Terms of Service

These Terms of Service ("Terms") govern your use of the Adapt platform and services provided by Adapt.com, Inc., a Texas corporation ("Adapt," "we," "us," or "our"). By accessing or using our Services, you agree to be bound by these Terms.

1. Definitions

"Services" means Adapt's AI-powered business analysis and decision support platform, including our SaaS platform, APIs, and related services.

"Customer" or "you" means the individual or entity using our Services.

"Customer Data" means any data, content, or information submitted, uploaded, or made available to Adapt through the Services.

"Documentation" means Adapt's user guides, API documentation, and other materials provided by Adapt.

2. Service Description

Adapt provides AI-powered business analysis and decision support services through:

• A software-as-a-service (SaaS) platform
• Application programming interfaces (APIs)
• Data analysis and insights generation
• Integration capabilities with third-party services

3. Account and Access

3.1 Account Registration

You must provide accurate, current, and complete information during registration and maintain the security of your account credentials.

3.2 Authorized Users

You are responsible for all activities under your account and for ensuring that authorized users comply with these Terms.

3.3 Access Rights

We grant you a non-exclusive, non-transferable right to access and use the Services during the term of these Terms, subject to your compliance with all terms and conditions.

4. Acceptable Use

4.1 Permitted Use

You may use the Services for legitimate business purposes in accordance with the Documentation and applicable laws.

4.2 Prohibited Activities

You may not:

• Use the Services for unlawful purposes or in violation of any applicable laws
• Attempt to gain unauthorized access to our systems or other users' accounts
• Interfere with or disrupt the Services or servers
• Use the Services to transmit malicious code, viruses, or harmful content
• Reverse engineer, decompile, or attempt to extract source code
• Use the Services in a way that violates third-party rights
• Share your account credentials with unauthorized parties

5. Customer Data

5.1 Ownership and License

You retain all rights, title, and interest in your Customer Data. By submitting Customer Data to the Services, you grant Adapt a limited, non-exclusive, worldwide, royalty-free license to use, store, transmit, and process such data solely to provide, maintain, and improve the Services, including AI analysis, and as otherwise required by law.

5.2 Data Accuracy and Compliance

You represent and warrant that:

You have all rights necessary to provide Customer Data to Adapt;

Your Customer Data does not infringe or violate third-party rights; and

Customer Data complies with applicable laws, including data protection and export control laws.

5.3 Data Processing

Adapt will process Customer Data in accordance with our Privacy Policy and applicable law, applying reasonable administrative, physical, and technical safeguards consistent with industry standards (e.g., SOC 2).

6. Pricing and payment

6.1 Pricing Models

Services are available under:

• Prepaid commitment pricing
• Usage-based pricing
• Custom enterprise arrangements

6.2 Payment Methods

We accept payment via:

• Credit card
• ACH/Wire transfer
• Check
• Stripe payment processing

6.3 Payment Terms

• Fees are due as specified in your order or invoice
• Usage-based charges are billed monthly in arrears
• Prepaid commitments are due in advance
• Late payments may incur interest charges of 1.5% per month, or the maximum rate permitted by law, whichever is lower, from the due date until payment is received

6.4 Taxes

You are responsible for all applicable taxes, except taxes based on Adapt's net income.

7. Intellectual Property

7.1 Adapt IP

Adapt retains all rights, title, and interest in the Services, Documentation, and any improvements or derivatives thereof.

7.2 Customer IP

Customer retains all rights to Customer Data, subject to the license granted to Adapt under these Terms.

7.3 Feedback

Any feedback, suggestions, or improvements you provide may be used by Adapt without obligation or compensation.

8. Third-Party Integrations

8.1 Third-Party Services

The Services may integrate with or access third-party services. Your use of such services is subject to their respective terms and conditions.

8.2 No Endorsement

Adapt does not endorse third-party services and is not responsible for their availability, functionality, or security.

9. Warranties and Disclaimers

9.1 Service Warranty

Adapt warrants that the Services will perform substantially in accordance with the Documentation.

9.2 AI Limitations and Business Decisions

You acknowledge that:

• AI-generated insights are probabilistic and should be independently validated;
• Adapt is not responsible for decisions made or actions taken based on these insights; and
• The Services are provided “as is” except as expressly stated.

9.3 Disclaimer of Other Warranties

Except as expressly stated in these Terms, the Services are provided “as is” and “as available.” Adapt makes no additional warranties of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or arising from the course of dealing or usage of trade.

