Adept Terms of Service

Updated: 03/19/2024

THESE TERMS OF SERVICE CONTAIN A BINDING ARBITRATION CLAUSE, CLASS ACTION WAIVER AND OTHER PROVISIONS THAT LIMIT YOUR RIGHTS AND REMEDIES. READ THEM CAREFULLY.

1. ACCEPTANCE OF TERMS.

  • 1.1 The Services. Access to or use of this website and any content or services provided via this website (the “Services”) is provided by Adept AI Labs Inc. (“Adept” “us,” “we,” “our”).

  • 1.2 You agree to our Terms. By using or accessing any part of the Services, you agree to these Terms of Service and any other policies or notices referenced herein (together, the “Terms”). 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 are accessing or using the Services on behalf of your company, you represent that you are authorized to accept these Terms on behalf of such entity, and all references to “you” mean such entity.

  • 1.3 We may change these Terms. We may change these Terms over time, so whenever you access or use the Services, you agree to the version of the Terms then posted. If you don’t agree to the Terms, don’t use the Services.

2. DATA AND PRIVACY. Our collection, use and disclosure of data is governed by our Privacy Policy.

3. ADEPT EXPERIMENTS.

  • 3.1 Adept Experiments. From time to time Adept may make some of its research updates and pre-release products available to users who have applied to participate in Adept experiments (“Adept Experiments”). Exhibit A to these Terms includes additional terms that apply to your access to or use of Adept Experiments.

4. ACCEPTABLE USE POLICY. Your access to and use of our website and Services must comply with our Acceptable Use Policy set out in Exhibit B to these Terms (“AUP”). Without limitation, you also agree that you will not: 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); use any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or web data extraction; or 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).

5. PROPRIETARY RIGHTS; FEEDBACK.

  • 5.1 Ownership of the Services. You agree that as between you and us, we retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Services. Except as expressly set forth in these Terms, no rights in the Services are granted to you.
  • 5.2 Feedback. We look forward to receiving your comments, requests and other feedback regarding the Services and you agree that we are free to incorporate and use your feedback without restriction or royalty of any kind.
  • 5.3 Copyright Concerns. 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 Services, you may contact our Designated Agent at the following address: Adept, Attn: Legal Department, 350 Rhode Island St, Suite 400S, San Francisco, CA 94103.

6. LINKS TO OTHER SERVICES. The Services may contain blogs or other links to third-party websites or services. We do not endorse and are not responsible for any of these other services. You will not hold us responsible for any aspect of these other services, including their content, privacy policies, or anything else. You should also read the terms and conditions and privacy policies of these other services.

7. WARRANTY DISCLAIMER.

THE SERVICES ARE PROVIDED “AS IS”. USE THE SERVICES AT YOUR OWN RISK.

WE DO NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.

WE MAKE NO WARRANTY AS TO THE ADEQUACY, ACCURACY, COMPLETENESS, OR CURRENCY OF THE SERVICES OR ANY CONTENT ON OUR WEBSITE.

WE DO NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. WE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, WEBSITE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. WE WILL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED TO YOUR COMPUTER OR DATA OR FOR ANY BUGS, VIRUSES, TROJAN HORSES OR OTHER DESTRUCTIVE CODE RESULTING FROM ACCESS TO OR USE OF THE SERVICES.

YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, ARE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

8. LIMITATION OF LIABILITY.

  • 8.1 Consequential Damages Waiver. TO THE FULLEST EXTENT PERMITTED UNDER LAW, ADEPT (INCLUDING OUR CONTRIBUTORS, ADVISORY BOARD MEMBERS AND ANY SUPPLIERS) HAVE NO OBLIGATION OR LIABILITY (WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LIABILITIES (INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF DATA, REVENUE OR PROFIT) ARISING FROM OR RELATED TO YOUR USE OF THE SERVICE (INCLUDING ANY MATERIALS) OR ANY CONTENT PROVIDED BY OR THROUGH THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES IN ADVANCE. THE FOREGOING LIMITATION APPLIES TO DAMAGES AND LIABILITIES ARISING FROM: (I) YOUR USE OR INABILITY TO USE THE SERVICE; AND (II) MATERIALS. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
  • 8.2 Liability Cap. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ADEPT’S (INCLUDING OUR CONTRIBUTORS, ADVISORY BOARD MEMBERS AND ANY SUPPLIERS) LIABILITY TO YOU UNDER ANY CIRCUMSTANCES RELATING TO THE SERVICE, THE MATERIALS OR THESE TERMS IS LIMITED IN AGGREGATE TO THE GREATER OF TOTAL FEES PAID BY YOU TO US IN THE TWELVE MONTHS PRIOR TO WHEN THE CLAIM AROSE OR ONE HUNDRED U.S. DOLLARS.
  • 8.3 Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 8 apply regardless of the form of action, whether in contact, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

9. INDEMNITY. You agree to defend (if we so request), indemnify and hold harmless Adept (and its employees, shareholders, contributors, advisors and any suppliers), from and against any claim, demand, losses, damages or expenses (including reasonable attorney’s fees) arising from or related to: (a) your Enrollment Data or Inputs or participation in the Services, (b) your use of the Services in violation of these Terms (including restrictions on the type of information that can be used as Input to Services available via Adept Experiments), or (c) your violation of the law or rights of any third party. Your indemnification obligation will survive the termination of these Terms.

