Terms of Service

Welcome to Adapt. Before you access our services, please read these Terms of Service and all related Policies.

These Terms of Service ("Terms") govern your use of the Adapt AI-powered business analysis and decision support platform, including all related applications, APIs, and tools, and/or any other products and services provided by Adapt.com, Inc., a Texas corporation ("Adapt," "we," "us," or "our"), that Adapt may offer to individuals and commercial customers (“Customers”), along with any associated apps, software, and websites (together, our “Services”). These Terms are a contract between you and Adapt.com, Inc. ("Adapt"), and they include our Usage Policy, Privacy Policy, and all related policies governing or related to use of the Services. By accessing or using our services, you agree to be bound by these Terms.

Please note: You may not enter into these Terms on behalf of an organization, company, or other entity unless you have the legal authority to bind that entity.

1. Services

Overview. Subject to these Terms, Adapt gives Customer permission to use the Services. Adapt uses commercially reasonable efforts to maintain the availability of the Services 24/7. Unless a separate Service Level Agreement is in place, Adapt does not guarantee specific uptime percentages. Scheduled maintenance will be communicated in advance when practicable. Adapt implements industry-standard security measures to protect the Services and Customer Data. However, no method of transmission or storage is completely secure. You are responsible for maintaining the security of your account credentials.

Third Party Features. Customer may elect (in its sole discretion) to use features, services or other content that may be made available from time-to-time by third parties to Customer through the Services (“Third Party Features”). Customer acknowledges and agrees that Third Party Features are not Services and, accordingly, Adapt is not responsible for them. Your use of any Third-Party Features, services, and integrations is at your own risk and subject to any terms, conditions, or policies (including privacy policies) applicable to such third-party content, services, and integrations.

Feedback. If Customer chooses to provide Adapt with feedback regarding the Services, Adapt may use that feedback at its own risk and without obligation to Customer.

Customer Content. "Customer Data" and/or “Customer Content” refers to any data, information, or content submitted to, uploaded to, or processed through the Services by or on behalf of the Customer. As between the parties and to the extent permitted by applicable law, Adapt agrees that Customer (a) retains all rights to its Inputs, and (b) owns its Outputs. Adapt disclaims any rights it receives to the Customer Content under these Terms. Subject to Customer’s compliance with these Terms, Adapt hereby assigns to Customer its right, title and interest (if any) in and to Outputs. “Inputs” means submissions to the Services by Customer or its Users, and “Outputs” means responses generated by the Services to Inputs (Inputs and Outputs together are “Customer Content”).

You retain all ownership rights to your Customer Data. By using the Services, you grant Adapt a limited, non-exclusive license to process your Customer Data for the purpose of providing and improving the Services. Adapt will handle Customer Data in accordance with our Privacy Policy and applicable data protection regulations. Adapt maintains commercially reasonable administrative, technical, and physical safeguards consistent with SOC 2 practices to protect Customer Data.

Data Privacy. Data submitted through the Services will be processed in accordance with the Adapt Data Processing Addendum (“DPA”), which is incorporated into these Terms by reference.

Compliance. Each party will comply with all laws applicable to the provision (for Adapt) and use (for Customer) of the Services, including any applicable data privacy laws.

Policies and Service Terms. Customer and its Users may only use the Services in compliance with these Terms, including the Usage Policy (“Usage Policy”), and any product or Service specific Terms that are or may be incorporated by reference into these Terms. Customer must cooperate with reasonable requests for information from Adapt to support compliance with its Usage Policy, including to verify Customer’s identity and use of the Services.

Limitations of Outputs; Notice to Users. It is Customer’s responsibility to evaluate whether Outputs are appropriate for Customer’s use case, including where human review is appropriate, before using or sharing Outputs. Customer acknowledges, and must notify its Users, that factual assertions in Outputs should not be relied upon without independently checking their accuracy, as they may be false, incomplete, misleading or not reflective of recent events or information. Customer further acknowledges that Outputs may contain content inconsistent with Adapt’s views.

Use Restrictions. You agree to use the Services only for legitimate business purposes and in compliance with all applicable laws. You shall not: share account credentials with unauthorized parties; attempt to reverse engineer or decompile any part of the Services; transmit malicious code or attempt to gain unauthorized access to our systems; use the Services to process data in violation of applicable laws. Customer may not and must not attempt to (a) access the Services to build a competing product or service, including to train competing AI models or resell the Services except as expressly approved by Adapt; or (b) support any third party’s attempt at any of the conduct restricted by these Terms.

Service Account. Customer is responsible for all activity under its account. Customer will promptly notify Adapt if Customer believes the account it uses to access the Services has been compromised or is subject to a denial of service or similar malicious attack that may negatively impact the Services.

