Table of contents

DEFINITIONS
RIGHTS AND LIMITATIONS ON USE
FREE TRIALS, ORDERS, FEES, PAYMENT, AND FREE CUSTOMER ACCOUNTS
TERM AND TERMINATION
CUSTOMER DATA AND ACCOUNT
WARRANTIES, WARRANTY DISCLAIMER, AND INDEMNIFICATION
LIMITATION OF LIABILITY
ADDITIONAL TERMS

THIS IS A LEGAL AGREEMENT BETWEEN CUSTOMER AND ADAVEN. CUSTOMER AND ADAVEN MAY EACH BE REFERRED TO AS A “PARTY” AND COLLECTIVELY AS THE “PARTIES”. BY ACCESSING AND/OR USING THE SERVICE, CUSTOMER IS AGREEING, ON BEHALF OF AN INDIVIDUAL AND/OR A LEGAL ENTITY, TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

1. DEFINITIONS

As used in the Agreement, the following defined terms shall apply:

1.1. Affiliate means, with respect to a Party, any entity that directly or indirectly Controls, is Controlled by, or is under common Control with such Party, where “Control” and the correlative terms “Controls” and “Controlled” means the power, directly or indirectly, to direct, or to cause the direction of, the management and policies of an entity, through majority ownership of voting securities or equity interests.

1.2. Agreement means these Terms of Service and any other documents incorporated herein by reference.

1.3. Customer means the legal entity or individual that has ordered the Service from Adaven.

1.4. Customer Account means an account for Customer that is required to access and use the Service.

1.5. Customer Data means all data or information submitted by or on behalf of Customer to the Service, but does not include Aggregated Anonymous Data.

1.6. Fees means all Adaven fees and charges applicable to the Service.

1.7. Order means any initial or subsequent ordering document, auto-renewal (if applicable and Customer has not provided timely notice of non-renewal), and/or online request by Customer for access to the Service submitted to Adaven, a Adaven authorized reseller, and/or through Adaven product websites.

1.8. Service means the generally available Adaven Software-as-a-Service (“SaaS”) offering inclusive of any services delivered by Adaven through any unified, hosted Adaven service delivery platform, including any on-premises components (e.g., client software, tools), and Updates, all as further described in the Service Description, as well as technical support services. Adaven may update the Service with Updates at any time in its sole discretion. The Service is of an electronic nature delivered remotely via a technology infrastructure and with minimal or no human intervention.

1.9. Service Description means the overview of and other terms applicable to the Service, as amended from time to time, as found in the Service documentation.

1.10. Subscription means Customer’s paid subscription to the Service pursuant to the applicable Order or Order Form.

1.11. Subscription Term means the then-current initial term or renewal term of the applicable Subscription during which Customer’s Users are authorized to use or access the Service pursuant to the terms set forth in this Agreement, unless earlier terminated as set forth in Section 3 below.

1.12. Taxes means all applicable taxes on the Service (including but not limited to withholding tax, sales tax, services tax, value-added tax (VAT), goods and services tax (GST), and tariffs and/or duties) imposed by any government entity or collecting agency based on the Service.

1.13. Updates means any corrections, bug fixes, features or functions added to or removed from the Service but shall not include any new Service(s) not generally included with the Service purchased by Customer.

1.14 User means an individual that is authorized by Customer to access the Service under Customer’s account through Customer’s provision of a single User ID and password combination. Users may be provisioned licenses by Customer as Full Users or Limited Users, the rights and privileges of which are defined at https://aim-link.helplook.com, and may include Customer’s or Customer’s Affiliates’ employees, representatives, and agents. Customer shall purchase license subscription(s) to the Service for each User assigned a Full User license and may purchase additional Limited User licenses for accessing the Service (each, a “Subscription”).

1.15. Adaven means Adaven Consulting, Inc., a Canadian Corporation.

1.16. Adaven Marks means any name, logo, or mark belonging to Adaven or its Affiliates.

1.16. Adaven Materials means any material(s) that Adaven provides to Customer as part of, or in the course of providing, the Service, or the consulting services, provided that Customer Data presented back to the Customer as a result of using the Service (which shall remain Customer Data).

