Terms of Service

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE ADAPTIVE AI PLATFORM. BY CLICKING "I AGREE," SIGNING AN ORDER FORM, OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS.

Plain-Language Summary

The full terms below govern your relationship with us.

1. Definitions

• "Adaptive AI" or "Platform" — the agentic AI workforce software platform, including all AI Workers, APIs, dashboards, training tools, dispatch infrastructure, and related services operated by Adaptive Agentic Platform LLC.
• "AI Worker" — a modular, configurable artificial intelligence agent deployed through the Platform to perform defined business functions across voice, SMS, email, chat, or other communication channels.
• "Customer" or "you" — the business entity or individual that has subscribed to the Platform pursuant to an Order Form or online enrollment.
• "Customer Data" — all data, content, information, and materials submitted, uploaded, or transmitted by Customer or Customer's end users through the Platform.
• "Documentation" — the technical documentation, user guides, and specifications made available by Adaptive AI at docs.adaptiveap.com or successor URLs.
• "Order Form" — a written or electronic ordering document executed by both parties specifying subscription details, pricing, and service scope.
• "Authorized Users" — employees, contractors, or agents of Customer who are authorized by Customer to access the Platform.
• "Session" — a single, discrete interaction between an AI Worker and an end user across any supported channel.
• "Sensitive Personal Information" or "SPI" — has the meaning ascribed under applicable data protection law, including but not limited to the CCPA and GDPR.
• "Intellectual Property Rights" — all patents, copyrights, trademarks, trade secrets, and other proprietary rights worldwide.

2. Platform Access & License

2.1 Grant of License

Subject to Customer's compliance with these Terms and timely payment of all Fees, Adaptive AI grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform during the Subscription Term solely for Customer's internal business operations and for the number of Authorized Users and AI Workers specified in the applicable Order Form.

2.2 Authorized Users

Customer is responsible for: (a) maintaining the confidentiality of all login credentials; (b) ensuring that only Authorized Users access the Platform; and (c) all actions taken under Customer's account. Customer must notify Adaptive AI promptly at [email protected] upon discovering any unauthorized use of Customer's account.

2.3 Restrictions

• Sublicense, resell, or otherwise make the Platform available to third parties not covered by the Order Form
• Reverse engineer, decompile, or attempt to derive the source code of the Platform or any AI model underlying it
• Use the Platform to train or develop competing AI products or services
• Remove or obscure any proprietary notices, branding, or attribution in the Platform
• Use the Platform in violation of applicable law or to facilitate illegal activity
• Introduce any malicious code, virus, or harmful data into the Platform
• Use automated means to scrape, harvest, or extract data from the Platform beyond normal API usage

2.4 API Access

Where Customer accesses the Platform via API, Customer must comply with Adaptive AI's API usage policies as published in the Documentation. Adaptive AI may impose rate limits and throttling to ensure platform stability. Excessive usage that degrades service for other customers may result in temporary suspension pending remediation.

3. AI Workers — Configuration, Deployment & Conduct

3.1 Customer Responsibility for AI Worker Configuration

AI Workers are configurable software agents. Customer is solely responsible for: (a) the accuracy and completeness of configurations, knowledge bases, policies, and scripts uploaded to the Platform; (b) ensuring AI Worker conduct complies with all applicable laws, including consumer protection, telemarketing (TCPA), and financial services regulations; and (c) obtaining any required disclosures, consents, or licenses before deploying AI Workers to interact with end users.

3.2 AI Disclosure

Customer agrees to implement appropriate disclosures informing end users when they are interacting with an AI Worker rather than a human, where required by applicable law (including the EU AI Act). Adaptive AI provides configurable disclosure mechanisms within the Platform. Customer bears legal responsibility for compliance with AI interaction disclosure laws in all jurisdictions where it operates. See Privacy Policy §8 and DPA §7.3.