10. TERM AND TERMINATION.

  • 10.1 Term. These Terms are effective as of the date you first access or use the Services and continue in effect until you cease accessing the Services. We may terminate these Terms and your access to the Services at any time upon notice to you for any or no reason.
  • 10.2 Effect of Termination. Upon any expiration or termination of these Terms, you will immediately cease any and all use of and access to the Services, including, without limitation, any materials, code, neural net weights, or other Services you were provided access to (if any) while participating in Adept Experiments. Except where an exclusive remedy is specified, the exercise of either party of any remedy under these Terms, including termination, will be without prejudice to any other remedies it may have under these Terms, by law or otherwise.
  • 10.3 Survival. The following Sections will survive any expiration or termination of these Terms: 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12.

11. DISPUTE RESOLUTION.

  • 11.1 Dispute Resolution; Class Action Waiver. The parties agree that any dispute, claim or controversy arising out of or relating to these Terms or the Services or the breach, termination, enforcement, interpretation or validity thereof (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s intellectual property rights. YOU ACKNOWLEDGE AND AGREE THAT YOU AND ADEPT ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER AGAINST THE OTHER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND ADEPT OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING.

  • 11.2 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.

  • 11.3 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 11, 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.

  • 11.4 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.

  • 11.5 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.

  • 11.6 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.

  • 11.7 Severability. If any part of this Section 11 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 11 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.

12. GENERAL.

  • 12.1 Notices. We may provide you with required or permitted notices via email or the Services, as determined by us in our discretion. Any notices you give to us under these Terms will be deemed given only when personally delivered, delivered by reputable international courier requiring signature for receipt, or three (3) business days after being deposited in the mail, first class, postage prepaid, in each case to: Adept, Inc., 350 Rhode Island, Suite 400, SF, CA 94103, Attn: Legal (with a copy to legal@Adept.com).
  • 12.2 Independent Contractors. The parties are independent contractors, and there is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties.
  • 12.3 Governing Law and Courts. These Terms are governed by the laws of the state of California, without respect to its conflict of laws principles. In the event that the arbitration provision in Section 11 (Dispute Resolution) is found to be unenforceable, the sole jurisdiction and venue for any Disputes shall be the state and federal courts located in San Francisco, California, and each party hereby consents to the exclusive jurisdiction and venue of such courts.
  • 12.4 Severability. If a court having proper authority decides that any portion of these Terms is invalid, only the part that is invalid will not apply, and the rest of these Terms will still be in effect.
  • 12.5 Waiver. If we waive any of our rights under these Terms in any particular instance, it does not mean that we are waiving our rights generally or in the future. Furthermore, just because we may not enforce all our rights all of the time, it does not mean that we are waiving our rights, as we may decide to enforce them at a later date.
  • 12.6 Amendments. Except as set forth herein, all amendments to these Terms must be in writing and signed by both parties.
  • 12.7 Entire Agreement. These Terms are the entire agreement between the parties with respect to its subject matter and supersede any prior agreements relating to such subject matter.
  • 12.8 Assignment. These Terms, and any rights and licenses granted under these Terms, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without restriction.
  • 12.9 Force Majeure. We won’t be liable to you for any delay or failure to perform any obligation we have under these Terms if the delay or failure is due to events which are beyond our reasonable control, including but not limited to any pandemic, strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services, or refusal of approval or a license by a government agency.
  • 12.10 Subcontractors. We may use the services of subcontractors and permit them to exercise the rights granted to us in order to provide the Services under these Terms.



Exhibit A

Additional Terms for Adept Experiments

A. Adept Experiments are for Testing and Evaluation Only Adept Experiments are offered “as-is” to allow testing and evaluation. We make no representations or warranties for Adept Experiments, including any warranty that Adept Experience will be generally available, uninterrupted or error-free, or that Inputs or Outputs will be secure or not lost or damaged.

B. Registration; Accounts; Passwords. If Adept accepts your application to access Adept Experiments you will need to register and create an account and password. You have complete responsibility for your account and everything that happens on your account. If you find out that someone is using your account without your permission, you must let us know immediately. You may not transfer your account to someone else or use someone else’s account without their permission. We reserve the right to limit or terminate your access to Adept Experiments at any time for any or no reason at our sole discretion.

