This Terms of Service (this “Agreement”) is a legal agreement between you, the individual or entity that has agreed to pay for the rights granted herein (“you” or “Customer”), and Adaptive ML, Inc., a Delaware corporation (“Adaptive”). This Agreement consists of (i) this Terms of Service and (ii) any order forms, statements of work, purchase orders, or other documents that reference this Terms of Service (each an “Order Form”). This Agreement governs Customer’s possession and use of Adaptive’s platform for training, deploying, and evaluating large language models (the “Adaptive Engine Platform”) and the Documentation (as defined below). The Adaptive Engine Platform may be made available to Customer either as the Adaptive Engine Cloud Platform or Adaptive Engine Self-Hosted Platform, as described further below.
PLEASE REVIEW THE TERMS OF THIS AGREEMENT CAREFULLY. ONCE ACCEPTED, THIS WILL BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND ADAPTIVE. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT USE THE ADAPTIVE ENGINE PLATFORM OR DOCUMENTATION. IF YOU ARE ACCESSING OR USING THE ADAPTIVE ENGINE PLATFORM ON BEHALF OF YOUR COMPANY, YOU REPRESENT THAT YOU ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY.
The following terms, when used in this Agreement will have the following meanings:
“Adaptive Engine Cloud Platform” means the version of the Adaptive Engine Platform that is made available to Customer on a software-as-a-service basis.
“Adaptive Engine Self-Hosted Platform” means the version of the Adaptive Engine Platform that is made available to Customer for use on Customer Infrastructure.
“Confidential Information” means any information disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information that (a) is in the public domain through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
“Customer Data” means any models, data, content or materials that Customer (including its Users) uploaded or provided to or otherwise developed by or on behalf of Customer in connection with its use of the Adaptive Engine Platform.
“Customer Infrastructure” means Customer-managed cloud infrastructure or other on-premise infrastructure needed to host, access, or otherwise use the Adaptive Engine Self-Hosted Platform, including as outlined in the Documentation.
“Documentation” means Adaptive’s then-current standard usage documentation for the Adaptive Engine Platform.
“Free Access Subscriptions” means limited access to the Adaptive Engine Platform that Adaptive makes available to Customer free of charge.
“Professional Services” means user training, implementation or other professional services that Adaptive furnishes to Customer related to the Adaptive Engine Platform, as set forth in a statement of work that references this Agreement and is entered into by the parties (each an, “SOW”).
“Reseller” means a third party authorized by Adaptive to promote, distribute, and/or resell the Adaptive Engine Platform.
“Subscription Metrics” means the metrics used to determine Customer’s access and use of the Adaptive Engine Platform, including but not limited to, number of Users, usage limitations, or other mutually agreed criteria as set out in an Order Form.
“Subscription Term” means the period during which Customer is entitled to use the Adaptive Engine Platform as outlined in the applicable Order Form.
“Third Party Platform” means any third party service or platform not provided by Adaptive that Customer elects to use with the Adaptive Engine Platform.
“User” means anyone that Customer allows to use its accounts for the Adaptive Engine Platform, consisting of Customer’s employees and contractors acting for the benefit of Customer.
Access to Adaptive Engine Platform. Subject to Customer’s compliance with the terms and conditions of this Agreement (including payment of any applicable Fees (as defined below)), during the Subscription Term, Adaptive will:
For Subscriptions to the Adaptive Engine Cloud Platform. Grant Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Adaptive Engine Cloud Platform for Customer’s internal business purposes in accordance with the applicable Subscription Metrics.
For Subscriptions to the Adaptive Engine Self-Hosted Platform. Grant Customer a non-exclusive, non-transferable, non-sublicensable right to install and use the Adaptive Engine Self-Hosted Platform on the Customer Infrastructure for Customer’s internal business purposes in accordance with the applicable Subscription Metrics.
Customer Responsibilities.
