For purposes of this Agreement, the following terms have the meanings set forth below:
Subject to your compliance with this Agreement, Company grants you a non-exclusive, non-transferable, revocable, limited license during the subscription term to:
2.1 AI-Generated Outputs
Subject to the terms of this Agreement, you own the outputs generated by the AI Technology based on your inputs, except to the extent such outputs incorporate Company's pre-existing intellectual property or third-party content.
2.2 Responsible AI Practices
Company implements responsible AI practices including bias mitigation, transparency measures, and human oversight mechanisms. However, you acknowledge that AI systems may produce inaccurate, incomplete, or biased results and agree to implement appropriate review processes.
You are responsible for:
You may not:
4.1 Company IP
The Services, including all software, AI models, algorithms, and Documentation, constitute Company's proprietary intellectual property or that of its licensors. No title or ownership rights are transferred to you under this Agreement.
4.2 Customer IP
You retain all rights in your Customer Data. By using the Services, you grant Company a limited license to process Customer Data solely to provide the Services and as described in this Agreement.
4.3 Feedback
Any feedback, suggestions, or improvements you provide regarding the Services may be used by Company without restriction or compensation.
5.1 Uptime Commitment
Company will use commercially reasonable efforts to maintain 99.5% uptime for the Services, measured monthly, excluding scheduled maintenance and circumstances beyond Company's control.
5.2 Support
Company will provide technical support during normal business hours (9 AM - 6 PM CST, Monday through Friday, excluding holidays). Support response times are: (i) Critical issues: 4 hours; (ii) High priority: 24 hours; (iii) Normal priority: 48 hours.
6.1 Limited Warranty
Company warrants that the Services will perform substantially in accordance with the Documentation under normal use. This warranty does not apply to issues caused by misuse, modifications, or third-party integrations.
6.2 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. COMPANY DOES NOT WARRANT THAT AI-GENERATED OUTPUTS WILL BE ACCURATE, COMPLETE, OR ERROR-FREE.
7.1 Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY'S TOTAL LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE LOWER OF: (I) THE FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (II) ONE THOUSAND DOLLARS ($1,000).
7.2 Excluded Damages
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, USE, OR GOODWILL, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.3 Exceptions
The limitations in this Section 7 do not apply to: (i) Company's gross negligence or willful misconduct; (ii) violations of intellectual property rights; (iii) breaches of confidentiality obligations; (iv) data security breaches caused by Company's failure to implement reasonable security measures; or (v) Company's indemnification obligations.
8.1 Company Indemnification
Company will defend, indemnify, and hold you harmless from third-party claims that the Services infringe a valid patent, copyright, or trademark, provided you promptly notify Company of such claims and cooperate in the defense. Company's obligations are subject to a liability cap of twenty-four (24) months of fees paid under this Agreement for IP-related claims.
8.2 Customer Indemnification
You will defend, indemnify, and hold Company harmless from claims arising from: (i) your use of the Services in violation of this Agreement; (ii) your Customer Data; (iii) your violation of applicable laws; or (iv) your modification of the Services.
9.1 Term
This Agreement commences when you first access the Services and continues until terminated in accordance with this Section.
9.2 Termination for Cause
Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice.
9.3 Termination for Convenience
Either party may terminate this Agreement at any time with thirty (30) days' written notice.
9.4 Effect of Termination
Upon termination: (i) your access to the Services will cease; (ii) you must cease all use of the Services and destroy all copies of Company materials; (iii) Company will delete Customer Data in accordance with Section 3.2; and (iv) accrued obligations will survive termination.
9.5 Survival
The following sections survive termination: Definitions, Intellectual Property, Warranties and Disclaimers, Limitation of Liability, Indemnification, and Governing Law.
You agree to comply with all applicable laws, including export control laws and regulations. You represent that you are not located in, or a national of, any country subject to U.S. government embargo or designated as a "terrorist supporting" country, and that you are not on any U.S. government list of prohibited or restricted parties.
11.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to conflict of law principles.
11.2 Jurisdiction
Any legal action or proceeding arising under this Agreement shall be brought exclusively in the federal or state courts located in Harris County, Texas, and the parties hereby consent to personal jurisdiction and venue therein.
11.3 Alternative Dispute Resolution
Before filing any lawsuit, the parties agree to attempt to resolve disputes through good faith negotiation for thirty (30) days. If unsuccessful, disputes may be resolved through binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association.
12.1 Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and communications relating to the subject matter hereof.
12.2 Amendments
Company may update this Agreement from time to time by posting a revised version on its website. Material changes will be communicated with thirty (30) days' notice.
12.3 Assignment
You may not assign this Agreement without Company's prior written consent. Company may assign this Agreement to any affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.
12.4 Severability
If any provision of this Agreement is held unenforceable, the remainder shall remain in full force and effect.
12.5 Force Majeure
Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control.
For questions regarding this Agreement, please contact:
Adaptive AI LLC
Contact: Saum Mathur
Email: legal@adaptiveai.com
Address: Houston, Texas
Last updated: August 19, 2025
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