3.3 Prohibited Use Cases

• Unauthorized collection of personal data or circumvention of privacy rights
• Deceptive or misleading communications that violate FTC regulations or equivalents
• Automated telemarketing calls to individuals on Do-Not-Call registries
• Collection, processing, or transmission of payment card data in violation of PCI-DSS
• Any purpose that would constitute discrimination based on protected characteristics under applicable law
• Generation or distribution of illegal, defamatory, or harmful content

3.4 Human Escalation

Adaptive AI's Platform includes a Voice to Human escalation capability. Customer is solely responsible for ensuring live agent escalation paths are operational, adequately staffed, and compliant with any legal requirements mandating access to human assistance. Adaptive AI provides the technical handoff mechanism; Customer owns the live agent operation. See Privacy Policy §8 for End User rights related to human intervention.

3.5 Platform Updates

Adaptive AI may update, modify, or improve the Platform and underlying AI models with at least 14 days' notice for material changes (except where required for security or legal compliance). Adaptive AI will use commercially reasonable efforts to maintain backward compatibility. If a material update adversely affects Customer's deployment, Customer may raise a compatibility concern in writing; Adaptive AI will engage in good-faith discussion.

4. Fees, Billing & Payment

4.1 Fees

Customer will pay the Fees specified in the Order Form. Fees are non-refundable except as expressly set forth in §4.5 (SLA Credits) or §10.4 (Termination for Cause by Customer). Adaptive AI reserves the right to adjust pricing with at least 60 days' written notice prior to the start of any renewal term.

4.2 Invoicing & Payment

Fees are due net-30 from the invoice date unless otherwise specified in the Order Form. All amounts are stated in USD. Adaptive AI may charge interest on overdue amounts at the rate of 1.5% per month (or the maximum permitted by law, whichever is lower) from the date due until paid.

4.3 Taxes

Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. Customer is responsible for all applicable taxes. Where Adaptive AI is required to collect taxes, they will be itemized on the invoice.

4.4 Suspension for Non-Payment

If any undisputed payment is overdue by more than 15 days, Adaptive AI may suspend Customer's access to the Platform upon 5 business days' written notice. Access will be restored upon full payment of overdue amounts. Suspension does not relieve Customer of payment obligations.

4.5 Service Level Agreement (SLA) Credits

Adaptive AI commits to 99.5% monthly Platform uptime ("Uptime Commitment"). Uptime is measured excluding: scheduled maintenance windows (notified 48 hours in advance); force majeure events; issues caused by Customer's systems, configurations, or third-party providers; and emergency security patches.

Credits must be requested within 30 days of the incident and will be applied to future invoices. Credits are not cash refunds.

5. Data Ownership, Privacy & Security

5.1 Customer Data Ownership

Customer owns all Customer Data. Adaptive AI claims no intellectual property rights in Customer Data. Adaptive AI processes Customer Data solely to deliver and improve the Platform services as described in these Terms and the Adaptive AI Privacy Policy.

5.2 No Training on Customer Data

Adaptive AI will not use Customer Data or End User conversation content to train foundation AI models or to improve AI capabilities made available to other Customers. This prohibition applies to identified and pseudonymized data alike. Adaptive AI may use aggregate, de-identified, and anonymized data derived from Platform usage for benchmarking, product improvement, research, and marketing purposes. Such data is not Customer Data. See §6.4; DPA §4.3.

5.3 License to Process Customer Data

Customer grants Adaptive AI a limited, non-exclusive license to access, process, store, and transmit Customer Data as necessary to: (a) provide the Platform; (b) prevent fraud, abuse, and security incidents; and (c) comply with applicable law. This license terminates upon deletion of Customer Data.

5.4 No Sale of Customer Data

Adaptive AI will not sell, rent, or transfer Customer Data to any third party for their independent commercial purposes. Adaptive AI may share Customer Data with subprocessors (e.g., cloud infrastructure providers, LLM providers) solely as necessary to deliver the Platform, under confidentiality obligations at least as protective as these Terms. See DPA §4.4.

5.5 Data Processing Agreement

Where Customer's use of the Platform involves processing of personal data subject to the GDPR, CCPA, or other applicable data protection legislation, the parties will enter into Adaptive AI's Data Processing Agreement ("DPA"). In the event of conflict between the DPA and these Terms, the DPA governs with respect to data protection obligations.