2. RIGHTS AND LIMITATIONS ON USE

2.1. Right to Use Service for Business. Subject to these terms, Adaven, with the assistance of Adaven third-party service providers including its subcontractors and Affiliates, will provide the Service set forth in any Order Form or Order that Adaven has accepted in accordance with this Agreement. Customer acknowledges that the Service are not intended for use by consumers and are only for business and professional purposes as expressly granted in this Agreement. Adaven hereby grants Customer a limited, personal, non-exclusive, non-sublicensable, non-transferable worldwide license to use the Service up to the number of Users purchased for the applicable Subscription or as otherwise authorized to use or access the Service pursuant to the terms set forth in this Agreement. Technical support for the Service is provided as set forth at https://api.whatsapp.com/send?phone=19124841016&text=Hello

as may be amended from time to time without notice. Updates to the Service are managed by Adaven and included in the Fees. Customer shall use the then-current version of the Service, including any Updates, as made available by Adaven. To the extent that Customer’s Affiliates use the Service, Customer warrants that it has the authority to bind those Affiliates and that Customer will be liable to Adaven in the event any Customer Affiliate fails to comply with this Agreement. Customer may purchase Adaven consulting services in support of its Subscription. With respect to Adaven consulting services, all intellectual property rights in all deliverables, pre-existing works and derivative works of such pre-existing works, as well as developments made, conceived, created, discovered, invented, or reduced to practice in the performance of the consulting services are and shall remain the sole and absolute property of Adaven, subject to a worldwide, non-exclusive license to Customer for internal use during the Subscription Term. At its sole discretion, Adaven may modify or discontinue any part of the Service (including without limitation, the availability of any feature) at any time.

2.2. Limitations on Use. Except to the extent permitted by applicable law, Customer and its Users shall not: (i) modify, copy, display, republish, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or attempt to decipher any code relating to the Service and/or Adaven technology; (ii) modify, copy or create derivative works of any Adaven Materials; (iii) knowingly or negligently access or use the Service in a manner that abuses or disrupts the Adaven networks, security systems, customer accounts, or Service of Adaven or services of any third party, or attempt to gain unauthorized access to any of the above through unauthorized means; (iv) transmit through or post on the Service any material that is deemed abusive, harassing, obscene, slanderous, fraudulent, libelous or otherwise unlawful or tortious, including material harmful to children or violative of third-party privacy rights; (v) market, offer to sell, and/or resell the Service without Adaven’s prior written authorization (but the Service may be used by Customer in support of Customer’s proprietary service offering(s)); (vi) if Customer is a Adaven competitor, use the Service directly or indirectly for competitive benchmarking or other competitive analysis; (vii) allow User licenses to be shared or used by more than one individual (except that User licenses may be reassigned to new Users replacing individuals who no longer use or access the Service through a Customer Account for any purpose; (viii) probe, scan or test the vulnerability of any system or network or breach or circumvent any security or authentication measure; (ix) access or search the Service by any means other than Adaven’s publicly supported interfaces (e.g., “scraping”); (x) impersonate another person or entity, or misrepresent an affiliation with a person or entity (e.g., “spoofing” or “phishing”); (xi) send unsolicited communications, promotions, advertisements or spam by using, or in connection with, the Service; (xii) violate any content or use policies Adaven may implement and provide Customer notice of from time to time.

2.3. Inappropriate Use and Content. Neither Customer nor its Users may submit or post any Customer Data to the Service or otherwise make use of the Service in a manner that: (i) violates any applicable law (including export control laws and regulations), Adaven’s or any third party’s intellectual property rights, or anyone’s right of privacy or publicity; (ii) is deceptive, fraudulent, illegal, obscene, defamatory, disparaging, libelous, threatening, or pornographic (including child pornography, which, upon becoming aware of, Adaven will remove and report to law enforcement, including the National Center for Missing and Exploited Children); (iii) constitutes hate speech, harassment, or stalking; (iv) criticizes, berates or attacks others based on their race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability or medical condition; (v) contains any personal information of minors under the age of 16; (vi) sends or stores information deemed “sensitive” or “special” under applicable law, including but not limited to financial and bank account information, payment card information, social security numbers, government-issued identification numbers, health information, biometric or genetic information, personal information collected from children under the age of 16, geo-location information of individuals or information about an individual’s racial or ethnic origin, trade union membership, sex life or sexual orientation, political opinions or religious or philosophical beliefs, or any special category data as defined under the General Data Protection Regulation; (vii) contains viruses, bots, worms or similar harmful materials; or (viii) contains any information that Customer does not have a right to make available under law or any contractual or fiduciary duty, or could otherwise cause damage to Adaven or any third party.

