dentist to Company.

b. Subscriber Notice to Company When a Match Fee Event Occurs. Each Subscriber will keep Company, through their Advisor or otherwise, apprised as to the schedule for, and occurrence of, an Associate Match and/or a Transfer Sales Match (each, a “Match Fee Event”). Upon the occurrence of a Match Fee Event, each party Subscriber to the Match Fee Event will immediately notify Company in writing. 

c. Payment Method and Process. You authorize Company to automatically collect any applicable fees through an online account (your "Billing Account") for use of the Service. You agree to pay the Company all applicable charges described above for any use of the Service by you or other persons (including your agents) using your Billing Account, and you authorize the Company to charge your chosen payment provider (your "Payment Method") for the Service. The Company may correct at any time any billing errors or mistakes that it makes even if it has already requested or received payment. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If you initiate a chargeback or otherwise reverse a payment made with your Payment Method, Company may in its sole discretion terminate your account immediately. If Company successfully disputes the reversal, and the reversed funds are returned, you are not entitled to a refund or to have your account or subscription reinstated. You must provide current, complete and accurate information for your Billing Account. You must promptly update all information to keep your Billing Account current, complete and accurate.  If you fail to promptly update Company with the most current complete and accurate information, you agree that you are responsible for fees accrued under your Billing Account. In addition, you authorize Company to obtain updated or replacement expiration dates and card numbers for you credit or debit card as provided by your credit or debit card issuer. You also authorize Company to update your Payment Method to include any credit or debit card or other payment method provided by you to purchase any feature or service throughout your use of the Website or Service when automatically renewing your account, as set forth in Section 12(b).

d. Late Payments/ Late Fees. Any Subscriber failing to make timely payment (of either the Associate Match Fee or Transfer Sales Match Fee or of any other amount due and payable under this Agreement) will be assessed a late fee of one (1%) percent per month of the amount due and payable, provided, that if such amount exceeds the maximum permissible legal amount, then the late fee will be the maximum permissible legal amount.

5. Term and Termination.

a. Term.  This Agreement will remain in full force and effect while you use the Website and/or are a Subscriber. Certain provisions of this Agreement will survive any termination of expiration of this Agreement (see Section 16(g)). 

b. Automatic Renewal. Except as otherwise set forth herein, your subscription will continue indefinitely on a month-to-month basis until terminated by you in accordance with subsection (c) below. 

c. Termination by Subscriber. You may terminate your subscription at any time for any or no reason by emailing Company at ADAPT@ada.org.  If you terminate your subscription, Company requires a reasonable amount of time to process your termination. In no event will you be eligible for a refund of any portion of the subscription fees paid for the then-current subscription commitment. Terminating a subscription does not automatically delete the information that you provided. 

d. Termination by Company.

(i) For Cause. Company may terminate or suspend your subscription in the Service at any time with or without cause and with or without notice. If the Company terminates or suspends Subscriber because Company believes that Subscriber has breached the terms of this Agreement then, upon such termination or suspension, Subsciber (upon such termination “Terminated Subscriber”) will not be entitled to any refund of unused subscription fees and, if applicable, all unpaid subscription amounts and all other fees of any nature that Terminated Subscriber owes will immediately be due and payable. Further, should any Match Fee Event occur in the future, Terminated Subscriber’s financial obligations with respect to the Match Fee Event will become due and payable as if Terminated Subscriber was still a Subscriber. Company may elect to not disclose, and may even be prohibited by law from disclosing, the reason for the termination or suspension of Subscriber’s account.  Suspension and/or termination may include restricting access to and use of the Service and may or may not include the deletion of the content associated with Terminated Subscriber’s subscription. Terminated Subscriber may not make any further use of the Service (including but not limited to use of any information that you learned about another Subscriber or practice as a result of a connection or an attempted connection) during any period of suspension, or following termination, for cause. Company reserves the right, but does not undertake any duty, to take appropriate legal action, including without limitation the pursuit of civil, criminal and/or injunctive redress against Terminated Subscriber for continuing to use the Service (or your contacting any individual(s) or practices with which Terminated Subscriber  was connected or with which a connection was attempted) during suspension or after termination for cause, and Terminated Subscriber agrees that Company may recover its reasonable attorneys’ fees and court costs from Terminated Subscriber for such actions. 