5.6 Subprocessors

A current list of subprocessors is maintained at legal.adaptive.ai/subprocessors. Adaptive AI will notify Customer at least 30 days before adding a new subprocessor. If a new subprocessor materially impacts Customer's data protection obligations, Customer may object in writing; Adaptive AI will work in good faith to address the concern or, if unresolvable, allow Customer to terminate without penalty. See DPA §6.

5.7 Security

Adaptive AI will implement and maintain commercially reasonable administrative, physical, and technical safeguards for the protection of Customer Data, including encryption at rest and in transit, access controls and authentication, vulnerability management, and incident response procedures. Adaptive AI will notify Customer within 72 hours of discovering a confirmed security breach affecting Customer Data. See Privacy Policy §11; DPA §§5, 8.

5.8 Data Retention & Deletion

Adaptive AI retains Session logs and telemetry data for 30 days and conversation transcripts for 90 days by default (both configurable per Order Form). Voice recordings are retained for 30 days by default (configurable per Order Form). Account and billing records are retained for the contract term plus 7 years as required by law. Upon termination or expiration of the Agreement, Customer Data remains available for export for 30 days. Following the export window — or upon Customer's earlier written request — Adaptive AI will delete Customer Data within 30 days, except where retention is required by law. For full retention schedules and deletion procedures, see the Data Residency & Retention Policy; DPA §11.

5.9 Voice Recording Compliance

Where AI Workers are deployed on voice channels, Customer is solely responsible for compliance with all applicable call recording consent laws (including two-party consent jurisdictions). Adaptive AI provides configurable disclosure mechanisms but does not assume legal responsibility for Customer's compliance obligations.

5.10 Single-Tenant Architecture

Adaptive AI deploys each Customer on a dedicated, isolated infrastructure instance. This is a binding service specification. Customer's data is stored in a database instance not shared with any other Customer, and AI Workers run in compute environments isolated from other Customers' workloads. Any change to this architectural model constitutes a material amendment subject to the notice and opt-out rights in §13.3. See Privacy Policy §4; DPA §5.2; Data Residency & Retention Policy §1.

5.11 Healthcare Data (HIPAA)

Where Customer deploys AI Workers in contexts involving Protected Health Information ("PHI"), Customer must execute a Business Associate Agreement ("BAA") with Adaptive AI before processing PHI. Adaptive AI does not process PHI by default. See Data Residency & Retention Policy §7; BAA for retention, safeguard, and compliance requirements.

6. Intellectual Property

6.1 Adaptive AI IP

Adaptive AI retains all Intellectual Property Rights in and to the Platform, including all underlying AI models, algorithms, software, documentation, user interfaces, and improvements. Nothing in these Terms transfers any IP rights in the Platform to Customer.

6.2 Customer IP

Customer retains all Intellectual Property Rights in Customer Data, Customer's proprietary configurations, business logic, and any materials Customer provides to the Platform. Customer grants Adaptive AI only the limited license described in §5.3.

6.3 Feedback

If Customer provides Adaptive AI with suggestions, ideas, or feedback regarding the Platform ("Feedback"), Customer grants Adaptive AI a perpetual, irrevocable, royalty-free license to use such Feedback for any purpose, including incorporation into the Platform. Adaptive AI will not identify Customer as the source of Feedback without Customer's consent.

6.4 Aggregate & Anonymized Data

Adaptive AI may generate and use aggregate, de-identified, and anonymized data derived from Platform usage — which contains no Customer-identifiable information — for benchmarking, product improvement, research, and marketing purposes. Such data is not Customer Data and does not constitute training on Customer Data.

7. Confidentiality

7.1 Mutual Obligation

Each party ("Receiving Party") agrees to: (a) hold the other party's Confidential Information in strict confidence using at least the same care it uses for its own confidential information (but no less than reasonable care); (b) not disclose Confidential Information to third parties without prior written consent; and (c) use Confidential Information only for the purposes of this Agreement.

