Terms of service
The short version
- These terms apply to businesses that use Adaptiwise's services, and to anyone using this website. We do not serve consumers.
- Each Client signs an Order Form that sets its tier, workflows, fees and term. If the Order Form says something different from these terms, the Order Form wins.
- You must have the right to automate every website, account and system you ask us to automate, and to use the logins you give us. Nobody may use our services to solve or bypass CAPTCHAs, multi-factor authentication or other access controls, or to break a website's terms.
- Our workflows carry out defined steps, and sensitive actions wait for a person to approve them. AI helps plan and repair them, and AI can be wrong, so review what matters before you rely on it.
- You own your data and what your workflows produce. We own the platform. We never use your data to train AI.
- Fees are invoiced monthly from the platform's own usage records, failed runs are not billed, and invoices are due in 30 days, unless your Order Form says otherwise.
- We do not promise an uptime percentage unless your Order Form does.
- Each side's liability is generally capped at the fees paid and payable in the 12 months before the event that led to a claim, with a higher cap and exceptions set out in section 19.
- British Columbia law applies, and disputes go to the courts in Vancouver.
This summary helps you find your way. It is not part of the terms; the full text below is what applies.
1. About these terms
1.1 The agreement. These terms of service ("Terms") are an agreement between Adaptiwise AI Inc., a corporation based in Vancouver, British Columbia, Canada ("Adaptiwise", "we", "us" or "our"), and the business that uses our Services ("Client" or "you"). They apply when the Client signs an Order Form that refers to them, accepts them electronically, or uses the Services, whichever happens first.
1.2 Authority. The individual who signs an Order Form or accepts these Terms for a Client confirms that they have authority to bind that Client.
1.3 Business use only. The Services are offered only to businesses and other organizations, for their business purposes. They are not offered to consumers.
1.4 Website visitors. If you only visit this website, section 22 and the general provisions in sections 19, 20, 21 and 23 apply to you, and the rest of these Terms does not.
1.5 The documents and which one wins. The agreement between Adaptiwise and a Client consists of each Order Form, these Terms and any data processing addendum the parties sign (together, the "Agreement"). If they conflict, this order applies: the Order Form, then a signed data processing addendum on matters of personal information, then these Terms. Our privacy policy describes how we handle personal information; it forms part of the Agreement only where section 9 refers to it. Terms in a Client's purchase order or similar document do not apply, even if Adaptiwise accepts the document.
2. Definitions
- "Authorized User" means an individual whom the Client authorizes to use the Platform and for whom a login is created.
- "Client Data" means all information that the Client, its Authorized Users or its Workflows provide to, process with, or capture through the Services, including content of websites and systems a Workflow accesses, screenshots, recordings, files, extracted values and Credentials. It does not include Usage Data.
- "Credentials" means usernames, passwords, keys, tokens and other secrets the Client provides so that Workflows can access websites, accounts and services.
- "Hosted Planner" means the optional feature under section 7.4 in which workflow planning is performed by a third-party AI provider.
- "Order Form" means a document signed or accepted by both parties that refers to these Terms and describes the Services the Client buys, including the Tier, the Workflows in scope, the Fees and the term.
- "Output" means the data, files and reports a Workflow produces for the Client.
- "Platform" means Adaptiwise's hosted workflow platform, including the workflow Studio, the client portal and the sign-in service, and the optional cloud portal.
- "Services" means the Platform, the Software and the services Adaptiwise provides under an Order Form, including designing, building, operating, monitoring, repairing and supporting Workflows.
- "Software" means Adaptiwise software that runs on a computer the Client operates, under the Private or Offline Tier, including its updates and licence files.
- "Third-Party Service" means a website, application, system or service not provided by Adaptiwise that a Workflow accesses or exchanges information with, such as a supplier portal, Google Sheets or ClickUp.
- "Tier" means the delivery tier named in an Order Form: Online, Private or Offline.