2. Account creation and access.

Minimum age. You must be at least 18 years old, or the minimum age required to consent to use the Services in your location, whichever is higher.

Your Adapt Account. To access our Services, we may ask you to create an Account. You agree to provide correct, current, and complete Account information and allow us to use it to communicate with you about our Services. Our communications to you using your Account information will satisfy any requirements for legal notices. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. Adapt grants you a non-exclusive, non-transferable right to access and use the Services during the term of your subscription, subject to these Terms.

You may not share your Account login information, Adapt API key, or Account credentials with anyone else. You also may not make your Account available to anyone else. You are responsible for all activity occurring under your Account, and you agree to notify us immediately if you become aware of any unauthorized access to your Account by sending an email to support@adapt.com.

You may close your Account at any time by contacting us at support@adapt.com.

Business Domains. If you use an email address owned by your employer or another organization, your Account may be linked to the organization's Adapt enterprise account, and the organization’s administrator may be able to monitor and control the Account, including having access to Materials (defined below). In some cases we may provide notice to you before linking your Account to an organization's enterprise account. However, if the organization is responsible for notifying you or has already informed you that it may monitor and control your Account, we may not provide additional notice.

Evaluation and Additional Services. In some cases, we may permit you to evaluate our Services for a limited time or with limited functionality. Use of our Services for evaluation purposes are for your personal, non-commercial use only.

You may need to accept additional terms to use certain Services. These additional terms will supplement our Terms for those Services and may change your rights or obligations for those Services, including your obligation to pay fees.

3. Use of our Services.

You may access and use our Services only in compliance with our Terms, including our Usage Policy, and any guidelines or supplemental terms we may post on the Services (the “Permitted Use”). You are responsible for all activity under the account through which you access the Services.

You may not access or use, or help another person to access or use, our Services in the following ways:

• In any manner that violates any applicable law or regulation—including, without limitation, any laws about exporting data or software to and from the United States or other countries.

• To develop any products or services that compete with our Services, including to develop or train any artificial intelligence or machine learning algorithms or models or resell the Services.

• To decompile, reverse engineer, disassemble, or otherwise reduce our Services to human-readable form, except when these restrictions are prohibited by applicable law.

• To crawl, scrape, or otherwise harvest data or information from our Services other than as permitted under these Terms.

• To use our Services, the Materials, or the Actions to obtain unauthorized access to any system or information, or to deceive any person.

• To infringe, misappropriate, or violate intellectual property or other legal rights (including the rights of publicity or privacy).

• Except when you are accessing our Services via an Adapt API Key or where we otherwise explicitly permit it, to access the Services through automated or non-human means, whether through a bot, script, or otherwise.

• To engage in any other conduct that restricts or inhibits any person from using or enjoying our Services, or that we reasonably believe exposes us—or any of our users, affiliates, or any other third party—to any liability, damages, or detriment of any type, including reputational harms.

• To rely upon the Services, the Materials, or the Actions to buy or sell securities or to provide or receive advice about securities, commodities, derivatives, or other financial products or services, as Adapt is not a broker-dealer or a registered investment adviser under the securities laws of the United States or any other jurisdiction.

You also must not abuse, harm, interfere with, or disrupt our Services, including, for example, introducing viruses or malware, spamming or DDoSing Services, or bypassing any of our systems or protective measures.

4. Inputs, Outputs, Actions, and Materials.

Generally. You may be allowed to interact with our Services in a variety of formats (we call these “Inputs”). Our Services may generate responses (we call these “Outputs”) or enable the Services to take actions on your behalf, such as software manipulation, data processing, and system interactions (we call these "Actions"), based on your Inputs. Inputs and Outputs collectively are “Materials.”

Rights and Responsibilities. You are responsible for all Inputs you submit to our Services and all Actions. By submitting Inputs to our Services, you represent and warrant that you have all rights, licenses, and permissions that are necessary for us to process the Inputs under our Terms and to provide the Services to you, including for example, to integrate with third-party services, to share Materials with others at your direction, and to take Actions. You also represent and warrant that your submitting Inputs to us or directing Adapt to take Actions will not violate our Terms, Usage Policy or any laws or regulations applicable to those Inputs or Actions. As between you and Adapt, and to the extent permitted by applicable law, you retain any right, title, and interest that you have in the Inputs you submit. Subject to your compliance with our Terms, we assign to you all of our right, title, and interest—if any—in Outputs.

Reliance on Outputs and Actions. Artificial intelligence and large language models are frontier technologies that are still improving in accuracy, reliability and safety. When you use our Services, you acknowledge and agree:

• Outputs may not always be accurate and may contain material inaccuracies even if they appear accurate because of their level of detail or specificity.