Customer acknowledges that Adaptive’s provision of the Adaptive Engine Platform is dependent on Customer providing all reasonably required cooperation (including the prompt provision of personnel, cooperation and materials as reasonably required and any other access or information as may be specified in the applicable Order Form, including provision of self-generated usage reports), and Customer will provide all such cooperation in a diligent and timely manner.
Customer will (i) be responsible for all use of the Adaptive Engine Platform under its account, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Adaptive Engine Platform and notify Adaptive promptly of any such unauthorized access or use or any other known or suspected breach of security or misuse of the Adaptive Engine Platform, and (iii) be responsible for obtaining and maintaining any equipment (including, with respect to the Adaptive Engine Self-Hosted Platform, GPUs), software and ancillary services needed to connect to, access or otherwise use the Adaptive Engine Platform, including as set forth in the Documentation or Order Form (as defined below). Customer will be solely responsible for its failure to maintain such equipment, software and services, and Adaptive will have no liability for such failure. As between the parties, Customer is responsible for the content and accuracy of all Customer Data.
Unless otherwise agreed upon by Adaptive, Customer will not use the Adaptive Engine Platform to transmit or provide to Adaptive any financial or medical information of any nature, or any sensitive personal data (e.g., social security numbers, driver’s license numbers, birth dates, personal bank account numbers, passport or visa numbers and credit card numbers).
Protection of Customer Data. With respect to subscriptions for the Adaptive Engine Cloud Platform, Adaptive will maintain administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. With respect to subscriptions to the Adaptive Engine Self-Hosted Platform, Customer will be responsible for securing and protecting any Customer Data and the corresponding Customer Infrastructure.
Professional Services. If applicable, Adaptive will perform Professional Services as described in a SOW, which may identify additional terms or milestones for the Professional Services. Customer will give Adaptive timely access to Customer Data or other materials reasonably needed for Professional Services, and Adaptive will use the Customer Data and materials only for purposes of providing Professional Services. Unless otherwise specifically identified in the corresponding SOW as a Customer-Owned Deliverable, ownership of any code or other deliverables will be retained by Adaptive and constitute the Adaptive Engine Platform that is licensed to Customer in accordance with Section 2.1. “Customer-Owned Deliverables” means any work product, reports or other deliverables provided by Adaptive to Customer, including any models trained by Adaptive for or on behalf of Customer, and specifically identified in an SOW as being intended to be owned by Customer.
Fees. Customer will pay Adaptive the fees set forth in the applicable Order Form (the “Fees”). Customer will pay those amounts due and not disputed in good faith within thirty (30) days of the date of receipt of the applicable invoice (the “Payment Period”), unless a specific date for payment is set forth in such Order Form, in which case payment will be due on the date specified. Except as otherwise specified herein or in any applicable Order Form, (a) fees are quoted and payable in United States dollars and (b) payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable.
Late Payment. Adaptive may suspend access to the Adaptive Engine Platform immediately upon notice if Customer fails to pay any amounts hereunder at least five (5) days past the applicable due date. If Adaptive has not received payment within five (5) days after the applicable due date, interest will accrue on past due amounts at the rate of one percent (1%) per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is received by Adaptive.
Taxes. All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively “Taxes”). Customer will be solely responsible for payment of all Taxes, except for those taxes based on the income of Adaptive. Customer will not withhold any taxes from any amounts due to Adaptive.
Purchase through Reseller. If Customer purchases a subscription for the Adaptive Engine Platform through a Reseller, the pricing and payment terms are between Customer and Reseller (“Reseller Terms”). Customer acknowledges: (a) all payments for the Adaptive Engine Platform procured via a Reseller will be made directly to the Reseller and per the Reseller Terms, and (b) if a Reseller notifies Adaptive of its right to terminate or suspend access or use of the Adaptive Engine Platform, Adaptive may terminate or suspend such access or use. Adaptive will not be liable to Customer or any third party for any liabilities, claims, or expenses arising from or relating to any applicable Reseller Terms.