2.4. Violations of Limitations on or Inappropriate Use and Content. If Customer becomes aware or receives notice from Adaven or a third party that any Customer Data or any User’s access to or use of Customer Data violates Section 2.2 or Section 2.3, Customer must take immediate action to remove the applicable part of the Customer Data and/or to suspend the User’s access to the Service, as applicable. Adaven may ask Customer to remediate such violation and, if Customer fails to comply with such request, Adaven may suspend or terminate the User’s access to the Service and/or suspend Customer’s access to the Service pursuant to Section 8.7.

2.5. Proprietary Rights. Except for the limited use rights expressly granted herein, Customer has no right, title, or interest in or to the Service, Adaven Materials, or any other Adaven technology, including Adaven Marks or any intellectual property rights related thereto.

2.6. Open-Source Software. Notwithstanding anything to the contrary in this Agreement, Customer’s and its Users’ rights with respect to their use of Open-Source Software are governed exclusively by the applicable open-source license(s), not this Agreement.

3. FREE TRIALS, ORDERS, FEES, PAYMENT, AND FREE CUSTOMER ACCOUNTS

3.1. Free Trials. New Adaven customers are eligible to participate in a free trial. The free trial starts when a Customer creates a Customer Account and ends upon the later of (i) fourteen (14) days from the free trial start date, or (ii) a date agreed upon by Adaven in its sole discretion. During the free trial, certain Service and features may not be available. At any time during the free trial, a Customer may convert its free trial Customer Account into a paid Subscription by clicking the “Subscription” button within the Adaven console. Customer’s continued use of the Service after upgrading to a paid Subscription is subject to its ongoing compliance with this Agreement, and any free trial terms and conditions shall no longer apply. Customer can view the specific details of its Service plan by referencing the "Account Management - Subscription" page, available after logging into the Service. Customer may not receive notice or confirmation from Adaven that the free trial has ended or that the paid Subscription has begun.

3.2. General Terms and Billing. Adaven will bill and Customer agrees to pay Fees at the beginning and upon renewal of its Subscription, plus any applicable Taxes, unless and until Customer timely cancels its Subscription or Adaven terminates it. The Subscription will automatically renew for successive Subscription Terms unless either Party provides written notice of its intent not to renew prior to the expiration of the then-current Subscription Term. Adaven may adjust the Fees for any renewal term by providing at least sixty (60) days' written notice to the Customer before the renewal term begins. Such adjustments will not exceed the greater of (i) the then-current publicly available list price on Adaven’s website or (ii) five percent (5%) of the Fees from the prior Subscription Term, unless otherwise agreed in writing. Adaven will ensure that any fee adjustments comply with applicable Canadian laws and provide transparency to the Customer.Customer must cancel its Subscription before the Subscription renews to avoid incurring the next Subscription Term’s Fees. Fees may include Service-level changes as requested by Customer. Adaven will automatically bill Customer for each renewal period on the calendar day corresponding to the commencement of its Subscription. If Customer elects to upgrade its Service level or otherwise add any paid component or feature, Adaven will prorate the amount due based on the number of days remaining in Customer’s billing cycle; provided, however, that any such proration shall be based on Customer’s Service level or paid components or features in existence immediately prior to Customer’s election to upgrade or add paid components or features. If Customer downgrades its Service level, Customer may cause the loss of Customer Data or features for its Customer Account; Customer agrees Adaven shall not be liable for any such losses. Except to the extent required by applicable law (including, without limitation, Australian law), all purchases are final and ADAVEN DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL OR UNUSED SUBSCRIPTION PERIODS, OR WHERE CUSTOMER HAS ELECTED TO DOWNGRADE ITS SERVICE LEVEL OR OTHERWISE REMOVED ANY PAID COMPONENT OR FEATURE, OR FOR ANY FEATURE OR COMPONENT THAT CUSTOMER HAS PAID FOR BUT NOT USED.

3.3. Fee Increase Grace Period. Adaven may, in its sole discretion, offer a grace period during which Customer’s Fees will not increase for a certain period of time. If Customer does not accept the increase or addition to the existing Fees, Customer may elect to terminate its Subscription during the then-current billing period and Customer shall not be liable for such Fee increase after the applicable billing period; however, any later renewal of the Subscription will be subject to the increased Fees. If Customer’s payment method (e.g., credit or debit card) expires, Customer’s continued use of the Service authorizes Adaven to charge any updated payment method provided by Customer. Customer remains liable for any uncollected Fees.

3.4. Taxes. In connection with the purchase and/or use of the Service, Customer may be subject to Taxes, by any authority which has jurisdiction to impose such Taxes. Customer agrees that Customer is solely responsible for its obligation and payment of any such Taxes, and Customer agrees, unless otherwise required by applicable law, to indemnify Adaven to the extent that Adaven incurs any obligations or other liabilities in connection with such Taxes. Adaven’s failure to charge appropriate Taxes due to incomplete or incorrect information provided by Customer will not relieve Customer of its obligations under this Section 3.5.

