Terms of Use

Welcome to the Adeo, LLC (“Adeo”) marketplace, your home for Innovating Healthcare: Exchanging World-Class Solutions. Adeo, a subsidiary of The Cleveland Clinic, provides an online marketplace for the licensing of Cleveland Clinic and third party providers which may be a member of the Innovations Alliance (hereafter “Alliance Partner(s)”) software, products and services. When Cleveland Clinic licenses or sells its own software, products and services, it is an Alliance Partner for the purposes of this Agreement. For the purposes hereunder, the terms “You” and “Your” mean you, the person accessing the Adeo marketplace, and includes any employers or persons on whose behalf you are making a purchase hereunder. At the Adeo marketplace You will be provided the opportunity to browse for and purchase such software, certain products and services. By visiting this website and/or using this website you agree to these terms of use (“Terms of Use”), as well as the Privacy Policy linked on this page. The Terms of Use and the Privacy Policy  and any other policy linked to on this Adeo marketplace are collectively an agreement between You and Adeo (the “Agreement”). By accessing and otherwise using the Adeo marketplace and browsing the website, You agree to this Agreement. Please read all of the terms carefully, including all links. If You are visiting or accessing the Adeo marketplace on behalf of or for use by Your employer, You are entering the Agreement also on behalf of Your employer and Your employer is also bound by the terms of the Agreement.

Adeo offers a range of choices and different software, products and services. Some are configurable products and some may be off-the-shelf products that are turnkey solutions. Sometimes Alliance Partner Agreement(s) may apply. Any linked or supplemental terms related to an Alliance Partner (“Alliance Partner Agreement”) uniquely associated with any specific software, product or service are entered into on the day that You click on the “Place My Order” box at check-out directly between You and the Alliance Partner(s). An Alliance Partner Agreement box will accompany a viewable product when such terms apply.  If You are purchasing or licensing any software, product or services from the Adeo marketplace on behalf of or for use by Your employer, You are entering the Alliance Partner Agreement also on behalf of Your employer and Your employer is also bound by the terms of the Alliance Partner Agreement. By placing an order, You accept, without limitation or qualification, that the Alliance Partner Agreement governs Your transaction on the Adeo marketplace for the items purchased or licensed with The Alliance Partner(s).

PRIVACY

Please review our Privacy Policy, which also governs Your use of the Adeo marketplace to understand our practices.

ELECTRONIC COMMUNICATIONS

When You use the Adeo marketplace, whether directly sending emails to Adeo or simply utilizing the website, You are communicating with us and our Alliance Partner(s) electronically. You consent to receive communications from us electronically. We will communicate with You by e-mail or by posting notices on this site or through other means, such as through a particular service that You may have purchased. You agree that all agreements, notices, disclosures and other communications that we and/or our Alliance Partner(s) provide to You electronically satisfy all legal requirement that such communications be in writing and You agree that You will not challenge any electronic agreement You have made.

COPYRIGHT, TRADEMARKS AND OTHER INTELLECTUAL PROPERTY

All content included in or made available through the Adeo marketplace, including but not limited to text, logos, icons, images, audio and digital downloads is the property of Adeo or its Alliance Partners or content suppliers and protected by United States and international copyright laws.  In addition, graphics, logos, page icons, scripts, and service names included in or made available through the Adeo marketplace are trademarks or trade dress of Adeo in the U.S. and other countries. Adeo's trademarks and trade dress may not be used in connection with any product or service that is not Adeo's, in any manner that is likely to cause consumer confusion.  Adeo’s trademarks shall never be used in any manner that disparages or discredits Adeo or any other party. All other trademarks not owned by Adeo that appear in the Adeo marketplace are the property of their respective owners, who may or may not be affiliated with or connected to Adeo and use of such marks may be governed by the Alliance Partner Agreement(s).

