Terms of Use

Last updated: October [18], 2023

These Terms of Use apply when you use the services of Adept AI Labs Inc. (“Adept”), including our software, tools, data, documentation, and websites (“Services”). By using our Services, you agree to these Terms. Our Privacy Policy explains how we collect and use personal information.

Note that Adept is offering these Services on an alpha, preview, early access, or beta basis (“Beta Services”). Adept hereby emphasizes that Beta Services are offered “as-is” to allow testing and evaluation and are excluded from any indemnification obligations Adept may have to you.

Adept makes no representations or warranties for Beta Services, including any warranty that Beta Services will be generally available, uninterrupted or error-free, or that Content will be secure or not lost or damaged. Except to the extent prohibited by law, Adept expressly disclaims all warranties for Beta Services, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade.

Registration and Access

You must be at least 13 years old to use the Services. If you are under 18 you must have your parent or legal guardian’s permission to use the Services. If you use the Services on behalf of another person or entity, you must have the authority to accept the Terms on their behalf. You must provide accurate and complete information to register for an account. You may not make your access credentials or account available to others outside your organization, and you are responsible for all activities that occur using your credentials.

Usage

(a) Use of Services. You may access, and we grant you a non-exclusive right to use, the Services in accordance with these Terms. You will comply with these Terms and all applicable laws when using the Services. We and our affiliates own all rights, title, and interest in and to the Services, and we reserve all rights not expressly granted to you pursuant to these Terms.

(b) Modifications. Adept may modify or update the Service from time to time. Adept will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you, any of your authorized employees and personnel who are authorized to access Services, or any other third party may incur as a result of modifications to the Services.

(c) Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements. If you provide any of these things, we may use it without restriction or compensation to you.

(d) Restrictions. You may not (i) use the Services in a way that infringes, misappropriates or violates any person’s rights; (ii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services (except to the extent such restrictions are contrary to applicable law); (iii) use the Services to build a competitive product or service, or copy any features or functions of the Services; (iv) use any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or web data extraction; (v) represent that output from the Services was human-generated when it is not; (vi) send us any personal information of children under 13 or the applicable age of digital consent (if Adept learns it has collected personal information from anyone under 13 or the applicable age of digital consent, Adept will delete that information); (vii) modify, disclose, alter, translate, or create derivative works of the Services (or any components thereof), (viii) sublicense, resell, distribute, lease, rent, lend, transfer, assign, or otherwise dispose of the Services (or any components thereof). Furthermore, you agree not to transmit any inappropriate content on the Services including, but not limited to, libelous, defamatory, obscene, pornographic, abusive, or threatening content; content that advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; content that is misleading or not true; or advertise or otherwise solicits funds for goods or services. Adept may remove such content from Adept’s servers, and Adept may suspend or revoke your access to the Services. Adept reserves the right to investigate, and seek applicable remedies for, violations of applicable law to the fullest extent of the law. You may use Services only in geographies currently supported by Adept.

(e) Third-Party Services and Intellectual Property Rights. Any third-party software, services, or other products you use in connection with the Services are subject to their own terms, and we are not responsible for third-party products. Although you may provide information and content to Adept as part of your use of the Services, you agree to be respectful of others’ intellectual property rights. You may not upload, transmit, or otherwise distribute any information or content in violation of intellectual property laws or proprietary rights of any third-parties. If you do not respect a third-party’s intellectual property or proprietary rights, you are solely responsible for any violations of law. In addition, you are solely responsible for infringement of third-party rights caused by any information that is generated or submitted through your use of the Services. Adept reserves the right to suspend and/or revoke access to the Services for any user who is found to have infringed on the intellectual property rights of third-parties, or otherwise is found to have violated any intellectual property laws.
Data

(a) Ownership and Use of Your Data. All User Data (as defined below), including any User Data that you input into the Services or that is generated through your use of the Services, shall belong to you, provided that Adept shall have the right to access, use, and process such User Data to provide the Services and as set forth in these Terms. You hereby grant Adept and its affiliates an unlimited, perpetual, and irrevocable license to use User Data for the purpose of improving the Services, to understand and analyze trends across Adept’s users, for debugging the Services, and for similar such purposes, provided that Adept will not use User Data to directly train our production models unless it has been anonymized and can no longer reasonably be used to identify individuals. You hereby acknowledge and agree that you are solely responsible for any and all User Data that you input into the Services, including such User Data’s legality, reliability, and appropriateness. As used herein, “User Data” means data uploaded by you or resulting from your use of the Services, including Personal Data, Employee Personal Data, and Third-Party Personal Data (as such terms are defined below).