C. Use of AI Features of Adept Experiments. Some AI Features of Adept Experiments may allow you to submit data, content or materials (including in the form of prompts or queries) (“Inputs”) and receive outputs (“Outputs”). In order to produce the Outputs and/or take action, our Services may automatically supplement your Inputs with observations of your activity within the windows/tabs of the web browser in which you’ve installed our browser extension - this may also include API keys, access tokens, or other credentials in the event you choose to grant our Services access to your other service providers (“Observations”). “AI Features” means large language models (LLMs) or other machine learning or artificial intelligence features offered as a Service as part of Adept Experiments. You acknowledge that Outputs provided to you may be similar or identical to Outputs independently provided by us to others. Due to the nature of the AI Features, we do not represent nor warrant that (a) any Output does not incorporate or reflect third-party content or materials or (b) any Output will not infringe third-party intellectual property rights.

Outputs are generated through machine learning processes and are not tested, verified, endorsed or guaranteed to be accurate, complete or current by us. You should independently review and verify all Outputs as to appropriateness for any or all of your use cases or applications.

The warranty disclaimers and limitations of liability in the Terms for the Services apply to the AI Features.

D. DO NOT USE Highly Sensitive Data as Inputs OR Observations (HIPAA, FISMA, ETC). You agree not to use any AI Features of Adept Experiments to process any information that includes or constitutes “Protected Health Information,” as defined under the HIPAA Privacy Rule (45 C.F.R. Section 160.103) or other industry-specific regulations regarding information, such as the Federal Information Security Management Act (FISMA).

E. CAUTION: Personally Identifiable Data Discouraged as Inputs OR Observations. We highly discourage your use of personal data subject to data protection laws, including the EU General Data Protection Regulation (“GDPR”) and the California Consumer Privacy Act (“CCPA”), to evaluate the Services offered as Adept Experiments. If, notwithstanding our admonition, your Inputs or materials that are Observations include personal data subject to GDPR, CCPA or other applicable data protection laws you must only use your own Personal Information and not that of any other party.

F. Ownership and Use of Inputs, Observations and Outputs. Subject to the AUP and except for the express rights you’ve granted us in these Terms, as between us and you, you retain all intellectual property and other rights in your Inputs, any Observations and the Outputs. You hereby grant us an unlimited, perpetual, and irrevocable license to access, use, and process Inputs, Observations and Outputs (i) to provide the Services and as set forth in these Terms, to (ii) to improve the Services, (iii) to understand and analyze trends across our users, (iv) debug the Services, and (v) for similar such purposes, provided that we will not use Inputs, Observations or Outputs to directly train our production models unless they have been anonymized and can no longer reasonably be used to identify individuals.

G. Confidentiality of Adept Experiments. “Confidential Information” means nonpublic information that Adept or its affiliates or associated third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other nonpublic business information. Confidential Information includes, without limitation all content, material or services related to or made available in connection with Adept Experiments, including research updates and product releases. 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 use Confidential Information only as needed to use the Adept Experiments. 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. However, 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.

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.



Exhibit B

Adept

Acceptable Use Policy

This Acceptable Use Policy (“AUP”) sets forth rules that apply to your access to or use of any of our Services. Capitalized terms not defined in this AUP have the meanings given in the Adept Terms of Service or Adept Privacy Policy.

  • Content Restrictions. You will not upload, store, post or transmit content that: Is obscene, defamatory, deceptive, harassing, threatening, hateful or discriminatory; Violates anyone else’s intellectual property, privacy, publicity or other rights; Violates applicable laws or regulations; or Contains viruses, malware, malicious code or similar harmful materials.
  • Prohibited Conduct. You will not:
    • Engage in deceptive or illegal activities (including, “spoofing”, “phishing” or pyramid or similar schemes);
    • Transmit spam or other unsolicited communications to other users;
    • Publish benchmark or performance information about the Services without our consent;
    • Use the Services in violation of data, privacy or other applicable laws or regulations;
    • Use the Services to engage in, promote, support or facilitate hateful, discriminatory or violent activities, whether online or offline;
    • Engage in any activity that we reasonably determine on advice of counsel will cause liability to us;
    • use the AI Features or any Output to infringe any third-party rights;
    • use the AI Features or any Output to develop, train or improve any AI or ML models,
    • represent any Output as being approved or vetted by us;
    • represent any Output as being an original work or a wholly human-generated work;
    • use the AI Features for automated decision-making that has legal or similarly significant effects on individuals, unless it does so with adequate human review and in compliance with Laws, or
    • use the AI Features for purposes or with effects that are discriminatory, harassing, harmful or unethical.
  • No Disruption. You will not:
    • Access the Services through means we did not authorize (for instance, scraping, crawling or penetration testing);
    • Disable or interfere with the Services or circumvent any of our security or access controls; or
    • Try to access other users’ data or accounts without their express permission.
  • Others. You will not permit or encourage others to commit any of the actions above.

We may monitor compliance with this AUP and investigate any violations. If we determine that you or your Input or other content violates this AUP, we may remove or suspend your access to the Services or invoke our suspension rights under the Terms.

We may report any activity that we suspect violates any law or regulation to law enforcement officials, regulators or other appropriate third parties, and cooperate with them to investigate and prosecute illegal conduct. Our reporting may include disclosing information related to the violation of this AUP.