(ii) For Company’s Convenience. Company reserves the right at any time and at its sole discretion, to modify or discontinue, temporarily or permanently, the Website or the Service (or any part thereof) with or without notice. You agree that the Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. 

6. Use by Subscribers/ Certain Prohibited Uses.

The Website and Service is for use only by dentists seeking to transition from or to ownership of a dental practice, or merely seeking a change in practice location and/or structure (e.g. employment).  Subscribers may not use the Service or this Website in connection with any other commercial endeavors, such as (i) advertising or soliciting any user to buy or sell other products or services, (ii) networking for commercial purposes, or (iii) attempting to solicit users to visit a third-party site. Subscribers may not use any information obtained through the Service for any purpose other than to conduct those transactions (e.g. purchase or sale of a practice, employment of a dentist”) which are addressed in Section 4. (“Fees and Other Charges”). Company may investigate and take any available legal action in response to illegal and/or unauthorized uses of the Website or the Service.

YOU MAY NOT USE ANY INFORMATION YOU LEARN, OR MATERIALS YOU RECEIVE, THROUGH THE SERVICE FOR ANY PURPOSE OTHER THAN TO PURSUE A MATCHING TRANSACTION BETWEEN YOURSELF AND A SUBSCRIBER WITH WHOM YOU HAVE BEEN CONNECTED THROUGH THE SERVICE AND FOR THE OTHER TRANSACTIONS CONTEMPLATED HEREIN. BY WAY OF EXAMPLE, YOU MAY NOT USE THE INFORMATION YOU LEARN TO ADVISE OTHERS THAT A DENTIST IS SEEKING TO SELL THEIR PRACTICE, NOR TO INFORM OF ANY OPPORTUNITY TO BUY OR SELL A PRACTICE, NOR OF ANY EMPLOYMENT OPPORTUNITY(IES).

7. Account Security.

You are responsible for maintaining the confidentiality of the username and password you designate during the registration process, and you are solely responsible for all activities that occur under your username and password. You agree to immediately notify Company of any disclosure or unauthorized use of your username or password or any other breach of security, and ensure that you log out from your account at the end of each session.
Protect your username and password. Anyone who has your American Dental Association (“ADA”) user name and password can access and change information about you. Please remember to (i) sign out and (ii) close your browser each time when you are finished using the Service. You authorize the ADA to transfer information about you to Company to use such information in accordance with these Terms and the Privacy Notice. This information may include, but may not be limited to, your first and last name, home telephone, home address, personal email address, states where you are licensed to practice dentistry, languages spoken, school(s) graduated from and date(s) graduated, and if you own a dental practice the name, address, and website of your dental practice (if any). 