7.2 Definition

"Confidential Information" means any non-public information disclosed by one party to the other that is marked as confidential or that reasonably should be understood to be confidential given its nature. Customer Data is Customer's Confidential Information. Platform architecture, pricing, and roadmap are Adaptive AI's Confidential Information.

7.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the Receiving Party before disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice.

7.4 Survival

Confidentiality obligations survive termination of this Agreement for a period of 3 years.

8. Warranties & Disclaimers

8.1 Adaptive AI Warranties

Adaptive AI warrants that: (a) the Platform will perform materially in accordance with the Documentation during the Subscription Term; (b) Adaptive AI will provide the Platform using commercially reasonable care and skill; (c) Adaptive AI has the right and authority to grant the licenses herein; and (d) to Adaptive AI's knowledge, the Platform does not infringe any third-party Intellectual Property Rights as of the Effective Date.

8.2 Customer Warranties

Customer warrants that: (a) it has the authority to enter into this Agreement; (b) Customer Data and Customer's use of the Platform will not violate applicable law or third-party rights; and (c) Customer has obtained all necessary consents and authorizations required for AI Worker deployment in its jurisdiction(s).

8.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN §8.1, THE PLATFORM IS PROVIDED "AS IS." ADAPTIVE AI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ADAPTIVE AI DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT AI WORKER OUTPUTS WILL BE ACCURATE OR APPROPRIATE FOR ANY PARTICULAR USE.

9. Limitation of Liability

9.1 Mutual Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM.

9.2 Exclusion of Consequential Damages

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Exceptions

The limitations in §§9.1 and 9.2 do not apply to: (a) Customer's breach of §2.3 (Restrictions); (b) either party's breach of §7 (Confidentiality); (c) indemnification obligations under §11; (d) damages arising from gross negligence or willful misconduct; or (e) any liability that cannot be limited by applicable law.

9.4 Essential Basis

The parties acknowledge that the limitations of liability in this Section reflect a reasonable allocation of risk and are an essential basis of the bargain between the parties.

10. Term & Termination

10.1 Subscription Term

The Agreement commences on the Effective Date specified in the Order Form and continues for the initial Subscription Term. Unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term, the Agreement will automatically renew for successive one-year terms.

10.2 Termination for Convenience

Either party may terminate this Agreement for convenience upon 30 days' written notice. Fees are due through the end of the current billing period; no refunds are provided for prepaid fees unless agreed otherwise in the Order Form.

10.3 Termination for Cause by Adaptive AI

Adaptive AI may terminate this Agreement immediately upon written notice if: (a) Customer materially breaches this Agreement and fails to cure within 15 days of written notice; (b) Customer becomes insolvent or subject to bankruptcy proceedings; or (c) Customer uses the Platform for prohibited purposes under §3.3.

10.4 Termination for Cause by Customer

Customer may terminate this Agreement immediately upon written notice if Adaptive AI materially breaches this Agreement and fails to cure within 15 days of written notice, or if Adaptive AI ceases operations. In such case, Adaptive AI will refund a pro-rata portion of any prepaid fees covering the period after termination.

10.5 Effect of Termination

Upon termination: (a) all licenses granted herein immediately terminate; (b) Customer must cease all use of the Platform; (c) each party will return or destroy the other's Confidential Information upon request; (d) Customer Data remains available for export for 30 days post-termination, after which Adaptive AI will delete it within 30 days (see Data Residency & Retention Policy §5.3; DPA §11); and (e) accrued payment obligations survive.

11. Indemnification

11.1 Adaptive AI Indemnification

Adaptive AI will defend, indemnify, and hold harmless Customer from any third-party claim that the Platform, as provided by Adaptive AI and used in accordance with these Terms, infringes such third party's Intellectual Property Rights. Adaptive AI's obligations are conditioned on: (a) Customer promptly notifying Adaptive AI; (b) Adaptive AI having sole control of defense and settlement; and (c) Customer reasonably cooperating.