10. Limitation of Liability

To the maximum extent permitted by applicable law:

• Aggregate Cap: Adapt’s total liability for all claims arising out of or relating to these Terms will not exceed the amounts actually paid by you to Adapt for the Services during the twelve (12) months immediately preceding the event giving rise to the claim.
• Excluded Damages: Adapt will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost data, or business interruption, even if Adapt was advised of the possibility of such damages.
• Exceptions: The limitations in this Section do not apply to liability resulting from (i) gross negligence or willful misconduct, or (ii) breach of confidentiality or infringement/misappropriation of intellectual property rights.

11. Indemnification

You will indemnify and hold harmless Adapt from claims arising from:

• Your use of the Services
• Your violation of these Terms
• Your violation of applicable laws
• Your Customer Data

12. Confidentiality

12.1 Confidential Information

“Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential.

12.2 Obligations

Each party will:

• Protect Confidential Information of the other party using the same standard of care it uses to protect its own confidential information, but no less than reasonable care;
• Use Confidential Information only to perform obligations under these Terms; and
• Not disclose Confidential Information to any third party except to employees, contractors, or advisors who need to know and are bound by confidentiality obligations.

12.3 Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available without breach of these Terms;
• Is independently developed without reference to Confidential Information; or
• Is required to be disclosed by law, regulation, or court order (provided prompt notice is given to allow protective measures).

13. Terms and Termination

13.1 Term

These Terms remain in effect until terminated by either party.

13.2 Termination

• Either party may terminate these Terms with 30 days’ written notice.
• Adapt may terminate immediately if you materially breach these Terms, violate law, misuse the Services, or jeopardize system security.
• Prepaid fees are non-refundable unless otherwise specified.

13.3 Effect of Termination

Upon termination:

• Your access to the Services will cease;
• You remain liable for all unpaid fees;
• Sections 5 (Customer Data), 7 (IP), 9–12 (Warranties, Liability, Indemnification, Confidentiality), and 18 (General) survive termination.

14. Force Majeure

14.1 Term

Neither party will be liable for any delay or failure to perform its obligations under these Terms due to events beyond its reasonable control, including but not limited to:

• Acts of God, natural disasters, floods, earthquakes, or extreme weather;
• War, terrorism, riots, or civil unrest;
• Governmental actions or orders;
• Internet or telecommunication outages;
• Labor disputes or strikes; or
• Any other event beyond the reasonable control of the affected party.

The affected party must notify the other promptly and use commercially reasonable efforts to resume performance as soon as possible.

15. Service Availability and Maintenance

15.1 Availability

Adapt will use commercially reasonable efforts to provide the Services on a 24/7 basis. However, the Services may be unavailable due to scheduled maintenance, emergency maintenance, upgrades, or technical issues.

15.2 Maintenance Notifications

Scheduled maintenance will be communicated in advance where practicable. Adapt will make reasonable efforts to minimize disruption during maintenance periods.

15.3 No Guaranteed Uptime

Except as expressly set forth in any separate Service Level Agreement (SLA), Adapt does not guarantee uninterrupted or error-free access to the Services. You acknowledge and accept that occasional downtime may occur.

16. Security And Data Protection disclaimer

16.1 Term

While Adapt implements reasonable and industry-standard administrative, physical, and technical safeguards, no security system is completely infallible. You acknowledge that:

Adapt cannot guarantee the absolute security of your Customer Data;

You are responsible for maintaining the confidentiality of your account credentials; and

Adapt is not liable for unauthorized access resulting from compromised credentials or user negligence.

17. Arbitration and class action waiver

17.1 Binding Arbitration.

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services, including the validity, interpretation, or enforceability of this arbitration provision, shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The seat of arbitration shall be [Texas], and the language of arbitration shall be English. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

17.2 Individual Proceedings Only.

You and Adapt agree that arbitration will be conducted only in your individual capacities and not as a class, consolidated, collective, or representative proceeding. The arbitrator shall have no authority to consider or resolve any claim or issue on a class, collective, consolidated, or representative basis.

17.3 Waiver of Jury Trial and Class Actions.

By agreeing to these Terms, you and Adapt waive any constitutional and statutory rights to a trial before a judge or jury, and you also waive the right to participate in a class action, class arbitration, or other representative proceeding.

17.4 Opt-Out.

You may opt out of this arbitration provision by sending written notice to Adapt at [address/email] within thirty (30) days of first accepting these Terms. If you opt out, both you and Adapt retain the right to pursue disputes in court subject to Section 18.1 (Governing Law).

18. General Provisions

18.1 Governing Law

These Terms are governed by Texas law, without regard to conflicts of law principles.

18.2 Modifications

Adapt may update these Terms with at least 30 days’ notice via email or in-product notification. Material changes will not apply retroactively. Your continued use of the Services after the effective date constitutes acceptance.

18.3 Severability

If any provision is unenforceable, the remaining provisions remain in full force.

18.4 Entire Agreement

These Terms, together with the Privacy Policy and any order forms, constitute the entire agreement.