8. Your Interactions with Other Subscribers.

COMPANY IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY USER OR SUBSCRIBER. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER SUBSCRIBERS, INCLUDING THOSE THAT COMPANY MAY SUGGEST AS A CONNECTION. SUBSCRIBER IS RESPONSIBLE FOR MAKING THEIR OWN INDEPENDENT DECISION AS TO THE MERITS, TERMS AND ALL OTHER ASPECTS OF POTENTIAL TRANSACTIONS ARISING OUT OF THEIR USE OF THE SERVICES.  SUBSCRIBER ACKNOWLEDGES AND AGREES THAT COMPANY ASSUMES NO RESPONSIBILITY OR LIABILITY FOR SUBSCRIBER’S DECISIONS AND ANY TRANSACTIONS ARISING THEREFROM. YOU UNDERSTAND AND AGREE THAT (A) COMPANY DOES NOT EMPLOY, RECOMMEND OR ENDORSE ANY SUBSCRIBERS AND HAS NO CONTROL OVER THE ACTS OR OMISSIONS OF ANY SUBSCRIBER, INCLUDING THOSE THAT COMPANY SUGGESTS AS A CONNECTION, AND (B) COMPANY CURRENTLY DOES NOT CONDUCT BACKGROUND CHECKS OR SCREENINGS ON ITS SUBSCRIBERS. COMPANY ALSO DOES NOT INQUIRE INTO THE BACKGROUNDS OF ANY SUBSCRIBERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ANY SUBSCRIBERS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF SUBSCRIBERS OR THEIR COMPATIBILITY WITH YOU OR WITH ANY CURRENT OR FUTURE SUBSCRIBERS. COMPANY RESERVES THE RIGHT, BUT WITH NO OBLIGATION, TO CONDUCT ANY BACKGROUND CHECK OR OTHER SCREENINGS, AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS.  REGARDLESS OF WHETHER COMPANY SCREENS SUBSCRIBERS OR PERFORMS A BACKGROUND CHECK, YOU SHOULD EXERCISE CAUTION AND PERFORM YOUR OWN SCREENING BEFORE CONNECTING WITH ANYONE THROUGH THE SERVICE OR ENGAGING WITH A SUBSCRIBER IN ANY BUSINESS OR OTHER TRANSACTION.  

9. Proprietary Rights.

Company and/or its affiliates license or own and retain all proprietary rights in the Website and the Service, and in all content, trademarks, trade names, service marks and other intellectual property rights related thereto. The Website and the Service contain the copyrighted material, trademarks, and other proprietary information of Company, its affiliated entities, and its and their licensors. You agree to not copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, trademarks, trade names, service marks, or other intellectual property or proprietary information accessible on the Website or through the Service, without first obtaining the prior written consent of Company. You agree to not remove, obscure or otherwise alter any proprietary notices appearing on any content, including copyright, trademark and other intellectual property notices.

10. Content Provided by You.

a. Responsibility for Content Provided by You. You are solely responsible for all content and information that you provide in connection with the Service (collectively, "Content"). You represent and warrant that all information that you submit upon registration and thereafter is accurate and truthful and that you will promptly update any information provided by you that subsequently becomes inaccurate, misleading or false. You will not provide any content that is offensive, inaccurate, or illegal, or any material that infringes or violates a third party’s rights (including intellectual property rights, and rights of privacy and publicity). 

b. Grant of Rights to Company; Communications. By providing Content as part of the Service, you automatically grant to Company, its parent, its affiliates, licensees and successors and assigns, an irrevocable, perpetual, non-exclusive, fully paid-up, worldwide right and license, subject to the Privacy Notice, to (i) use, copy, store, perform, display, reproduce, record, play, adapt, modify and distribute the Content, (ii) prepare derivative works of the Content or incorporate the Content into other works, and (iii) grant and authorize sublicenses of the foregoing in any media now known or hereafter created. You represent and warrant that any use of your Content by Company will not infringe or violate the rights of any third party. When you become a Subscriber, you agree and consent to receive email messages from us. These emails may be transactional or relationship communications relating to the Service, commercial offers, promotions or special offers from us or third party partners. Please see the Privacy Notice for more information regarding these communications.  Telephone calls between you and your Advisor(s) may be recorded for quality assurance and other purposes. You acknowledge and agree that information on Subscribers may be shared with Company’s parent, affiliates and with third parties, including but not limited to other Subscribers and dental societies (e.g., through websites and databases, including but not limited to Aptify). For example, information on the Website may be viewable on other websites and databases, and users of one website or database may be able to access information on other websites or databases.

c. Prohibited Content. In addition to the types of Content described in Section 10.(a) above, the following is a partial list of the kind of Content that is prohibited on the Website or as part of the Service. You may not provide or otherwise make available Content that is obscene, harassing, defamatory, false, misleading, violates any third party rights, or is otherwise objectionable in the sole discretion of Company or illegal.  Company reserves the right, in its sole discretion, to investigate and take appropriate legal action against anyone who violates this provision, including removing the offending communication from the Service and terminating or suspending the subscription of such violators. You may not provide any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights.

d. Only Lawful Content. Your use of the Website and Service, including all Content you post through the Service, must comply with all applicable laws and regulations. You agree that Company may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary, such as to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any Content violates the rights of third parties; (iv) respond to your requests for customer service or allow you to use the Website in the future; or (v) protect the rights, property or personal safety of Company or any other person.