LICENSE AND ACCESS

Subject to Your compliance with the Agreement, Adeo or its content providers grant You a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the Adeo marketplace. This license does not include any resale or commercial use of the Adeo marketplace or its contents or any collection and use of any product listings, descriptions, or prices. All rights not expressly granted to You in the Agreement are reserved and retained by Adeo, Alliance Partners, or its licensors, suppliers, publishers, rightsholders, or other content providers. No part of the Adeo marketplace may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the express written consent of Adeo. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information of Adeo without Adeo’s express written consent. You may not use any meta tags or any other hidden text utilizing Adeo's name or trademarks without the express written consent of Adeo. You may not misuse the Adeo marketplace. You may use the Adeo marketplace only as permitted by law. The licenses granted by Adeo to access the Adeo marketplace terminate if You do not comply with the Agreement. You may not, and You will not encourage, assist or authorize any other person to copy, modify, reverse engineer, decompile or disassemble, or otherwise tamper with, the Adeo marketplace in whole or in part, or create any derivative works from or of any of the features, components or aspects of the Adeo marketplace. You may use the Adeo marketplace solely for purposes of enabling You to use and enjoy the Adeo marketplace as provided by Adeo as permitted by the Agreement. You may not use the Adeo marketplace for any illegal purpose. We may cease providing access and we may terminate Your right to use the Adeo marketplace at any time for any reason. Your rights to use the Adeo marketplace automatically terminate without notice from us if You fail to comply with any of the terms of the Agreement. 

YOUR ACCOUNT

You are responsible for ensuring the confidentiality of Your account and password and for ensuring that You have taken actions to safeguard Your account, such as restricting access to Your computer. You acknowledge and agree to accept responsibility for all activities that occur under Your account or password. Adeo sells and licenses software, products and services only to adults and no child under 18 years old may purchase any product from the Adeo marketplace. Purchases and/or licenses are consummated through a credit card or other permitted payment method, including through a purchase order function on the Adeo marketplace. Adeo reserves the right to terminate accounts, remove or edit software, products, services and content, suspend an account temporarily, or cancel orders in its sole discretion.

REVIEWS, COMMENTS, COMMUNICATIONS, AND OTHER CONTENT

You may post reviews, comments, photos, and other content and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam." You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of the content You provide. Although Adeo does not review posted content on a regular basis, Adeo reserves the right, but it is not obligated, to remove or edit such content and may do so freely and without notice
If You do post content or submit material, and unless we indicate otherwise, You grant Adeo a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant Adeo the right to use Your name You submit in connection with content. You represent and warrant that You own or otherwise control all of the rights to the content that You post; that the content is accurate; that use of the content You supply does not violate this policy and will not cause injury to any person or entity and does not infringe upon any property rights; and that You will indemnify Adeo for all claims resulting from content You supply. Adeo has the right but not the obligation to monitor and edit or remove any activity or content. Adeo takes no responsibility and assumes no liability for any content posted by You or any third party.

RISK OF LOSS

All items purchased from Adeo are made pursuant to a shipment contract, otherwise known as F.O.B. Shipping Point, unless otherwise indicated in the Alliance Partner Agreement(s). The risk of loss for such items pass to You upon delivery to the carrier, or in regard to software, when the software is either shipped by Adeo, sent via electronic means by Adeo, or downloaded by You from Adeo. In situations where there is a title transfer, title transfers for all such purchases and licenses occur after payment receipt in full and verification and clearance of such payment, after which the title will transfer in full, and otherwise, any retained security interest in the products will thereafter terminate and full title will pass to You, unless otherwise indicated in the Alliance Partner Agreement(s).

RETURNS, REFUNDS AND TITLE

Adeo does not take title to returned items until the item arrives at our fulfillment center. At our discretion, a refund may be issued without requiring a return. In this situation, Adeo does not take title to the refunded item. For specific information about which products may be returned and when a refund is warranted, please refer to the Adeo Customer Service Team.

PRODUCT DESCRIPTIONS

Adeo attempts to be as accurate as possible. However, Adeo does not warrant that software, product and services descriptions or other content is accurate, complete, reliable, current, or error-free. If software,  product or services offered in the Adeo marketplace are not as described, Your sole remedy is to return it in unused condition, unless otherwise expressed in the Alliance Partner Agreement. The preceding sentences in this section  will not apply in the event that You have been provided direct contact with Cleveland Clinic or its third party providers related to a unique engagement that will be defined in an ancillary agreement (i.e., a unique custom consulting engagement).

PRICING

Except where noted otherwise, the list price or suggested price displayed for software, products and services represents the full retail price listed on the product itself, suggested by the Alliance Partner or manufacturer or supplier, or estimated in accordance with standard industry practice. The list price or suggested price is a comparative price estimate and may or may not represent the prevailing price in every area on any particular day. 

