Terms of Use

TERMS OF USE & END-USER LICENSE AGREEMENT

Last Updated: June 3, 2025

This Terms of Use & End-User License Agreement (\"Agreement\") governs your access to and use of the www.adroit-3.com website and system (the \"System\"), and all associated services, information, applications, and materials (collectively, the \"Services\") provided by Adroit 3 Corp., a Florida corporation (\"Adroit 3 Corp.\" or \"Licensor\"). This Agreement replaces in its entirety any prior terms of use, including the version dated January 15, 2018.

BY ACCESSING OR USING THE SYSTEM OR SERVICES IN ANY MANNER, INCLUDING Browse, TRANSMITTING, DOWNLOADING, OR UPLOADING ANY MATERIALS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST IMMEDIATELY CEASE AND DESIST ALL USE OF THE SYSTEM AND SERVICES.

1. Definitions

For the purposes of this Agreement, the following terms are used interchangeably and refer to the same entity: \"Adroit 3 Corp.\", \"Adroit 3 Corporation\", \"Adroit 3\", \"A3\", and \"ADRroit3\".

\"Materials\" refers to any content made available or enabled by Adroit 3 Corp. through the System, including but not limited to information, data, documents, images, products, software code, and associated documentation. This specifically excludes materials created or uploaded by you or other Users.

\"You\" or \"User(s)\" refers to any authorized individual accessing or using the System and Services.

2. Modifications

Adroit 3 Corp. reserves the right to modify this Agreement at any time. Any modifications become effective immediately upon posting the updated Agreement on the System. Your continued access or use of the System or Services after such modifications constitutes your conclusive acceptance of the revised Agreement. If any modification is unacceptable to you, your sole recourse is to cease using the System and Services.

3. Eligibility and Limitations of Use

You affirm that you are at least eighteen (18) years of age, are fully able and competent to enter into the terms, conditions, obligations, representations, and warranties set forth in this Agreement, and possess the legal authority to form a binding contract with Adroit 3 Corp. The Services are not intended for minors under 18 years of age. You may not use the Services if prohibited by applicable law or jurisdiction.

4. Intellectual Property Rights

4.1. Ownership

The System, Services, and all Materials, including their selection and arrangement, are the exclusive property of Adroit 3 Corp. and are protected by United States and international copyright, trademark, trade dress, patent, trade secret, unfair competition, and other intellectual and proprietary rights (\"Intellectual Property Rights\"). Except as expressly granted herein, Adroit 3 Corp. does not grant any express or implied rights to use the System, Services, or Materials.

4.2. Copyright

All content on the System, including Adroit 3 Corp. Work Product Data, text, graphics, articles, design, source code, software, photos, images, and other information (collectively, \"Content\"), is the copyrighted property of Adroit 3 Corp. and is protected by United States and international copyright laws. You agree that the Content may not be copied, reproduced, distributed, republished, displayed, posted, or transmitted in any form or by any means without the express prior written consent of Adroit 3 Corp. Unauthorized use of any Content may violate copyright and other applicable laws, as well as Adroit 3 Corp.\'s standards of confidentiality, internet security, and privacy.

4.3. Trademarks

The names \"Adroit 3 Corp.\", \"Adroit3\", the ADROIT-3 logo, and all related logos, trade names, trademarks, and service marks (collectively, \"Adroit 3 Corp. Trademarks\") are the property of Adroit 3 Corp. Other company, product, and service names and logos displayed on the System may be trademarks or service marks owned by Adroit 3 Corp. or third parties. Nothing in this Agreement grants you any license or right to use any Adroit 3 Corp. Trademarks without prior written authorization from Adroit 3 Corp. You may not use, copy, display, distribute, modify, or reproduce any Adroit 3 Corp. Trademarks without express written authorization.

4.4. Patents

Technologies and processes used by the System are subject to one or more Adroit 3 Corp. patents or pending patent applications.

5. Prohibited and Unauthorized Use

5.1. General Prohibitions

You acknowledge that the System is the exclusive property of Licensor. Unauthorized copying, modification, merging, or incorporation of the System, including software and written materials, is expressly prohibited. You may be held legally responsible for any copyright infringement resulting from non-compliance with these terms. You agree not to modify, loan, sell, adapt, publish, reproduce, distribute, re-transmit, transfer, sub-license, assign, rent, time-share, lease, convey, copy, translate, convert to another programming language, decompile, disassemble, create derivative works, or change the System or its content for any purpose. However, data, views, reports, and other information received through the System may be displayed, reformatted, stored, and printed solely for your internal use.