11. Disclaimers.

You acknowledge and agree that none of Company, its parent, its affiliates, its third party partners, or its and their officers, directors, trustees, employees, and agents, and each of them, are responsible for and shall not have any liability, directly or indirectly, for any loss or damage, as a result of or alleged to be the result of (i) any incorrect or inaccurate content from any source or of any nature provided in connection with the Service, whether such content has been provided by or on behalf of any Subscriber(s) or otherwise; (ii) the timeliness, deletion or removal, incorrect delivery of or failure to store any content or communications;

(iii) the conduct, whether online or offline, of any Subscriber; (iv) any error, omission or defect in, interruption, deletion, alteration, delay in operation or transmission, theft or destruction of, or unauthorized access to, any user or Subscriber communications; or (v) any computer or software-related problems including damage to Subscribers or to any other person's computer related to downloading materials in connection with the Service. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, COMPANY PROVIDES THE WEBSITE AND THE SERVICE (INCLUDING, WITHOUT LIMITATION, ALL CONNECTION SUGGESTIONS) ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY EXPRESSLY DISCLAIMS  ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE OR THE WEBSITE (INCLUDING BUT NOT LIMITED TO WITH RESPECT TO ALL CONTENT CONTAINED OR SUPPLIED THEREIN). COMPANY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF ANY AND ALL NATURES, INCLUDING THAT OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, SECURE OR THAT ANY DEFECTS OR ERRORS ON THE WEBSITE OR IN THE SERVICE WILL BE CORRECTED. 

ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE OR THE WEBSITE IS ACCESSED AND RECEIVED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT THERETO. IF YOU DO NOT ACCEPT THIS LIMITATION OF LIABILITY, YOU ARE NOT AUTHORIZED TO DOWNLOAD OR OBTAIN ANY MATERIAL THROUGH THE SERVICE OR WEBSITE.

In addition to the preceding paragraphs and other provisions of this Agreement, any materials or advice that may be provided through the Service (e.g., through an Advisor) is for informational purposes only and is not intended to replace or substitute for any professional financial, medical, legal, or other advice. Company makes no representations or warranties and expressly disclaims any and all liability concerning any treatment, action by, or effect on any person following the information or suggestions offered or provided within or through the Service. If you have specific concerns or a situation arises in which you require professional advice, you should consult with an appropriately trained and qualified professional.

12. Limitation of Liability.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY, ITS PARENT, ITS AFFILIATES, BUSINESS PARTNERS, LICENSORS OR SERVICE PROVIDERS, AND ITS AND THEIR OFFICERS, DIRECTORS, TRUSTEES, EMPLOYEES, AND AGENTS, AND EACH OF THEM, BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY LOST PROFITS, INDIRECT, RELIANCE, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE SERVICE. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE WEBSITE OR SERVICE OR THE TERMS OF THIS AGREEMENT MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

13. Links.

The Website may contain, and the Service or third parties may provide, advertisements and promotions offered by third parties and links to other web sites or resources. You acknowledge and agree that Company is not responsible for the availability of such external websites or resources, and does not endorse and is not responsible or liable for any content, information, statements, advertising, goods or services, or other materials on or available from such websites or resources. Your correspondence or business dealings with, or participation in promotions of, third parties found on or through the Website or Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. 

14. Indemnity. 

You agree to indemnify and hold Company, its parent, its affiliates, and its and their officers, directors, trustees, employees, and agents, and each of them, harmless from any loss, liability, claim, demand or cause of action, including reasonable attorney's fees, made by any third party due to or arising out of your breach of or failure to comply with this Agreement (including any breach of your representations and warranties contained herein), any Content you provide, your acts and omissions  as a result of the Service, and the violation of any law or regulation by you. Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Company in connection therewith.

