Terms and Conditions

THESE TERMS OF SERVICE (the “Agreement”) GOVERN YOUR RECEIPT, ACCESS TO, AND USE OF THE SERVICES PROVIDED BY ADANAC (“Adanac”). BY (A) PURCHASING ACCESS TO THE SERVICE THROUGH AN ONLINE ORDERING PROCESS THAT REFERENCES THIS AGREEMENT, (B) SIGNING UP FOR A FREE OR PAID ACCESS PLAN FOR THE SERVICE VIA A PLATFORM THAT REFERENCES THIS AGREEMENT, OR (C) CLICKING A BOX INDICATING ACCEPTANCE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (“Customer”); SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR IF THE ENTITY DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. CAPITALIZED TERMS HAVE THE MEANINGS SET FORTH HEREIN. THE PARTIES AGREE AS FOLLOWS:

1. The Service

1.1 Service Description
Adanac provides a cloud-based artificial intelligence service offering chatbots for customer support, sales, and user engagement (the “Service”). Any content, configuration, customization, or uploads provided by the Customer (including Users) through the Service is considered a “User Submission.” The Customer is solely responsible for all User Submissions. Additional terms regarding User Submissions, including ownership, are covered in Section 8.2 below. The Service may include templates, scripts, documentation, and other materials that assist the Customer in using the Service (“Adanac Content”). The Customer will not receive access to the underlying code or software of the Service (the “Software”) and will not be provided with a copy of the Software itself.

1.2 Customer’s Subscription
Subject to this Agreement's terms, the Customer may purchase a subscription and gain access to the Service as outlined in one or more ordering screens agreed upon through Adanac’s website or service portal that reference this Agreement and describe the business terms related to the subscription (“Order(s)”). All subscriptions are for the period described in the applicable Order (“Subscription Period”). Use of the Service is limited to authorized individuals from the Customer’s organization and solely for internal business purposes, not for third-party benefit (“Users”).

1.3 Adanac’s Ownership
Adanac owns the Service, Software, Adanac Content, Documentation, and all other materials provided to the Customer (collectively, the “Adanac Materials”). Adanac retains all rights, title, and interest (including intellectual property rights) in the Adanac Materials, related technology, and any updates, enhancements, or modifications. No implied licenses are granted under this Agreement. Any rights not expressly granted to the Customer are reserved by Adanac.

1.4 Permissions
The Service includes customizable settings that allow Users to grant permissions to other Users to perform various tasks within the Service (“Permissions”). It is the Customer's sole responsibility to set and manage all Permissions. Adanac has no liability or responsibility for managing Permissions, and the Customer remains responsible for any issues arising from Permissions set by the Customer or its Users. Affiliates may also access the Service, with all rights and obligations in this Agreement extending to them. The Customer is responsible for its Affiliates' actions and payment obligations. Claims by Affiliates must be brought by the Customer. An “Affiliate” refers to any entity controlling, controlled by, or under common control with the Customer.

2. Restrictions

2.1 Customer’s Responsibilities
The Customer is responsible for all activity on its account and its Users, except for unauthorized access due to vulnerabilities in the Service. The Customer ensures Users are aware of and comply with this Agreement's obligations and restrictions.

2.2 Use Restrictions
The Customer agrees not to, and not to permit Users or third parties to:

(a) Modify, copy, or create derivative works based on the Service.
(b) Reverse engineer, decompile, or discover the Service’s source code (except where permitted by law).
(c) Sublicense, sell, rent, or lease the Service.
(d) Remove proprietary notices from the Service.
(e) Use the Service in violation of applicable laws.
(f) Disrupt or access the Service without authorization.
(g) Use the Service for competitive products.
(h) Test the Service’s vulnerabilities without authorization.

Adanac may suspend Service access if Customer activities significantly harm the Service’s security or integrity, with reasonable notice provided where possible.

2.3 API Access Restrictions
Adanac may provide API access as part of the Service. Adanac reserves the right to enforce usage limits on APIs. The Customer agrees to comply with such limits and acknowledges that Adanac may suspend or terminate API access.

3. Third-Party Services
The Service may interface with third-party products, services, or applications (“Third-Party Services”). The Customer may choose to integrate these services at their own discretion. Adanac is not responsible for Third-Party Services, and Customers should refer to the providers of such services for issues or warranty claims. The use of Third-Party Services is at the Customer's own risk.