3.5. Payment Fees. If Customer makes any payment via credit card, foreign currency, or wire transfer, all associated credit card fees, currency exchange fees, and outgoing and incoming bank fees (including, without limitation, Customer’s bank fees and Adaven’s bank fees) (collectively with credit card fees and currency exchange fees, “Payment Fees”) shall be Customer’s responsibility and shall be recoverable by Adaven from Customer. Customer may include such Payment Fees at the time of the payment to Adaven. However, if such Payment Fees are not included by Customer at the time of payment to Adaven, then Adaven shall be entitled to full reimbursement of such Payment Fees from Customer within sixty (60) days of any applicable payment initiated by Customer.

4. TERM AND TERMINATION

Adaven may, with or without prior notice, immediately terminate the Customer’s Account, Subscription, Subscription Term, and/or access to the Service. Such termination may be made in Adaven's sole and absolute discretion, with or without cause. Customer agrees that Adaven shall not be liable to Customer or any third party for any termination of its Customer Account, Subscription, Subscription Term, and/or access to the Service.

5. CUSTOMER DATA AND ACCOUNT

5.1. Customer Data. Customer retains all rights to any and all of its Customer Data, subject to a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to Adaven as necessary to provide the Service hereunder. Each Party shall apply reasonable technical, organizational, and administrative security measures, as appropriate relative to the Service, to keep Customer Data protected in accordance with industry standards, including those identified in Section 8.6 for Adaven. If Adaven reasonably believes a problem with the Service may be attributable to Customer Data or Customer’s use of the Service, Customer shall fully cooperate with Adaven to identify the source of and resolve the problem. Customer shall comply with all intellectual property laws and obligations related to the Customer Data, as well as all legal duties applicable to Customer by virtue of using the Service, including providing all required information and notices and obtaining all required consents. This Agreement states Adaven’s exclusive obligations with respect to care of Customer Data. Adaven will automatically delete any remaining Customer Data and Customer Account after such free account has been inactive for one-hundred-eighty (180) days. Customer must download Customer Data, if desired, prior to deletion by Adaven as stated herein.

5.2. Customer Account. Customer is solely responsible for (i) the configuration of its Customer Account; (ii) the operation, performance and security of Customer’s equipment, networks and other computing resources used to connect to the Service; (iii) ensuring all Users exit or log off from the Service at the end of each session in accordance with Customer’s session policy; (iv) maintaining the confidentiality of a Customer Account, User IDs, conference codes, passwords and/or personal identification numbers used in conjunction with the Service, including not sharing login information among Users; and (v) all uses of the Service that occur using Customer’s password or Account. Customer will notify Adaven immediately of any unauthorized use of its Customer Account or any other breach of security relating to Customer’s use of the Service. Customer will be liable for losses, damages, liability, expenses, and attorneys’ fees incurred by Adaven or a third party due to someone other than a User using a Customer Account. Ownership of a Customer Account is directly linked to the individual or entity that completes the registration process for such Customer Account. Customer acknowledges that Adaven will rely on the information provided by Customer to resolve issues arising with the Customer Account.

5.3. Customer Account Access/Instructions. The Customer Account owner and any authorized Users will have access to information in the Customer Account, subject to the account’s sharing settings. Adaven will not provide access to any other person or entity at any time, except with the Customer Account owner’s prior consent. Customer agrees that Adaven may rely on instructions given by the Customer Account owner either through the Account dashboard or via email from the address on file at Adaven for the Customer Account owner. Customer agrees not to request access to or information about an account that is not owned by the Customer. In the event of a dispute regarding Customer Account data, Adaven will only release information to persons other than the Customer Account owner pursuant to a court order or other notarized waiver and release as determined by Adaven. Customer is solely liable and responsible for understanding the settings, privileges, and controls for the Service and for controlling whom Customer permits to become a User and the settings and privileges for such User, including, without limitation, the right for a User to invite other Users (either paid or unpaid) to use Customer’s Service, the right to incur charges on the Customer Account, and the right to access, modify or share tasks or projects, etc. Customer is responsible for the activities of all of its Users, including orders they may place and how Users use the Customer Data, even if those Users are not from Customer’s organization or domain.