15. Entire Agreement; Amendments.

(a) Entire Agreement. Except as expressly set forth in subsection (b) below, this Agreement, along with the Privacy Notice and any specific guidelines or rules that are separately posted for particular services or offers on the Website, contain the entire agreement between you and Company regarding the use of the Website and/or the Service and, except as expressly set forth in subsection (b) below, these may not be modified other than in writing signed by you and by Company. 

(b) Unilateral Amendment by Company. Company may update and change any part or all of these Terms (including without limitation any fees) at any time during your subscription upon thirty (30) days’ advance notice.  Company may provide such notice, at its discretion, using any reasonable means now known or hereafter developed, including by email, regular mail, SMS, MMS, text message or postings on the Website. We encourage you to check the Terms on the Website periodically, and you agree that you are deemed to have received any and all notices that would have been delivered had you accessed the Website. When Company changes these Terms, the "Last Modified" date above will be updated to reflect the date of the most recent version. If you do not agree to the revised terms, you must stop using the Service and, subject to subsection (c) below, terminate your subscription. You can terminate your subscription by contacting an Advisor at advisor@ada.org; emailing ADAPT@ada.org or by written notification to ADABIG, 541 North Fairbanks #2200, Chicago IL 60611. 
By continuing to use the Service following notice of a change of these Terms, you hereby expressly agree to be bound by the revised Terms and acknowledge that your continued use of and access to the Service is valid consideration for the revised Terms. 

(c) Survival of Payment Obligation. Notwithstanding any expiration or termination of your subscription, for any or for no reason, all amounts due or payable, or potentially due or payable, with respect to (i) any Associate Match Fee will survive any termination of your subscription for three (3) years and/or (ii) any Transfer Sales Match Fee will survive any termination of your subscription for five (5) years.

16. Miscellaneous.

(a) Parties Bound/ Assignment.  This Agreement shall be binding on and enforceable by and against the parties to it and their respective heirs, legal representatives, successors, and assigns, except that neither this Agreement nor the duties or obligations under this Agreement may be assigned by Subscriber without the prior written consent of Company.

(b) Waiver.  Failure of a party to insist upon strict adherence to any term or condition of this Agreement shall not be considered a waiver by that party of its right thereafter to insist upon strict adherence to that, or any other, term or condition of this Agreement. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. 

(c) Notices.  Except as otherwise expressly set forth herein, any notice that may or must be given by any party under this Agreement will be delivered (i) personally, (ii) by certified mail, return receipt requested, or (iii) by a nationally recognized overnight courier, addressed to the party to whom it is intended.  Notices shall be sent to the address most recently supplied by either party to the other.  A notice sent pursuant to the terms of this section shall be deemed delivered (i) when delivery is actually made, if delivered personally, (ii) three (3) business days after deposit into the United States mail, or (iii) the day following deposit with a nationally recognized overnight courier.

(d) Force Majeure. Neither party shall be liable for delay or failure of performance if such delay or failure is due to acts of God, strikes or other labor disputes, acts of war or terrorism, or any other cause beyond its reasonable control.

(e) Headings.  The titles and headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof.

(f) Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without giving effect to any conflict of law provisions thereof.  All claims, actions, proceedings, and disputes arising out of this Agreement shall be commenced exclusively in the federal and/or state courts sitting in Cook County, Illinois and all parties consent to personal jurisdiction in Illinois. 

(g) Survival. The following Sections and/or provisions shall survive the expiration or termination of this Agreement:  (i) Sections 1, 4, 5, 7, 9, 10, 11, 12, 14, 15 and 16.), and (ii) any provision of this Agreement that, given its purpose, interpretation or context, logically should survive the expiration or termination of this Agreement.

(h) Severability.  All provisions of this Agreement are separate and divisible, and if any part is held invalid, the remaining provisions shall continue in full force and effect.

(i) No Agency. No agency, partnership, joint venture or employment is created as a result of this Agreement and you may not make any representations or bind Company in any manner.