5.2. User Conduct

You are solely responsible for all data and content you distribute or make available through the Services. You represent and warrant that you own all Intellectual Property Rights in such content or have obtained all necessary permissions. You agree not to:

5.3. Controls and Security

Adroit 3 Corp. maintains control over the System and all its features and functionality, reserving the right to modify, change, or amend them at any time in its sole discretion. Adroit 3 Corp. will exercise all lawful means to prevent or rectify unauthorized use. You agree to use best efforts and reasonable steps to safeguard the System, ensuring no unauthorized access, copying, publication, disclosure, or distribution. You acknowledge that the System contains valuable confidential information and trade secrets, and unauthorized use or copying is harmful to Licensor.

6. Use of Materials

Adroit 3 Corp. grants you a nonexclusive, revocable, nontransferable license to view, download, and print Materials for your personal, informational, non-commercial, and internal purposes only. You may not modify, sell, rent, lease, or remove any proprietary notices from the Materials. This license does not apply to the design, layout, or \"look and feel\" of the Services, which are protected by Intellectual Property Rights and may not be copied or imitated without permission.

7. Feedback

You are not obligated to provide feedback to Adroit 3 Corp. If you do, you grant Adroit 3 Corp. a perpetual, worldwide, royalty-free, irrevocable, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such feedback. You retain ownership of your feedback but must ensure it does not contain confidential information. Adroit 3 Corp. is not obligated to keep feedback confidential or to provide any compensation for it.

8. Third-Party Links

The System may contain links to third-party websites. Adroit 3 Corp. is not responsible for the content of these linked sites and does not endorse them. Your dealings with any third parties accessed through the System are solely at your own risk.

9. Modifications and Termination

Adroit 3 Corp. reserves the right to modify or terminate the Services and Materials at any time without liability. This Agreement is effective until terminated. Adroit 3 Corp. may terminate this Agreement immediately without notice if you fail to comply with its provisions.

10. Disclaimer of Warranties

THE SYSTEM, SERVICES, AND MATERIALS ARE PROVIDED \"AS IS\" AND \"AS AVAILABLE,\" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. ADROIT 3 CORP. DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. ADROIT 3 CORP. DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM THE DOWNLOAD OF MATERIALS. ADROIT 3 CORP. ASSUMES NO LIABILITY FOR COMPUTER VIRUSES OR SIMILAR MALICIOUS CODE. INFORMATION ON THE SYSTEM SHOULD NOT BE CONSIDERED PROFESSIONAL ADVICE OR A SUBSTITUTE FOR CONSULTATION WITH QUALIFIED PROFESSIONAL ADVISORS.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ADROIT 3 CORP. OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, OR PROFITS), ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SYSTEM, SERVICES, OR MATERIALS, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE), EVEN IF ADROIT 3 CORP. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ADROIT 3 CORP.\'S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE SERVICES OR MATERIALS SHALL NOT EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESS TO THE SERVICE GIVING RISE TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

12. International Users

The Services can be accessed globally but may reference materials not available in all countries, which does not imply an intent to announce such materials in those countries. The Services are controlled and operated from the United States. Adroit 3 Corp. does not guarantee the appropriateness or availability of Services outside the U.S. and may block access to certain international users. Users accessing the Services from outside the U.S. are responsible for compliance with all local laws and regulations, including U.S. export control laws.

13. Indemnification

You agree to indemnify, defend, and hold harmless Adroit 3 Corp. and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys\' fees) arising out of or in any way connected with your use of the Services or Materials, your violation of this Agreement, or your infringement of any intellectual property or other right of any person or entity.

14. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflict of laws principles.

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach thereof, shall be resolved through binding online arbitration administered by a mutually agreed-upon arbitration service, in accordance with its rules. The arbitration shall take place in [Specify County, e.g., Miami-Dade County, Florida. The decision of the arbitrator shall be final and binding on both parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

15. Entire Agreement

This Agreement constitutes the entire agreement between you and Adroit 3 Corp. regarding your use of the System and Services, superseding all prior or contemporaneous communications, proposals, and agreements, whether electronic, oral, or written. No modification to this Agreement shall be effective unless made in writing by an authorized officer of Adroit 3 Corp.