6. WARRANTIES, WARRANTY DISCLAIMER, AND INDEMNIFICATION

6.1. Adaven WARRANTS THAT THE SERVICE WILL MATERIALLY CONFORM TO THE SERVICE DESCRIPTION. Adaven’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY UNDER THIS WARRANTY WILL BE, IN Adaven’S SOLE DISCRETION AND SUBJECT TO APPLICABLE LAW, TO PROVIDE CONFORMING SERVICES OR TO TERMINATE THE NON-CONFORMING SERVICES, PROVIDE A PRORATED REFUND OF ANY UNUSED PREPAID FEES FROM THE PERIOD OF NON-CONFORMANCE, AND PROVIDE RELIEF FROM ANY SUBSEQUENT PAYMENTS DUE WITH RESPECT TO SUCH NON-CONFORMING SERVICES. Adaven SHALL PROVIDE CONSULTING SERVICES, IF PURCHASED, IN A PROFESSIONAL AND WORKMANLIKE MANNER. Adaven’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY UNDER THIS WARRANTY REGARDING CONSULTING SERVICES IS RE-PERFORMANCE OF THE CONSULTING SERVICES OR, IF RE-PERFORMANCE IS NOT POSSIBLE OR CONFORMING, THEN Adaven SHALL REFUND THE AMOUNT PAID FOR THE NON-CONFORMING CONSULTING SERVICES.

6.2. THE FOREGOING LIMITED WARRANTY DOES NOT COVER PROBLEMS RELATED TO THE SERVICE ARISING BY ACCIDENT, ABUSE OR USE IN A MANNER INCONSISTENT WITH THIS AGREEMENT OR RESULTING FROM EVENTS BEYOND Adaven’S REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, UNAVAILABILITY OF THE SERVICE OR USE OF THE SERVICE IN COMBINATION WITH A THIRD-PARTY NETWORK OR SYSTEM, HARDWARE, SOFTWARE, SERVICE OR DATA. USE OF THE SERVICE IS MADE AT CUSTOMER’S AND ITS USERS’ OWN RISK. THE SERVICE IS PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, Adaven AND ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, AND ANY CONDITIONS OF QUALITY, PERFORMANCE, AVAILABILITY, ACCURACY, COMPLETENESS, APPROPRIATENESS, RELIABILITY, COMPLIANCE WITH LAWS, NON-HARMFULLNESS, INOFFENSIVENESS, SECURITY, OR LACK OF VIRUSES, BUGS OR ERRORS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, THEREFORE SOME OF THE ABOVE EXCLUSIONS IN THIS SECTION 6.2 MAY NOT APPLY IF CUSTOMER IS LOCATED IN SUCH A JURISDICTION.

6.3. Customer represents and warrants that it is entitled to transfer the Customer Data to Adaven so that Adaven and its sub-processors and Affiliates may lawfully use, process, and transfer the Customer Data in accordance with this Agreement on Customer’s behalf.

6.4. Indemnification by Customer. CUSTOMER AGREES TO INDEMNIFY, DEFEND, AND HOLD Adaven, ITS AFFILIATES, AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, INVESTORS, CONTRACTORS, AND REPRESENTATIVES HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES, MADE IN CONNECTION WITH OR ARISING OUT OF CUSTOMER’S OR ITS USERS’ USE OF THE SERVICE INCLUDING CONNECTION TO THE SERVICE, VIOLATION OF THE TERMS, VIOLATION OF AN APPLICABLE LAW, SUBMISSION, POSTING, OR TRANSMISSION OF CUSTOMER CONTENT TO THE SERVICE, AND/OR VIOLATION OF ANY RIGHTS OF ANOTHER INDIVIDUAL OR ENTITY. Adaven RESERVES THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF SUCH DISPUTES, AND, IN ANY EVENT, CUSTOMER WILL COOPERATE WITH Adaven IN ASSERTING ANY AVAILABLE DEFENSES. CUSTOMER SHALL PAY ANY RESULTING JUDGMENT, OR SETTLEMENT, AND ALL COSTS, INCLUDING ALL REASONABLE ATTORNEY’S FEES, AND EXPENSES RELATED THERETO.

7. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR CUSTOMER’S INDEMNIFICATION OBLIGATIONS AND A BREACH BY CUSTOMER OF SECTION 2, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSSES, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, THOSE ARISING OUT OF OR RELATING TO: (i) LOSS OF DATA; (ii) LOSS OF INCOME; (iii) LOSS OF OPPORTUNITY; (iv) LOST PROFITS; AND (v) UNAVAILABILITY OR NON-PERFORMANCE OF ANY OR ALL OF THE SERVICE, IN EACH CASE, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR VIOLATION OF STATUTE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS IN THIS SECTION 7 MAY NOT APPLY IF CUSTOMER IS LOCATED IN SUCH A JURISDICTION.

TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR CUSTOMER’S INDEMNIFICATION OBLIGATIONS AND A BREACH BY CUSTOMER OF SECTION 2, THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY AND THEIR RESPECTIVE AFFILIATES, LICENSORS AND SERVICE PROVIDERS ARISING OUT OF THIS AGREEMENT AND/OR THE TERMINATION THEREOF SHALL BE LIMITED TO THE SUM OF THE AMOUNTS ACTUALLY PAID FOR THE APPLICABLE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY, OR, IN THE CASE OF Adaven CONSULTING SERVICES, THE AMOUNTS ACTUALLY PAID FOR THE APPLICABLE CONSULTING SERVICES. THE FOREGOING SHALL NOT LIMIT CUSTOMER’S OBLIGATIONS TO PAY ANY FEES AND/OR OTHER SUMS DUE TO Adaven. THE SERVICE DESCRIPTION MAY CONTAIN ADDITIONAL LIMITATIONS OF LIABILITY RELATED TO INDIVIDUAL SERVICE COMPONENTS.

8. ADDITIONAL TERMS

8.1. Free Trials Customer Accounts. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, Adaven PROVIDES FREE TRIALS CUSTOMER ACCOUNTS “AS IS”, “WITH ALL FAULTS”, “AS AVAILABLE”, AND WITHOUT WARRANTY.

8.2. “Beta,” “Tech Preview,” or Labs Services. The Service does not include “Beta,” “Tech Preview” or Labs services. Customer acknowledges that, notwithstanding anything to the contrary in this Agreement, ANY “Beta,” “Tech Preview” or Labs services are offered “AS-IS”, “WITH ALL FAULTS”, “AS AVAILABLE”, FOR INTERNAL DEMONSTRATION, TEST OR EVALUATION PURPOSES ONLY AND WITHOUT WARRANTY. Such services may contain bugs, errors, and other defects. Adaven does not make any representations, promises, or guarantees that such services will be publicly announced or made generally available. Adaven has no obligation to provide technical support or continued availability, and such services may be suspended or terminated at any time by Adaven in its sole discretion with or without notice to Customer.

8.3. Third-Party Products, Services or Content. The Service may contain features or functions that enable interoperation with third-party products, services, or content. Adaven may also provide access to third-party products, services, or content directly within the Service. Third-party products, services or content, and customer content in third-party services, are not part of the Service and are not warranted or supported by Adaven. Customer’s or its Users’ use of such third-party products, services or content is subject to the terms of the third-party provider. To the extent Customer or its Users authorize access or transmission of Customer Data through a third-party service, in no event will Adaven be responsible for any use, disclosure, modification or deletion of such Customer Data or for any act or omission on the part of such third-party provider or its services.

8.4. Copyright. Adaven reserves the right to delete or disable any Customer Data, including Adaven AI Output, allegedly infringing copyright(s); to require that Customer terminate the accounts of Users who are repeat copyright infringers; and to forward the information in any copyright-infringement notice to the User who allegedly provided the infringing content.

8.5. Aggregated Anonymous Data. Adaven may aggregate the metadata and usage data of Customer and/or its Users collected or otherwise made available through the Service so that the results are non-personally identifiable with respect to Customer and/or its Users (“Aggregated Anonymous Data”). Customer acknowledges that Adaven may perpetually use the Aggregated Anonymous Data (i) for its own internal, statistical analysis, (ii) to develop and improve the Service, and (iii) to create and distribute reports and other materials regarding use of the Service. For clarity, nothing in this Section 8.6 gives Adaven the right (or ability) to publicly identify Customer and/or its Users as the source of any Aggregated Anonymous Data.

8.6. Security and Privacy. Adaven’s Privacy Policy is hereby incorporated by reference and will incorporate any provisions not addressed in this Agreement. When providing the Service, Adaven will (i) implement and maintain the administrative, organizational, and technical security controls and (ii) process personal data on Customer’s behalf. The Adaven Information Security Addendum and the Adaven Data Processing Addendum are both incorporated herein by reference.