11.2 Customer Indemnification

Customer will defend, indemnify, and hold harmless Adaptive AI from any third-party claim arising from: (a) Customer Data; (b) Customer's use of the Platform in violation of these Terms or applicable law; (c) Customer's AI Worker configurations or deployments; (d) Customer's failure to obtain required disclosures or consents; or (e) Customer's products or services.

11.3 IP Infringement Remedies

If the Platform becomes subject to an infringement claim, Adaptive AI may at its option: (a) procure the right for Customer to continue using it; (b) replace or modify it to be non-infringing; or (c) terminate the relevant subscription with a pro-rata refund. Adaptive AI has no indemnification obligation to the extent infringement results from Customer's modifications or use outside the Documentation.

12. Dispute Resolution & Governing Law

12.1 Informal Resolution

Before initiating formal dispute proceedings, the parties will attempt to resolve any dispute through good-faith negotiation for at least 30 days following written notice of the dispute.

12.2 Binding Arbitration

If informal resolution fails, disputes will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration will be conducted in Wilmington, Delaware (or virtually by mutual agreement). The arbitrator's decision will be final and binding.

12.3 Class Action Waiver

EACH PARTY WAIVES THE RIGHT TO PARTICIPATE IN CLASS-ACTION LITIGATION OR CLASS-WIDE ARBITRATION. DISPUTES MUST BE BROUGHT INDIVIDUALLY.

12.4 Exceptions to Arbitration

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of Intellectual Property Rights or Confidential Information obligations, without first engaging in informal resolution or arbitration.

12.5 Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13. General Provisions

13.1 Entire Agreement

This Agreement (including all Order Forms and incorporated policies) constitutes the entire agreement between the parties and supersedes all prior agreements, representations, and understandings relating to its subject matter.

13.2 Order of Precedence

In the event of conflict: (1) the Order Form controls; (2) then the DPA for data protection matters; (3) then these Terms; (4) then the Privacy Policy; (5) then the Data Residency & Retention Policy; (6) then the Documentation.

13.3 Amendments

Adaptive AI may modify these Terms with at least 30 days' written notice. Continued use of the Platform after the notice period constitutes acceptance of the updated Terms. If Customer objects to a material amendment, it may terminate within the notice period with a pro-rata refund.

13.4 Assignment

Customer may not assign this Agreement without Adaptive AI's prior written consent. Adaptive AI may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes all obligations herein and Customer is notified with at least 30 days' notice.

13.5 Force Majeure

Neither party will be liable for delays caused by circumstances beyond its reasonable control, including acts of God, natural disasters, government actions, internet outages, or third-party infrastructure failures, provided the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance.

13.6 Notices

Legal notices must be in writing and delivered to: Adaptive Agentic Platform LLC, 254 Chapman Rd, Ste 208 #26210, Newark, Delaware 19702 (for Adaptive AI); or the address listed in the Order Form (for Customer). Email notice is sufficient for non-legal operational communications.

13.7 No Waiver

Failure to enforce any provision of this Agreement does not constitute a waiver of the right to enforce it in the future.

13.8 Severability

If any provision is found unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions will remain in full force.

13.9 Relationship of Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship.

13.10 Publicity

Neither party will issue press releases or use the other party's name, logo, or marks without prior written consent, except that Adaptive AI may list Customer as a customer using Customer's name and logo on Adaptive AI's website and marketing materials.

13.11 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts. Electronic signatures are legally binding and have the same effect as original signatures under applicable law.

14. Acceptable Use Policy

Customer's use of the Platform is subject to Adaptive AI's Acceptable Use Policy ("AUP"), available at legal.adaptive.ai/aup and incorporated herein by reference. The AUP covers prohibited content categories, rate limits, and channel-specific conduct requirements. Adaptive AI may update the AUP with 14 days' notice. Material changes to the AUP that restrict Customer's current use are treated as material amendments under §13.3.

15. Beta Features

Adaptive AI may offer features designated as "Beta," "Preview," or "Experimental." Beta features: (a) may not be covered by the SLA; (b) may be modified or discontinued without notice; and (c) are provided AS IS without warranty. Customer's use of Beta features is voluntary. Feedback on Beta features is governed by §6.3.

16. Contact Information