(b) Data Processing Agreement. To the extent that User Data includes personal data subject to applicable data protection laws, including the EU General Data Protection Regulation and the California Consumer Privacy Act, the terms of the Data Processing Agreement available at https://oag.ca.gov/privacy/ccpa (the “DPA”) shall govern the processing of such data. The parties agree that Adept may amend the terms of the DPA from time to time to the extent that Adept reasonably determines that such amendment is necessary to comply with applicable data protection laws. The latest posted version of the DPA shall govern the processing of personal data subject to applicable data protection laws.

(c) Employee and Third-Party Data. You acknowledge that, as part of your use of the Services, you may transmit your own personal data (“Personal Data”) or the personal data of employees (“Employee Personal Data”) and/or personal data of third-parties (“Third-Party Personal Data”). To the extent you transmit or input any Personal Data, Employee Personal Data, or Third-Party Personal Data through or into the Services, you represent and warrant that you have obtained all legally required consent to capture, collect, display, input, share and transmit such Personal Data, Employee Personal Data and/or Third-Party Personal Data into and through the Services. The Services are not tailored to comply with industry-specific regulations such as Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc., so if your interactions would be subjected to such laws, you may not use the Services.

(c) Accuracy. Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve our Services to make them more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, use of our Services may in some situations result in inaccurate or undesirable output. You should evaluate the accuracy of any output as appropriate for your use case, including by using human review of the output.

(d) DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about any material on the Service, you may contact our Designated Agent at the following address: Adept, Attn: Legal Department, 660 Alabama St, Ste 3, San Francisco, CA 94110.
Confidentiality, Security and Data Protection

(a) Confidentiality. You may be given access to Confidential Information of Adept, its affiliates and other third parties. You may use Confidential Information only as needed to use the Services as permitted under these Terms. You may not disclose Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. Confidential Information means nonpublic information that Adept or its affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other nonpublic business information. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of yours; (ii) you already possess without any confidentiality obligations when you received it under these Terms; (iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using Confidential Information. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to Adept and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.

(b) Security. You must implement reasonable and appropriate measures designed to help secure your access to and use of the Services. If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly contact Adept and provide details of the vulnerability or breach.
Term and Termination

(a)Termination; Suspension. These Terms take effect when you first use the Services and remain in effect until terminated. You may terminate these Terms at any time for any reason by discontinuing the use of the Services. We may terminate these Terms for any reason by providing you at least 30 days’ advance notice. We may terminate these Terms immediately upon notice to you if you materially breach [Sections 2 (Usage), 3 (Data), 4 (Confidentiality, Security and Data Protection), 7 (Dispute Resolution), or 8 (General Terms), if there are changes in relationships with third party technology providers outside of our control, or to comply with law or government requests. We may suspend your access to the Services if you do not comply with these Terms, if your use poses a security risk to us or any third party, or if we suspect that your use is fraudulent or could subject us or any third party to liability.

(b) Effect on Termination. Upon termination, you will stop using the Services and you will promptly return or, if instructed by us, destroy any Confidential Information. The sections of these Terms which by their nature should survive termination or expiration should survive, including but not limited to Sections 3-8.
Indemnification; Disclaimer of Warranties; Limitations on Liability

(a) Indemnity. You will defend, indemnify, and hold harmless us, our affiliates, and our personnel, from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to your use of the Services, including your Content, and your breach of these Terms or violation of applicable law.

(b) Disclaimer. THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.

(c) Limitations of Liability. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Dispute Resolution

YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:

(a) MANDATORY ARBITRATION. You and Adept agree to resolve any past or present claims relating to these Terms or our Services through final and binding arbitration.