8.7. Suspension of Service. Adaven reserves the right to suspend Customer’s access to all or any portion of the Service if it determines, in its sole discretion, that (i) payment for the Service is not received within fourteen (14) days from the date on which payment is due; (ii) Customer’s or its Users’ use of the Service are in breach of this Agreement; (iii) Customer fails to timely address Adaven’s request to take action pursuant to Section 2.4; (iv) Customer’s use of the Service poses a security or other risk to the Service or to other users of the Service; or (v) suspension is required pursuant to a subpoena, court order or other legal process. Adaven agrees to notify Customer of any such suspension. Customer will remain responsible for all Fees incurred before or during any suspension. Adaven reserves the right, in its sole discretion, to impose reasonable Fees to, upon Customer request, restore archived data from delinquent accounts.

8.8. Voice and Data Charges; Customer Connectivity. Customer is responsible for all fees and charges imposed by Customer’s telephone carriers, wireless providers, and other voice and/or data transmission providers arising out of access to and use of the Service. If Customer’s broadband connection and/or telephone service fails, or Customer experiences a power or other failure or interruption, the Service may also cease to function for reasons outside of Adaven’s control.

8.9. Confidential Information. Customer agrees that Adaven Materials and Adaven technology are Adaven’s confidential information. Further, Customer agrees that it shall not disclose or use any of Adaven’s confidential information for any purpose outside the scope of this Agreement, except with Adaven’s prior written permission. Customer shall use Adaven’s confidential information, including the Adaven Materials and Adaven technology, only as expressly permitted in this Agreement.

8.10. Force Majeure. Notwithstanding anything to the contrary in this Agreement, neither Party will be responsible or have any liability for any delay or failure to perform its non-monetary obligations hereunder to the extent due to unforeseen circumstances or causes beyond its reasonable control, including but not limited to acts of God, earthquake, fire, flood, sanctions, embargoes, strikes, lockouts or other labor disturbances, civil unrest, failure, unavailability or delay of suppliers or licensors, riots, terrorist or other malicious or criminal acts, war, failure or interruption of the Internet or third-party internet connections or infrastructure, power failures, acts of civil and military authorities and severe weather (in each case, “Force Majeure”). The affected Party will give the other Party prompt written notice (when possible) of the failure to perform due to Force Majeure and use its reasonable efforts to limit the resulting delay in its performance.

8.11. Feedback. If Customer provides any comments, suggestions, possible improvements, or other feedback to Adaven regarding the Service or consulting services related to this Agreement (“Feedback”), Adaven may use such Feedback for any purpose without any compensation or obligation to Customer provided such use does not violate Adaven’s confidentiality obligations under this Agreement. Customer grants Adaven an irrevocable, worldwide, royalty-free, transferable, sublicensable, and perpetual license to use, modify, publish, and distribute such Feedback, as well as to make, have made, distribute, sell, offer to sell, display perform and otherwise exploit products and services that use such Feedback for any purpose without restriction.

8.12. Relationship of the Parties. The Parties are independent contractors and nothing in this Agreement creates a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between or among the Parties. Adaven may subcontract responsibilities under this Agreement but remains responsible for its breach of this Agreement by the acts or omissions of Adaven or its subcontractors. No person or entity not a Party to this Agreement will be deemed to be a third-party beneficiary of this Agreement or any provision hereof.

8.13. Eligibility and Scope. To use the Service, Customer represents and warrants that Customer is competent to enter into this Agreement and that Customer and its Users are each at least 18 years of age. If the laws where Customer or its Users reside require that Customer or its Users be older for Adaven to lawfully provide the Service to them and use their personal data without parental consent, then Customer or its Users must be that older age. If the representations and warranties above in this Section 8.13 are not true, or if Adaven has previously prohibited Customer or its Users from accessing or using the Service, Customer or such Users may not access or use the Service.

8.14. Assignment. Customer may not assign its rights or delegate its duties under this Agreement either in whole or in part without Adaven’s prior written consent, except that Customer may assign this Agreement in whole to one of Customer’s Affiliates, or to a successor in interest as part of a corporate reorganization, consolidation, merger, or sale of all or substantially all of its assets. Customer shall promptly provide notice to Adaven including documentation sufficient to evidence completion of any permitted assignment. Any attempted assignment in violation of the foregoing shall be void. This Agreement will bind and inure to the benefit of each Party and their respective successors and permitted assigns.

8.15. Export Restriction and Compliance with Laws. Customer acknowledges that the the Service and Adaven Materials are subject to export controls and economic sanctions laws, including but not limited to Canadian export control regulations under the Export and Import Permits Act (EIPA) and applicable U.S. laws, such as the Export Administration Regulations (EAR) and regulations administered by the Office of Foreign Assets Control (OFAC). Customers agree to comply with these laws and not to use or allow access to the Service or Adaven Materials in embargoed or sanctioned countries, regions, or by denied or sanctioned persons under Canadian or U.S. law without obtaining proper authorization. Both Parties agree to comply with all applicable laws and regulations relevant to their obligations under this Agreement.