• Actions may not be error free or operate as you intended.

• You should not rely on any Outputs or Actions without independently confirming their accuracy.

• The Services and any Outputs may not reflect correct, current, or complete information.

• Outputs may contain content that is inconsistent with Adapt’s views.

Our use of Materials and Content. We may use Materials and Content to provide, maintain, and improve the Services and to develop other products and services. We do not use Customer Data to train AI models. We may review Materials when your conversations are flagged for safety review to detect harmful content or enforce our policies, or when you have explicitly reported the materials to us (for example via our feedback mechanisms).

5. Confidentiality, Intellectual Property, and Publicity

Confidential Information. The parties may share information that is identified as confidential, proprietary, or similar, or that a party would reasonably understand to be confidential or proprietary ("Confidential Information"). Customer Content is Customer’s Confidential Information.

Obligations of Parties. The receiving party ("Recipient") may only use Confidential Information of the disclosing party ("Discloser") to exercise its rights and perform its obligations under these Terms. Recipient may only share Discloser’s Confidential Information to Recipient’s employees, agents, and advisors that have a need to know such Confidential Information and who are bound to obligations of confidentiality at least as protective as those provided in these Terms ("Representatives"). Recipient will protect Discloser’s Confidential Information from unauthorized use, access, or disclosure in the same manner as Recipient protects its own Confidential Information, and with no less than reasonable care. Recipient is responsible for all acts and omissions of its Representatives.

Exclusions. Confidential Information excludes information that: (a) becomes publicly available through no fault of Recipient; (b) is obtained by Recipient from a third party without a breach of the third party’s obligations of confidentiality; or (c) is independently developed by Recipient without use of Confidential Information. Recipient may disclose Discloser’s Confidential Information to the extent it is required by law, or court or administrative order, and will, except where expressly prohibited, notify Discloser of the required disclosure promptly and fully cooperate with Discloser’s efforts to prevent or narrow the scope of disclosure.

Destruction Request. Recipient will destroy Discloser’s Confidential Information promptly upon request, except where retained to comply with law or copies in Recipient’s automated back-up systems, which will remain subject to these obligations of confidentiality while maintained.

Intellectual Property. The Services, including all software, algorithms, and documentation, are owned by Adapt and protected by intellectual property laws. Nothing in these Terms transfers ownership of any intellectual property from Adapt to you. Any feedback or suggestions you provide regarding the Services may be used by Adapt without any obligation to you. Except as expressly stated in these Terms, these Terms do not grant either party any rights to the other’s content or intellectual property, by implication or otherwise.

Publicity. Adapt may use a Commercial Customer’s name and logo to publicly identify Customer as a customer of the Services; provided that Customer may opt-out by emailing support@adapt.com. Customer will consider in good faith any request by Adapt to (1) provide a quote from a Customer executive regarding Customer’s motivation for using the Services that Adapt may use publicly and (2) participate in a public co-marketing activity.

6. Fees, Subscriptions, and Payment.

Pricing. Adapt offers various pricing models including usage-based, prepaid commitment, and enterprise arrangements. Payment terms are specified in your order form or subscription agreement. Payment may be made via supported methods including credit card (processed through Stripe), ACH transfer, wire transfer, or check. Late payments may accrue interest at the rate of 1.5% per month. You are responsible for all applicable taxes associated with your use of the Services.

Payment of Fees. Customer is responsible for fees incurred by its account, at the rates specified, unless otherwise agreed by the parties. Adapt may require prepayment for the Services in the form of credits or offer other types of credits, all of which are subject to these Terms. Adapt may update the published rates; to be effective the earlier of 30 days after the updates are posted by Adapt or Customer otherwise receives Notice.

Taxes. Fees do not include any taxes, duties, or assessments that may be owed by Customer for use of the Services ("Taxes"), unless otherwise specified in the applicable invoice. Customer is responsible for remitting any necessary withholding Taxes to the relevant authority on a timely basis and providing Adapt with evidence of the same upon request. Where law provides for the reduction or elimination of withholding taxes, including via tax treaty, the parties will collaborate in good faith to do so. For clarity, Customer must pay Adapt the amount ("Gross-up Payment") that will ensure that Adapt receives the same total amount that it would have received if no such withholding or reduction by Customer had been required (taking into account any and all applicable Taxes (including any Taxes imposed on the Gross-up Payment)).

Billing. Failure to pay Adapt all amounts owed when due may result in suspension or termination of Customer’s access to the Services. Adapt reserves any other rights of collection it may have. If you purchase access to our Services or features of our Services, you must provide complete and accurate billing information (“Payment Method”). You agree that we may charge the Payment Method for any applicable fees listed on our Services and any applicable tax. If the fees for these Services or features are specified to be recurring or based on usage, you agree that we may charge these fees and applicable taxes to the Payment Method on a periodic basis.