4. Financial Terms

4.1 Fees
Customers must pay for access to and use of the Service as specified in the Order (“Fees”). Fees are charged in the currency specified in the Order, or if unspecified, in U.S. dollars. Payment obligations are non-cancellable, and Fees are non-refundable unless stated otherwise.

4.2 Payment
Adanac or its third-party payment processor will bill the Customer for the Fees. Customers are responsible for providing accurate payment details, and failure to do so may result in suspension of Service access. Adanac reserves the right to correct any payment errors. If the Customer authorizes recurring charges, these will be applied automatically until the Customer updates payment details or terminates the Agreement.

4.3 Taxes
Fees do not include taxes, levies, or governmental assessments. The Customer is responsible for paying all applicable taxes. Adanac will invoice the Customer for taxes unless a valid tax exemption certificate is provided.

4.4 Failure to Pay
Adanac may suspend Service access if Fees are not paid when due. Disputes must be submitted within sixty (60) days of the billing statement. If disputed amounts are found to be valid, payment must be made within ten (10) days of resolution.

5. Term and Termination

5.1 Agreement Term and Renewals
Subscriptions commence on the date specified in the Order (“Subscription Start Date”) and continue for the Subscription Period. The Agreement takes effect on the first day of the Subscription Period and remains effective until terminated. Customers may opt not to renew their subscription.

5.2 Termination
Either party may terminate this Agreement with written notice if the other party materially breaches the Agreement and fails to cure the breach within thirty (30) days.

5.3 Effect of Termination
Upon termination, Adanac will refund any unused, prepaid Fees for the remainder of the Subscription Period if the Customer terminates due to Adanac’s breach. If Adanac terminates due to Customer’s breach, the Customer must pay any outstanding Fees. Upon termination, all rights and licenses granted under this Agreement will cease, and Customer access to the Service will end.

5.4 Survival
Sections titled “Adanac’s Ownership,” “Third-Party Services,” “Financial Terms,” “Term and Termination,” “Warranty Disclaimer,” “Limitation of Liability,” “Confidentiality,” “Data,” and “General Terms” will survive any termination.

6. Warranties and Disclaimers

6.1 Warranties
The Customer represents that all User Submissions comply with applicable laws and regulations.

6.2 Warranty Disclaimer
EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICE IS PROVIDED "AS IS" WITHOUT ANY WARRANTIES. ADANAC DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ADANAC DOES NOT GUARANTEE UNINTERRUPTED, TIMELY, OR ERROR-FREE SERVICE.

7. Limitation of Liability
Adanac WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION. ADANAC’S TOTAL LIABILITY WILL NOT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.

8. Confidentiality

8.1 Definition
Confidential Information includes business, technical, or financial information shared between the parties. Adanac’s Confidential Information includes non-public details of the Service.

8.2 Protection and Use of Confidential Information
The Receiving Party must protect Confidential Information and use it solely for obligations under this Agreement.

8.3 Compelled Disclosure
The Receiving Party may disclose Confidential Information if required by law but must notify the Disclosing Party if possible.

8.4 Feedback
Customers grant Adanac a royalty-free license to use any Feedback provided on the Service.

9. Data

9.1 User Information
Adanac processes User Information to provide the Service. Customers are responsible for the accuracy of this information.

9.2 User Submissions
Customers grant Adanac a license to use User Submissions for Service delivery.

9.3 Service Data
Adanac may collect anonymized Service Data and use it for operational purposes.

9.4 Data Protection
Adanac maintains reasonable security practices to protect Customer Data.

10. General Terms

10.1 Publicity
With prior consent, Adanac may use Customer’s name, logo, and trademarks for marketing purposes.

10.2 Force Majeure
Adanac is not liable for delays caused by events beyond its control.

10.3 Changes
Adanac may modify this Agreement with notice, ensuring no material reduction in functionality.

10.4 Relationship of the Parties
The parties are independent contractors.

10.5 No Third-Party Beneficiaries
This Agreement does not create rights for any third parties.

10.6 Email Communications
Notices will be communicated via email.

10.7 Amendment and Waivers
Modifications require written approval by both parties.

10.8 Severability
If any provision is found unlawful, it will be modified while the rest of the Agreement remains in effect.

10.9 Assignment
Neither party may assign this Agreement without the other party’s consent, except in certain corporate events.

10.10 Governing Law and Venue
This Agreement is governed by the laws of the United Kingdom. Disputes will be resolved in UK courts, and each party waives the right to a jury trial.

10.11 Entire Agreement
This Agreement, including any Orders, constitutes the entire agreement between the parties, superseding any prior agreements.

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