OTHER BUSINESSES

Parties other than Adeo operate stores, provide services, or sell product lines on this site. These are our Alliance Partners. In addition, we provide links to the sites of third party providers, affiliated companies and certain other businesses including our Alliance Partners. We are not responsible for examining or evaluating those businesses. Adeo does not warrant the offerings of any of these businesses or the content of their web sites. Adeo does not assume any responsibility or liability for the actions, software, product, services and/or content of any of these third parties. You should carefully review their privacy statements and other conditions of use when visiting their web sites. Third party website terms of use may apply to You when you link to their sites and Adeo assumes no liability to You and You agree that Adeo is not liable for any damages or causes of action related to such a link.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

THE ADEO MARKETPLACE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE ADEO MARKETPLACE ARE PROVIDED BY ADEO ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING OR AS OTHERWISE MAY BE EXPRESSED IN ANY SOFTWARE, PRODUCT OR SERVICES SPECIFIC ALLIANCE PARTNER AGREEMENT(S). ADEO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE ADEO MARKETPLACE, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE ADEO MARKETPLACE, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE ADEO MARKETPLACE IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, ADEO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT IN ALL MANNER RELATED TO THE ADEO MARKETPLACE AND THE CONTENTS AND PRODUCTS, SERVICES AND SOFTWARE PURCHASED OR LICENSED THEREFROM. ADEO DOES NOT WARRANT THAT THE ADEO MARKETPLACE, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE ADEO MARKETPLACE, ADEO'S SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM ADEO ARE FREE OF ERROR, VIRUSES OR OTHER HARMFUL COMPONENTS. ADEO WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE ADEO MARKETPLACE, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE ADEO MARKETPLACE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING BY ADEO. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

DISPUTES

Any dispute or claim relating in any way to Your use of the Adeo marketplace, or to any software, products or services sold, licensed or distributed by Adeo or through www.onadeo.com will be resolved by binding arbitration, rather than in court, in accordance with the commercial arbitration rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in the court having jurisdiction thereof as specified in the APPLICABLE LAW section. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. We also both agree that You or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights. We both further agree that this section applies to disputes between You and Adeo and never between You and an Alliance Partner. You agree that Adeo is not a party to and will not be a party to any claim that You have against an Alliance Partner and any action You take against an Alliance Partner will be taken under the terms of the Agreement You may enter when you purchase or license an Alliance Partner product, software and/or service, or otherwise as provided by law but related to You and the Alliance Partner and not Adeo.

APPLICABLE LAW

By using the Adeo marketplace, You agree that the AAA, applicable federal law, and the laws of the state of Ohio, without regard to principles of conflict of laws, will govern the Agreement and any dispute of any sort that might arise between You and Adeo and You agree to the exclusive venue and jurisdiction of the state or federal courts of Cuyahoga County, Cleveland, Ohio for any matter hereunder, waiving all rights to attempt to remove such cause of action to another jurisdiction.

SITE POLICIES, MODIFICATION, AND SEVERABILITY

Please review any other policies posted on this site. These policies also govern Your use of the Adeo marketplace. We reserve the right to make changes to our site, policies the Agreement at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition in the Agreement or in our other policies.

OUR ADDRESS

Adeo LLC
10000 Cedar Road
Cleveland, OH 44106
http://www.onadeo.com

EXPORT REGULATIONS AND GOVERNMENT END USERS

You must comply with all export and re-export restrictions and regulations of the Department of Commerce and other United States agencies and authorities that may apply to software, products or services procured through Adeo. If You are a U.S. Government end user, we are licensing to You as a "Commercial Item" as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights we grant You the same as the rights we grant to all others under these Terms of Use.

NO JOINT AND SEVERAL LIABILITY

You agree that there is no joint and several liability among Adeo, Cleveland Clinic or any of its third party providers or Alliance Partners. Any action You take must be taken against the party directly associated with the claim You are making and You agree that You will not attempt to or will you join a party not responsible for the damage for any reason to Your claim against the party directly associated with the claim. Adeo and Cleveland Clinic are not liable for nor responsible for the acts or omissions or any third party provider and You agree that Adeo and Cleveland Clinic will not be joined in any action that You may have with the particular third party provider who has licensed or sold You software, products or services. In the situation where Cleveland Clinic is the third party provider of software, services or hardware, the Alliance Partner Agreement You enter with Cleveland Clinic will govern that cause of action.

LAST UPDATED 07302014