If you purchase access to our Services through a distributor (e.g. an app store) (“App Distributor”), then you will make payment to the App Distributor, and the App Distributor’s terms in relation to payment methods, billing, and refunds will apply instead of these Terms.

Except as expressly provided in these Terms or where required by law, all payments are non-refundable. Please check your order carefully before confirming it and see below for additional information about recurring charges for our subscriptions.

Additional fees. We may increase fees for our Services. If we charge additional fees in connection with our Services, we will give you an opportunity to review and accept the additional fees before you are charged. Also, additional fees may apply for additional Services or features of the Services that we may make available. If you do not accept any such additional fees, we may discontinue your access to the Services or features.

You agree that we will not be held liable for any errors caused by third-party payment processors used to process fees paid by you to us.

Subscriptions. Certain Services may be offered by Adapt to Customers as subscription services (a “Subscription”). To purchase a Subscription Customers must create an Account and then follow additional subscription procedures (if any). When you sign up for a Subscription, you agree to these additional Terms:

• Subscription content, features, and services. The content, features, and other services provided as part of your Subscription, and the duration of your Subscription, will be described in the order process. We may change the content, features, and other services from time to time, and we do not guarantee that any particular piece of content, feature, or other service will always be available through the Services.

• Subscription term and automatic renewal. If you sign up for a paid Subscription, we or the App Distributor will automatically charge your Payment Method on each agreed-upon periodic renewal date until you cancel. If your Subscription has a minimum term (the “Initial Term”), we will let you know during the order process. Your Subscription will last for the Initial Term and will automatically renew, and your Payment Method will be charged, at the end of the Initial Term for an additional term equal in duration to the Initial Term and will continue to renew and incur charges for additional terms equal in duration to the Initial Term (each such additional term, a “Renewal Term”) until you cancel.

• Subscription cancellation. If you subscribed via our website, you may cancel your Subscription for any reason by using a method we may provide to you through our products or by notifying us at support@adapt.com. If you subscribed via an app, you’ll need to cancel via the App Distributor according to the App Distributor’s terms. To avoid renewal and charges for the next Renewal Term, cancel your subscription at least 24 hours before the last day of the Initial Term or any Renewal Term. For example, if you subscribe on January 25th for a Subscription with a one-month Initial Term, you must cancel the Subscription per the instructions by February 23rd (24 hours before February 24th) to avoid renewal and charges for the next Renewal Term. In the event of a cancellation, your fees will not be refunded, but your access to the Services will continue through the end of the Initial Term or any Renewal Term for which you previously paid fees.

• Additional cancellation rights. If you are a resident of Brazil, Mexico, South Korea, or Taiwan, you have a legal right to change your mind and cancel the Subscription within 7 days of entering into the Subscription without giving a reason. To exercise the right to cancel in the 7-day cancellation period, you must inform us of your decision to cancel the Subscription by making a clear statement to us of such decision before the cancellation period has expired. If you cancel the Subscription under this subsection, we will reimburse you all payments received from you for the cancelled Subscription. We will make the reimbursement without undue delay, and not later than 14 days after the day on which we are informed about your decision to cancel the Subscription. We will make the reimbursement using the same means of payment as you used for the initial transaction; you will not incur any fees as a result of the reimbursement. If you would like to use the Services during the 7-day cancellation period, you may do so. If you have used the Services during the 7-day cancellation period, and wish to cancel the Subscription, you can still do so by following the process in the Subscription cancellation section above, but we may retain an amount which is in proportion to what has been provided until you have communicated to us your withdrawal from these Terms, in comparison with the full coverage of the Subscription. The 7-day cancellation period will not reset if you change subscription tiers or cancel and then resubscribe, as you have already had an opportunity to test the Services.

• Subscription fees. You will pay the fees, either to us or to the App Distributor, for the Initial Term and each subsequent Renewal Term up front, at the start of that Initial Term or Renewal Term, as applicable. We have the right to make changes to the fees applicable to your Subscription from time to time, although we will not make any change to the fees applicable to your Subscription during the current Initial Term or Renewal Term, as applicable. If these changes result in an increase in the fees payable by you, we will inform you at least 30 days in advance of the change. You agree to the increase in fees payable by you unless you cancel the Subscription, as described in the paragraph (Subscription cancellation) immediately above, before the Renewal Term to which the increase in fees will apply.

7. Term, Suspension and Termination

Term. These Terms start on the Effective Date and continue until terminated (the “Term”).

Termination. Either party may terminate these Terms with 30 days' written notice. Adapt may terminate immediately if you materially breach these Terms, violate applicable laws, or pose a security threat to the Services. Upon termination, your right to access the Services ceases immediately. Prepaid fees are non-refundable except as required by applicable law.