Proprietary Rights. As between the parties, (i) Adaptive exclusively owns all right, title and interest in and to the Adaptive Engine Platform, any deliverables created in connection with any Professional Services, System Data and Adaptive’s Confidential Information, and (ii) Customer exclusively owns all right, title and interest in and to the Customer Infrastructure, Customer Data and Customer’s Confidential Information. “System Data” means data collected by Adaptive in connection with the Adaptive Engine Cloud Platform that may be used to generate logs, statistics or reports regarding the performance, availability, usage, integrity or security of the Adaptive Engine Cloud Platform.
Feedback. Customer may from time to time provide Adaptive suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Adaptive Engine Platform. Adaptive will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Adaptive will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services. All Feedback is provided “AS IS” and Adaptive will not publicly identify Customer as the source of Feedback without Customer’s permission.
Product Improvement and Aggregated Statistics. To the extent Customer is using the Adaptive Engine Cloud Platform, Customer agrees that, notwithstanding anything herein, Adaptive is hereby granted the right to aggregate, collect, retain and analyze data and information relating to the performance and usage of the Adaptive Engine Cloud Platform and will be free (during and after the term hereof) to (i) use such data and information to improve Adaptive’s products and services, and (ii) disclose such data and information solely in aggregated and anonymized format that does not identify Customer or any individual.
Confidentiality. Each receiving party agrees that it will use the Confidential Information of the disclosing party solely in accordance with the provisions of this Agreement and it will not disclose the same directly or indirectly to any third party without the disclosing party’s prior written consent, except as otherwise permitted hereunder. However, the receiving party may disclose such Confidential Information (a) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section 5, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.
Technology Restrictions. Customer will not directly or indirectly: (a) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Adaptive Engine Platform; (b) attempt to probe, scan or test the vulnerability of the Adaptive Engine Platform, breach the security or authentication measures of the Adaptive Engine Platform without proper authorization or wilfully render any part of the Adaptive Engine Platform unusable; (c) use or access the Adaptive Engine Platform to develop a product or service that is competitive with Adaptive’s products or services or engage in competitive analysis or benchmarking; (d) transfer, distribute, resell, lease, license, or assign the Adaptive Engine Platform or otherwise offer the Adaptive Engine Platform on a standalone basis, use the Adaptive Engine Platform in an application service provider or managed service provider environment, or copy the Adaptive Engine Platform onto any public or distributed network, except for an internal and secure private cloud computing environment; or (e) otherwise use the Adaptive Engine Platform in violation of applicable law (including any export law) or outside the scope expressly permitted hereunder and in the applicable Order Form.
Mutual Warranties. Each party warrants that it has the legal power and authority to enter into this Agreement.
Adaptive Warranties. During the Subscription Term, Adaptive warrants that the Adaptive Engine Platform will perform as described in the Documentation in all material respects (the “Performance Warranty”). Adaptive will use reasonable efforts to correct a verified breach of the Performance Warranty reported by Customer. If Adaptive fails to do so within sixty (60) days after Customer’s warranty report, then either party may terminate this Agreement as it relates to the non-conforming Adaptive Engine Platform, in which case Adaptive will provide Customer a pro rata refund of any prepaid subscription fees received by Adaptive and corresponding to the terminated portion of the applicable Subscription Term. To receive these remedies, Customer must report a breach of warranty in reasonable detail within thirty (30) days after discovering the issue in the Adaptive Engine Platform. This Section sets forth Customer’s sole and exclusive remedies and Adaptive’s sole and exclusive liability for breach of the Performance Warranty.
Customer Warranties. Customer warrants that it has all rights necessary to provide any information, data or other materials that it provides hereunder, and to permit Adaptive to use the same as contemplated hereunder.
DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE ADAPTIVE ENGINE PLATFORM, ALL UPDATES AND ALL PROFESSIONAL SERVICES PROVIDED BY ADAPTIVE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ADAPTIVE DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT THE ADAPTIVE ENGINE PLATFORM IS INTENDED TO AUGMENT THE EFFICIENCY OF, BUT NOT REPLACE, CUSTOMER’S ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING SYSTEMS AND PROCESSES. ADAPTIVE DOES NOT REPRESENT OR WARRANT THAT THE ADAPTIVE ENGINE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. ADAPTIVE IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY PLATFORMS AND DOES NOT GUARANTEE THE CONTINUED AVAILABILITY THEREOF.