8.16. Audit. To the extent permitted by applicable law, Customer agrees to allow Adaven to audit Customer’s compliance with this Agreement.

8.17. Notices. All legal notices required under this Agreement shall be in writing and delivered in person or by certified or registered express mail to the address last designated on the Customer Account or such other address as either Party may specify by notice to the other Party as provided herein. Notice shall be deemed given (i) upon personal delivery; (ii) if delivered by air courier or email, upon confirmation of receipt; or (iii) five (5) days after deposit in the mail. A copy of all legal notices from Customer to Adaven must also be sent to the email address __ZedHuang@aim.link. Adaven may provide Customer with general notices through in-product messaging or dashboards, which shall likewise be deemed effective immediately.

8.18. Entire Agreement; Order of Precedence; Modifications. The Agreement sets forth the entire agreement and understanding of the Parties relating to the Service and Customer Data and supersedes all prior and contemporaneous oral and written agreements. For any conflict between these terms and any supplementary BAA terms related to PHI, this Agreement shall control. Nothing contained in any other document submitted by Customer shall in any way add to or otherwise modify the Agreement or any Adaven license program terms under which an Order is submitted. Notwithstanding the foregoing, in the event of a conflict between this Agreement and an order form prepared solely by Adaven, referencing this Agreement as governing terms, and signed by the Parties (an “Order Form”), such Order Form shall control. Adaven may update or make changes to the terms of this Agreement from time to time for valid reasons, such as adding new functions or features to the Service, technical adjustments, corrections of typographical or other errors, for legal or regulatory reasons or for any other reasons as Adaven deems necessary, at its sole discretion, without notice (but the modified Agreement may be reviewed at https://aim.link/sys-nd/79.html and will be identified by the last updated date). Customer’s continued access to and use of the Service after the changes have been implemented constitutes acceptance of the changes and the then-current terms. When material changes to the terms of the Agreement are made, Adaven will provide Customer with notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Service or by sending Customer an email. Customer’s continued access to and use of the Service after such notice and implementation of the changes will constitute Customer’s acceptance of the changes and the then-current terms. In the event Customer wishes to add on additional features or components to its Subscription that require additional terms of use, Customer agrees that Customer’s Account Owner has the full legal authority to accept and bind Customer to such additional terms of use in connection with enabling such additional features and components via the Service, e.g., from within Customer’s account management portal.

8.19. Miscellaneous Terms. Captions and headings are used herein for convenience only, are not a part of this Agreement, and shall not be used in interpreting or construing this Agreement. Any provision of this Agreement that by its nature is reasonably intended to survive beyond its termination or expiration shall survive. Notwithstanding the foregoing, Sections 1 (Definitions), 2.2 (Limitations on Use), 2.3 (Inappropriate Content), 2.4 (Violations of Limitations on Use), 2.5 (Proprietary Rights), 3 (Free Trials, Orders, Fees, Payment, and Free Customer Accounts), 5 (Customer Data and Account), 6 (Warranties, Warranty Disclaimer, and Indemnification), 7 (Limitation of Liability), 8.4 (Copyright), 8.5 (Aggregated Anonymous Data), 8.7 (Suspension of Service), 8.9 (Confidential Information), 8.17 (Notices), 8.19 (Miscellaneous Terms), and 8.20 (Choice of Law and Disputes) shall survive any termination of the Agreement. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified by the court and interpreted to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the other provisions of this Agreement shall remain in full force and effect. Adaven’s resellers and distributors do not have the right to make modifications to this Agreement or to make any additional representations, commitments, or warranties binding on Adaven, its Affiliates, or its subcontractors. Adaven’s failure to enforce any term of this Agreement will not be construed as a waiver of the right to enforce any such terms in the future. Unless otherwise specified, remedies are cumulative. This Agreement is agreed to through purchase (including automatic renewals) and/or use of the Service.

8.20. Choice of Law and Disputes. This Agreement and any disputes arising under it shall be governed by the laws of the Province of Ontario, Canada, or the laws of the jurisdiction where the Customer is located, excluding its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Before initiating any formal legal proceedings, the Customer agrees to contact Adaven via legal@team.Adaven.com to provide a written description of the dispute and both Parties agree to engage in good faith negotiations to resolve the matter. If the dispute cannot be resolved amicably, the Parties agree to submit to the jurisdiction of Canadian courts or alternative dispute resolution as mutually agreed.

Privacy Policy & Terms of Service