Adapt may also terminate these Terms immediately with Notice if Adapt reasonably believes or determines that Adapt’s provision of the Services to Customer is prohibited by applicable law.

Suspension. Adapt may suspend Customer’s access to any portion or all of the Services if: (a) Adapt reasonably believes or determines that (i) there is a risk to or attack on any of the Services; (ii) Customer or any User is using the Services in violation of these Terms or our Usage Policy; or (iii) Adapt’s provision of the Services to Customer is prohibited by applicable law or would result in a material increase in the cost of providing the Services; or (b) any vendor suspends or terminates Adapt’s use of any third-party services or products required to enable Customer to access the Services (each, a “Service Suspension”).Adapt will use reasonable efforts to provide written notice of any Service Suspension to Customer, and resume providing access to the Services, as soon as reasonably possible after the event giving rise to the Service Suspension is cured, where curable. Adapt will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer may incur because of a Service Suspension.

Effect of Termination. Upon termination, Customer may no longer access the Services. The following provisions will survive termination or expiration of these Terms: (a) Confidentiality, Publicity, Payment and Fees, Indemnification, Disclaimer of Warranties, Limits on Liability, Dispute Resolution, Ownership, and General Terms; and (b) any provision or condition that must survive to fulfill its essential purpose.

8. Content Moderation

Third-Party Content is the responsibility of the person or entity that provides it to our Services. Adapt is under no obligation to host or serve Third-Party Content. Third-Party Content may appear in Inputs or Outputs and become part of Materials. If you see any Third-Party Content you believe does not comply with these Terms, including by violating the Usage Policy or the law, you can report it to us.

If we become aware that any Third-Party Content (1) infringes another’s copyright or any other intellectual property or related or neighboring right, (2) is in breach of these Terms or our Usage Policy, or (3) may cause harm to Adapt, our users, or third parties, we reserve the right to remove or take down some or all of such Third-Party Content using, where appropriate, algorithmic and human review.

9. Software

We may offer manual or automatic updates to our software including our apps (“Adapt Software”), without advance notice to you. Adapt Software may include open-source software. In the event of any conflict between these Terms and any other Adapt or third-party terms applicable to any portion of Adapt Software, such as open-source license terms, such other terms will control as to that portion of the Adapt Software and to the extent of the conflict.

10. Ownership of the Services

The Services are owned, operated, and provided by us and our affiliates, licensors, distributors, and service providers (collectively “Providers”). We and our Providers retain all of our respective rights, title, and interest, including intellectual property rights, in and to the Services. Other than the rights of access and use expressly granted in our Terms, our Terms do not grant you any right, title, or interest in or to our Services. Nothing in these Terms transfers ownership of any intellectual property from Adapt to you.

11. Warranties, Limitations of Liability, and Indemnity

Each party represents and warrants that (a) it is authorized to enter into these Terms; and (b) entering into and performing these Terms will not violate any of its corporate rules, if applicable. Customer further represents and warrants that it has all rights and permissions required to submit Inputs to the Services. The parties agree that they have entered into these Terms in reliance on the terms of this Section 11 (Limitations of Liability) and those terms form an essential basis of the bargain between the parties. To the extent covered by this Section indemnification is each party’s sole and exclusive remedy under these Terms for any Third-Party claims.

Adapt warrants that the Services will perform substantially in accordance with the applicable documentation. The Services generate insights using artificial intelligence, and outputs are probabilistic in nature. You acknowledge that AI-generated insights should be used as one factor in decision-making, should be independently validated, and that Adapt has no liability for such outputs or your use of such outputs and insights in decision-making.

Claims Against Customer. Adapt will defend Customer and its personnel, successors, and assigns from and against any Customer Claim (as defined below) and indemnify them for any judgment that a court of competent jurisdiction grants a third party on such Customer Claim or that an arbitrator awards a third party under any Adapt-approved settlement of such Customer Claim. "Customer Claim" means a third-party claim, suit, or proceeding alleging that Customer’s paid use of the Services in accordance with these Terms or Outputs generated through such authorized use violates any third-party intellectual property right.

Claims Against Adapt. Customer agrees to indemnify, defend, and hold harmless Adapt from any claims, damages, or expenses arising from: your Customer Data; your violation of these Terms; or your use of the Services in violation of applicable law. Customer will defend Adapt and its personnel, successors, and assigns from and against any Adapt Claim (as defined below) and indemnify them for any judgment that a court of competent jurisdiction grants a third party on such Adapt Claim or that an arbitrator awards a third party under any Customer-approved settlement of such Adapt Claim. “Adapt Claim” means any third-party claim, suit, or proceeding related to Customer’s or its Users’ (a) Inputs or other data provided by Customer, or (b) use of the Services in violation of the Usage Policy, the Service Specific Terms, or Section 1 (Use Restrictions). Adapt Claims and Customer Claims are each a “Claim”, as applicable.