BETA PRODUCTS. FROM TIME TO TIME, CUSTOMER MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH ADAPTIVE WHERE CUSTOMER GETS TO USE ALPHA OR BETA PRODUCTS, FEATURES OR DOCUMENTATION (COLLECTIVELY, “BETA PRODUCTS”) OFFERED BY ADAPTIVE. THE BETA PRODUCTS ARE NOT GENERALLY AVAILABLE AND ARE PROVIDED “AS IS”. ADAPTIVE DOES NOT PROVIDE ANY INDEMNITIES, SERVICE LEVEL OR SUPPORT COMMITMENTS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION THERETO. CUSTOMER OR ADAPTIVE MAY TERMINATE CUSTOMER’S ACCESS TO THE BETA PRODUCTS AT ANY TIME.
Indemnity by Adaptive. Adaptive will defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Adaptive Engine Platform as permitted hereunder infringes or misappropriates a United States patent, copyright or trade secret and will indemnify Customer for any damages finally awarded against Customer (or any settlement approved by Adaptive) in connection with any such Claim; provided that (a) Customer will promptly notify Adaptive of such Claim, in no event later than thirty (30) days after Customer becomes aware of such Claim, (b) Adaptive will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Adaptive may not settle any Claim without Customer’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Customer of all related liability) and (c) Customer reasonably cooperates with Adaptive in connection therewith. If the use of the Adaptive Engine Platform by Customer has become, or in Adaptive’s opinion is likely to become, the subject of any claim of infringement, Adaptive may at its option and expense (i) procure for Customer the right to continue using and receiving the Adaptive Engine Platform as set forth hereunder; (ii) replace or modify the Adaptive Engine Platform to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate the applicable Order Form and provide Customer a pro rata refund of any prepaid subscription fees received by Adaptive and corresponding to the terminated portion of the applicable Subscription Term. Adaptive will have no liability or obligation with respect to any Claim if such Claim is caused in whole or in part by (A) designs, guidelines, configurations, plans or specifications provided by Customer; (B) use of the Adaptive Engine Platform by Customer not in accordance with this Agreement; (C) modification of the Adaptive Engine Platform by or on behalf of Customer; (D) Customer Data, (E) the combination, operation or use of the Adaptive Engine Platform with other products or services where the Adaptive Engine Platform would not by itself be infringing, or (F) any failure by Customer to use a non-infringing workaround or modification provided by Adaptive that does not materially adversely affect the functionality or availability of the Adaptive Engine Platform (clauses (A) through (F), “Excluded Claims”). This Section states Adaptive’s sole and exclusive liability and obligation, and Customer’s exclusive remedy, for any claim of any nature related to infringement or misappropriation of third party intellectual property.
Indemnity by Customer. Customer will indemnify, defend and hold harmless Adaptive from any damages, losses, expenses, costs or liabilities incurred by Adaptive in connection with any claim, action, suit or proceeding brought against Adaptive by a third party arising from or related to (a) Customer’s violation of any applicable law, (b) Customer’s misuse of the Adaptive Engine Platform, (c) Customer’s breach of the terms of this Agreement, or (d) any Excluded Claim; provided that Adaptive will promptly notify Customer of such Claim, in no event later than thirty (30) days after Adaptive becomes aware of such Claim.
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, INTERRUPTION OF BUSINESS, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOW OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) EXCLUDING CUSTOMER’S PAYMENT OBLIGATIONS, ANY AGGREGATE DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
Term. The term of this Agreement will commence on the Subscription Start Date outlined in the initial Order Form and continue until terminated as set forth herein. If there are no active Order Forms, this Agreement may be terminated by either party upon written notice to the other party.