(b) Arbitration Forum. Either party may commence binding arbitration through ADR Services, an alternative dispute resolution provider. The parties will pay equal shares of the arbitration fees.

(c) Arbitration Procedures. The arbitration will be conducted by telephone, based on written submissions, video conference, or in person in San Francisco, California or at another mutually agreed location. The arbitration will be conducted by a sole arbitrator by ADR Services under its then-prevailing rules. All issues are for the arbitrator to decide, except a California court has the authority to determine the scope, enforceability, and arbitrability of this Section 7, including the mass filing procedures below. The amount of any settlement offer will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any.

(d) Exceptions. This arbitration section does not require arbitration of the following claims: (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement.

(e) NO CLASS ACTIONS. Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If for any reason a dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims.

(f) Mass Filings. If, at any time, 30 or more similar demands for arbitration are asserted against Adept or related parties by the same or coordinated counsel or entities (“Mass Filing”), ADR Services will randomly assign sequential numbers to each of the Mass Filings. Claims numbered 1-10 will be the “Initial Test Cases” and will proceed to arbitration first. The arbitrators will render a final award for the Initial Test Cases within 120 days of the initial pre-hearing conference, unless the claims are resolved in advance or the parties agree to extend the deadline. The parties will then have 90 days (the “Mediation Period”) to resolve the remaining cases in mediation based on the awards from the Initial Test Cases. If the parties are unable to resolve the outstanding claims during this time, the parties may choose to opt out of the arbitration process and proceed in court by providing written notice to the other party within 60 days after the Mediation Period. Otherwise, the remaining cases will be arbitrated in their assigned order. Any statute of limitations will be tolled from the time the Initial Test Cases are chosen until your case is chosen as described above.

(g) Severability. If any part of this Section 7 is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow Mass Filing or class or representative arbitration, this Section 7 will be unenforceable in its entirety. Nothing in this section will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of such claim from the arbitrator.
General Terms

(a) Relationship of the Parties. These Terms do not create a partnership, joint venture or agency relationship between you and Adept or any of Adept’s affiliates. Adept and you are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.

(b) Use of Brands. You may not use Adept’s or any of its affiliates’ names, logos, or trademarks, without our prior written consent.

(c) U.S. Federal Agency Entities. The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.

(d) Assignment and Delegation. You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void. We may assign these Terms in connection with a merger, acquisition or sale of all or substantially all of our assets, or to any affiliate or as part of a corporate reorganization.

(e) Modifications. We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Services. If you do not agree to the modified Terms, then you should discontinue your use of the Services.

(f) Notices. All notices will be in writing. We may notify you using the registration information you provided or the email address associated with your use of the Services. Service will be deemed given on the date of receipt if delivered by email or on the date sent via courier if delivered by post. Adept accepts service of process at this address: Adept, 660 Alabama St, Ste 3, San Francisco, CA 94110, attn: Legal Department.

(g) Waiver and Severability. If you do not comply with these Terms, and Adept does not take action right away, this does not mean Adept is giving up any of our rights. Except as provided in Section 7, if any part of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, that term will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.

(h) Export Controls. The Services may not be used in or for the benefit of, exported, or re-exported (a) into any U.S. embargoed countries (collectively, the “Embargoed Countries”) or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, or the U.S. Department of Commerce Denied Persons List or Entity List, or any other restricted party lists (collectively, “Restricted Party Lists”). You represent and warrant that you are not located in any Embargoed Countries and not on any such restricted party lists. You must comply with all applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements or obligations to know your end users directly.

(i) Equitable Remedies. You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to Adept and its affiliates, and Adept shall have the right to seek injunctive relief against you in addition to any other legal remedies.

(j) Entire Agreement. These Terms and any policies incorporated in these Terms contain the entire agreement between you and Adept regarding the use of the Services and, other than any Service specific terms of use or any applicable enterprise agreements, supersedes any prior or contemporaneous agreements, communications, or understandings between you and Adept on that subject.

(k) Jurisdiction, Venue and Choice of Law. These Terms will be governed by the laws of the State of California, excluding California’s conflicts of law rules or principles. Except as provided in the “Dispute Resolution” section, all claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts of San Francisco County, California, USA.