Exclusions. Neither party’s defense or indemnification obligations will apply to the extent the underlying allegation arises from the indemnified party’s fraud, willful misconduct, violations of law, or breach of the Agreement. Additionally, Adapt’s defense and indemnification obligations will not apply to the extent the Customer Claim arises from: (a) modifications made by Customer to the Services or Outputs; (b) the combination of the Services or Outputs with technology or content not provided by Adapt; (c) Inputs or other data provided by Customer; (d) use of the Services or Outputs in a manner that Customer knows or reasonably should know violates or infringes the rights of others; (e) the practice of a patented invention contained in an Output; or (f) an alleged violation of trademark based on use of an Output in trade or commerce.

Process. The indemnified party must promptly notify the indemnifying party of the relevant Claim and will reasonably cooperate in the defense. The indemnifying party will retain the right to control the defense of any such Claim, including the selection of counsel, the strategy and course of any litigation or appeals, and any negotiations or settlement or compromise, except that the indemnified party will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to an ongoing affirmative obligation. The indemnifying party’s obligations will be excused if either of the following materially prejudices the defense: (a) failure of the indemnified party to provide prompt notice of the Claim; or (b) failure to reasonably cooperate in the defense.

YOUR USE OF THE SERVICES, MATERIALS, AND ACTIONS IS SOLELY AT YOUR OWN RISK. THE SERVICES, OUTPUTS, AND ACTIONS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE AND OUR PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, ACCURACY, AVAILABILITY, RELIABILITY, SECURITY, PRIVACY, COMPATIBILITY, NON-INFRINGEMENT, AND ANY WARRANTY IMPLIED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL WE, OUR PROVIDERS, OR OUR OR THEIR RESPECTIVE AFFILIATES, INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS OR ASSIGNS (COLLECTIVELY, THE “ADAPT PARTIES”), BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES, THE MATERIALS, THE ACTIONS, OR THESE TERMS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY, EVEN IF ANY ADAPT PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, AND EVEN IF THE DAMAGES ARE FORESEEABLE.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE ADAPT PARTIES’ TOTAL AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES, THE MATERIALS, THE ACTIONS, OR THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID TO US FOR ACCESS TO OR USE OF THE SERVICES (IF ANY) IN THE SIX MONTHS PRECEDING THE DATE SUCH DAMAGES, LOSSES, AND CAUSES OF ACTION FIRST AROSE, AND $100. THE FOREGOING LIMITATIONS ARE ESSENTIAL TO THESE TERMS, AND WE WOULD NOT OFFER THE SERVICES TO YOU UNDER THESE TERMS WITHOUT THESE LIMITATIONS.

YOU AGREE TO INDEMNIFY AND HOLD HARMLESS THE ADAPT PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, DAMAGES, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS), AND OTHER LOSSES ARISING OUT OF OR RELATED TO YOUR BREACH OR ALLEGED BREACH OF THESE TERMS; YOUR ACCESS TO, USE OF, OR ALLEGED USE OF THE SERVICES, THE MATERIALS, OR THE ACTIONS; YOUR FEEDBACK; ANY PRODUCTS OR SERVICES THAT YOU DEVELOP, OFFER, OR OTHERWISE MAKE AVAILABLE USING OR OTHERWISE IN CONNECTION WITH THE SERVICES; YOUR VIOLATION OF APPLICABLE LAW OR ANY THIRD-PARTY RIGHT; AND ANY ACTUAL OR ALLEGED FRAUD, INTENTIONAL MISCONDUCT, GROSS NEGLIGENCE, OR CRIMINAL ACTS COMMITTED BY YOU OR YOUR EMPLOYEES OR AGENTS. WE RESERVE THE RIGHT TO ENGAGE SEPARATE COUNSEL AND PARTICIPATE IN OR ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU HEREUNDER, IN WHICH CASE YOU AGREE TO COOPERATE WITH US AND SUCH SEPARATE COUNSEL AS WE REASONABLY REQUEST.

THE LAWS OF SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OR CERTAIN TYPES OF DAMAGES, SO SOME OR ALL OF THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS MAY NOT APPLY TO YOU.

OUR PROVIDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION 11.

12. General terms

Changes to the Services. Our Services are novel and will change. We may sometimes add or remove features, increase or decrease capacity limits, offer new Services, or stop offering certain Services.