Subscription Term. The initial Subscription Term and any applicable renewal Subscription Term will commence and expire following the start date and end date outlined in the Order Form. Unless otherwise specified in an Order Form, a Subscription Term will automatically renew for one (1) year on the same terms, unless either party gives the other party written notice (email is sufficient) of non-renewal at least thirty (30) days before the end of the relevant Subscription Term.
Suspension. In the event of Customer’s breach of this Agreement, Adaptive may, in its reasonable discretion, suspend Customer’s access to or use of the Adaptive Engine Platform. Notwithstanding the foregoing, Adaptive will use good-faith, reasonable efforts, unless the circumstances dictate otherwise, to reasonably notify Customer via email before taking the foregoing actions.
Termination for Cause. Each party may also terminate this Agreement or the applicable Order Form upon written notice in the event (a) the other party commits any material breach of this Agreement or the applicable Order Form and fails to remedy such breach within thirty (30) days after written notice of such breach or (b) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party become the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days.
Effect of Termination. Upon the termination of this Agreement for any reason: (a) all outstanding Order Forms and any rights to access and use the Adaptive Engine Platform will automatically terminate; (b) Customer will immediately cease access and use of the Adaptive Engine Platform; and (c) all outstanding payment obligations of Customer will become due and payable immediately.
Customer Data Retrieval. Upon Customer’s written request made on or prior to expiration or termination of the applicable Order Form, Adaptive will give Customer limited access to the Adaptive Engine Cloud Platform for a period of up to thirty (30) days after such expiration or termination, at no additional cost, solely for purposes of retrieving Customer Data stored by Adaptive. Subject to such retrieval period and Adaptive’s legal obligations, Adaptive has no obligation to maintain or provide any Customer Data.
Survival. The Sections titled “Fees and Payment,” “Proprietary Rights”, “Confidentiality; Restrictions”, “Disclaimers”, “Effect of Termination,” “Indemnification,” “Limitation of Liability,” and “Miscellaneous” will survive any termination of this Agreement.
Adaptive reserves the right, at its sole discretion, to change or modify portions of this Agreement at any time. If Adaptive does this, it will post the changes on this page and will update the “Last Revised” date at the top of the page of this Agreement. Adaptive will also use commercially reasonable efforts to notify Customer of any material changes prior to any such material changes taking effect by email via the email address associated with Customer’s account, or through other reasonable means. Customer’s continued use of the Adaptive Engine Platform after the date any such changes become effective constitutes Customer’s acceptance of the new Agreement. If any change to this Agreement is not acceptable to Customer, Customer’s only remedy is to stop using the Adaptive Engine Platform.
Adaptive provides the Adaptive Engine Platform, including related software and technology, for ultimate federal government end use solely in accordance with the terms of this Agreement. If Customer is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Adaptive Engine Platform, or any related documentation of any kind, including technical data, software, and manuals, is restricted by the terms of this Agreement. All other use is prohibited and no rights than those provided in this Agreement are conferred. The Adaptive Engine Platform was developed fully at private expense.
This Agreement will be governed by the laws of the State of Delaware, exclusive of its rules governing choice of law and conflict of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms. This Agreement comprises the entire agreement between Customer and Adaptive with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by Adaptive, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties. Neither party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control, including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree. As part of Adaptive’s sales and marketing efforts, Adaptive may publicly identify Customer by name as a Customer and may describe the services provided to Customer in general and Customer hereby grants Adaptive a non-exclusive license to use and reproduce Customer’s name, logos and trademarks as part of such sales and marketing efforts, including in case studies. Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns. Any notices in connection with this Agreement will be in writing and sent, if to Customer, to the address specified on the corresponding Order Form and if to Adaptive, to the address set forth in Section 13 below, or, in each case, such other address as may be properly specified by written notice hereunder. For purposes hereof, “including” means “including without limitation”.
Please contact Adaptive at contact@adaptive-ml.com and 1111b S Governors Ave, Ste 6961, Dover, DE, 19904, United States to report any violations of this Agreement or to pose any questions regarding this Agreement or the Adaptive Engine Platform.