Unless we specifically agree otherwise in a separate agreement with you, we reserve the right to modify, suspend, or discontinue the Services or your access to the Services, in whole or in part, at any time without notice to you. Although we will strive to provide you with reasonable advance notice if we stop offering a Service, there may be urgent situations—such as preventing abuse, responding to legal requirements, or addressing security and operability issues—where providing advance notice is not feasible. We will not be liable for any change to or any suspension or discontinuation of the Services or your access to them.

Changes to these terms. We may revise and update these Terms at our discretion. Some examples of times we may update these Terms include (1) to reflect changes in our Services, like when we add or remove features or services, or update our pricing, (2) for security or legal reasons, or (3) to promote safety or prevent abuse. If you continue to access the Services after we post the updated Terms on Adapt’s website or otherwise give you notice of Terms changes, then you agree to the updated Terms. If you do not accept the updated Terms, you must stop using our Services.

Supplemental terms. We may offer Services or features that we believe require service-specific terms or guidelines. When using our Services, you agree to comply with any applicable guidelines, rules, or supplemental terms that may be posted on the Services from time to time (“Supplemental Terms”). If these Terms conflict with Supplemental Terms, the Supplemental Terms will govern for the applicable Service.

Entire agreement. These Terms and any other terms expressly incorporated by reference form the entire agreement between you and us regarding the subject matter of our Terms.

Termination. You may stop accessing the Services at any time. We may suspend or terminate your access to the Services (including any Subscriptions) at any time without notice to you if we believe that you have breached these Terms, or if we must do so in order to comply with law. If we terminate your access to the Services due to a violation of these Terms and you have a Subscription, you will not be entitled to any refund. In addition, if you have a Subscription, we may terminate the Subscription at any time for any other reason. If we exercise this right and you purchased the subscription via our website, we will refund you, on a pro rata basis, the fees you paid for the remaining portion of your Subscription after termination. Any refunds for Subscriptions purchased via an App Distributor are subject to the App Distributor’s terms and not these terms.

We may also terminate your Account if you have been inactive for over a year and you do not have a paid Account. If we terminate your Account due to inactivity, we will provide you with notice before doing so.

Upon termination of these Terms, a Subscription, or your access to the Services, we may at our option delete any Materials or other data associated with your Account. Sections 6 (with respect to fees outstanding as of such expiration or termination) and 9 – 12 will survive any expiration or termination of our Terms or a Subscription.

Use of our brand. You may not, without our prior written permission, use our name, logos, or other trademarks in connection with products or services other than the Services, or in any other way that implies our affiliation, endorsement, or sponsorship. To seek permission, please email us at marketing@adapt.com.

Legal Compliance. We may comply with governmental, court, and law enforcement requests or requirements relating to provision or use of the Services, or to information provided to or collected under our Terms. We reserve the right, at our sole discretion, to report information from or about you, including but not limited to Inputs, Outputs, or Actions to law enforcement.

U.S. Government Use. The Services were developed solely at private expense and are commercial computer software and commercial computer software documentation within the meaning of the applicable Federal Acquisition Regulations and their agency supplements. Accordingly, U.S. Government users of the Services will have only those rights that are granted to all other end users of the Services pursuant to these Terms.

Notices. All notices, demands, waivers, and other communications under these Terms (each, a "Notice") must be in writing. Except for notices related to demands to arbitrate or where equitable relief is sought, any Notices provided under these Terms may be delivered electronically to the address provided to Adapt if to Customer; and to notices@adapt.com if to Adapt. Notice is effective only: (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with all requirements of this Section 12 (Notices).

Electronic Communications. Customer agrees to receive electronic communications from Adapt based on Customer’s use of the Services and related to these Terms. Except where prohibited by applicable law, electronic communications may be sent via email, through the Services or Customer’s management dashboard, or posted on Adapt’s website. Adapt may also provide electronic communications via text or SMS about Customer’s use of the Services or as Customer otherwise requests from Adapt. If Customer wishes to stop receiving such messages, Customer may request it from Adapt or respond to any such texts with “STOP”.

Amendment and Modification. Adapt may update these Terms at any time, to be effective 30 days after the updates are posted by Adapt or Customer otherwise receives Notice, except that updates made in response to changes to law or regulation take effect immediately upon posting or Notice. Changes will not apply retroactively. No other amendment to or modification of these Terms is effective unless it is in writing and signed by both parties. Failure to exercise or delay in exercising any rights or remedies arising from these Terms does not and will not be construed as a waiver; and no single or partial exercise of any right or remedy will preclude future exercise of such right or remedy.

Assignment and Delegation. Neither party may assign its rights or delegate its obligations under these Terms without the other party’s prior written consent, except that Adapt may assign its rights and delegate its obligations to an affiliate or as part of a sale of all or substantially all its business. Any purported assignment or delegation is null and void except as permitted above. No permitted assignment or delegation will relieve the contracting party or assignees of their obligations under these Terms. These Terms will bind and inure to the benefit of the parties and their respective permitted successors and assigns.

Severability. If a provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will neither affect any other term or provision of these Terms nor invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties will negotiate in good faith to modify these Terms to reflect the parties’ original intent as closely as possible.

Interpretation. These Terms will be construed mutually, with neither party considered the drafter. Document and section titles are provided for convenience and will not be interpreted. The phrases “for example” or “including” or “or” are not limiting.

Export and Sanctions. Customer may not export or provide access to the Services to persons or entities or into countries or for uses where it is prohibited under U.S. or other applicable international law. Without limiting the foregoing sentence, this restriction applies (a) to countries where export from the US or into such country would be prohibited or illegal without first obtaining the appropriate license, and (b) to persons, entities, or countries covered by U.S. sanctions.

Integration. These Terms (including the Usage Policy, Privacy Policy, Data Processing Addendum and other documents or terms that are incorporated by reference by these Terms) constitute the parties’ entire understanding as to the Services’ provision and use. These Terms supersede all other understandings or agreements between the parties regarding the Services.

Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

Marketplaces Generally. Adapt offers certain Services through cloud service platforms or other marketplaces (“Marketplace Platforms”) provided by third parties (“Marketplace Providers”). Customer acknowledges and agrees that Adapt is not responsible for Marketplace Platforms or any other services Customer receives from Marketplace Providers, and that changes to Marketplace Platforms or other Marketplace Provider services may materially impact Customer’s use of the Services on such Marketplace Platforms. Customer may only use the Services in compliance with applicable Marketplace Provider policies and agreements it has with the applicable Marketplace Provider.

Content on Cloud Platforms. Adapt offers certain Services through certain Marketplace Platforms that are managed and hosted (“Hosted Services”) by the applicable Marketplace Provider (“Cloud Platforms”). The technology provided by Adapt to enable access to the Hosted Services does not give Adapt access to any Customer instance within the applicable Cloud Platforms, including Customer Content they contain.

Fees. Customer must pay all applicable fees and taxes related to use of the Services via Marketplace Platforms to the applicable Marketplace Provider at Adapt’s then-current rates, unless otherwise agreed by the parties. Updates to the rates are effective the earlier of 30 days after the updates are posted by the applicable Marketplace Provider or Adapt, or Customer otherwise receives Notice.

13. Dispute Resolution, Arbitration, and Jury Trial and Class Action Waiver

Disputes. In the event of a dispute, claim or controversy relating to these Terms (“Dispute”), the parties will first attempt in good faith to informally resolve the matter. The party raising the Dispute must notify the other party (“Dispute Notice”). The other party will respond to the Dispute Notice in a timely manner. If the parties have not resolved the dispute within 45 days of delivery of the Dispute Notice, either party may seek to resolve the dispute through arbitration as stated in Section 13 (Arbitration).

Arbitration. Any Dispute will be determined in English by final, binding arbitration. Judgment on any award issued through the arbitration process in this Section (Arbitration) may be entered in any court having jurisdiction.

EACH PARTY AGREES THEY WAIVE THE RIGHT TO A TRIAL BY JURY, AND THAT THEY WAIVE THE RIGHT TO JOIN AND PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER THE LAW IN CONNECTION WITH THESE TERMS.

For all Individual and Commercial Customers residing anywhere, including in the EEA, Switzerland or UK, Disputes will be determined by a sole arbitrator in Austin, Texas pursuant to the Comprehensive Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”).

Equitable Relief. This Section 13 (Dispute Resolution) does not limit either party from seeking equitable relief. You agree that (a) no adequate remedy exists at law if you breach the Terms related to Confidentiality and those related to Use of Adapt’s Services; (b) it would be difficult to determine the damages resulting from such breach, and any such breach would cause irreparable harm; and (c) a grant of injunctive relief provides the best remedy for any such breach. You waive any opposition to such injunctive relief, as well as any demand that we prove actual damage or post a bond or other security in connection with such injunctive relief.

Governing law and exclusive jurisdiction. Our Terms will be governed by, and construed and interpreted in accordance with, the laws of the State of Texas without giving effect to conflict of law principles. You and Adapt agree that any disputes arising out of or relating to these Terms will be resolved exclusively in Austin, Texas (including, if necessary, in the State and Federal Courts located there), and you and Adapt submit to the personal and exclusive jurisdiction of those courts. By accessing our Services, you waive any claims that may arise under the laws of other jurisdictions.

Contact Information

For questions about these Terms, please contact us at:

Adapt.com, Inc.

support@adapt.com