- "Usage Data" means counts, durations, timings, failure codes and performance measurements about the operation of the Services, and the usage records used to bill them.
- "Workflow" means an automated sequence of browser or document actions defined for the Client.
"Including" means "including without limitation". Headings and summaries are for convenience only and do not affect the meaning of these Terms.
3. The Services
3.1 What we provide. Adaptiwise will provide the Services described in each Order Form in accordance with the Agreement. Unless the Order Form says otherwise, Adaptiwise designs, builds and operates the Client's Workflows, and the Client's Authorized Users have the access to workflows, runs, approvals and Output that their roles allow.
3.2 Tiers. The Order Form names the Tier:
- Online: Workflows run on the Platform, on servers Adaptiwise operates in Canada.
- Private: Workflows run on a computer the Client owns and operates, using the Software. The Client may add the optional cloud portal, which receives run status information but never page content, website addresses, login values or files, as the privacy policy describes.
- Offline: Workflows run on a computer the Client operates with no network connection. This Tier is in development and is provided only where an Order Form expressly includes it, on the terms stated there.
3.3 Changes to the Services. We may improve and change the Services. We will not materially reduce the core functionality of Services a Client has bought during the term of its Order Form without at least 30 days' written notice. If such a change materially harms the Client, the Client may terminate the affected Order Form by written notice before the change takes effect and receive a refund of any prepaid Fees for the period after termination.
3.4 Preview features. We may offer features identified as beta, preview or experimental. They are optional, may change or be withdrawn at any time, are provided "as is", and are excluded from any service levels, from the warranty in section 17.2 and from the indemnity in section 18.2.
4. Accounts and access
4.1 Logins. Adaptiwise creates a login for each individual the Client names. Each login is for one individual and may not be shared. First sign-in details are a temporary password, delivered through an expiring, single-use link, which the individual must replace with their own password at first sign-in.
4.2 Keeping the list current. The Client keeps its list of Authorized Users and their roles current, and tells us promptly when an individual leaves or should lose access. We disable a login promptly after the Client asks.
4.3 Responsibility for Authorized Users. The Client is responsible for its Authorized Users' use of the Services and their compliance with the Agreement.
4.4 Security of logins. Authorized Users must keep their sign-in details confidential. The Client must tell us without delay if it suspects that a login has been misused. Two-step sign-in is available for any login, and we may require it. We may suspend a login that we reasonably believe is compromised, and will tell the Client.
5. What the Client is responsible for
5.1 Authority to automate. The Client represents and warrants that it has, and will keep for as long as the relevant Workflow runs, every right, permission, licence and consent needed for Adaptiwise to access, use and act on each website, account, system, service and file the Client asks to be automated, including under the terms of use of each Third-Party Service. The decision to automate a Third-Party Service is the Client's. Adaptiwise does not review third parties' terms on the Client's behalf and does not represent that any Third-Party Service permits automation.
5.2 Credentials. The Client will provide only Credentials it is entitled to use and to have used by Adaptiwise for the Workflows, keep them valid, and tell us when they change. The Client will not provide Credentials belonging to an individual unless that use is authorized.
5.3 Lawful Client Data. The Client is responsible for the accuracy and legality of Client Data and for having given every notice and obtained every consent that the law requires for Adaptiwise to process it under the Agreement.
5.4 Instructions and approvals. The Client decides what its Workflows do and which of its Authorized Users may approve sensitive actions. Approvals and rejections given through the Platform by the Client's Authorized Users are the Client's decisions.
5.5 Client-operated computers. Under the Private and Offline Tiers, the Client provides and maintains the computer, operating system, network, physical security, disk encryption and backups on which the Software runs, and is responsible for the availability of that computer and for data stored on it. The Client will not disable or alter the Software's security controls.
5.6 Cooperation. The Client will give Adaptiwise the timely information, access and decisions the Services reasonably require. Adaptiwise is not responsible for delay or failure caused by the Client not doing so.
6. Acceptable use
6.1 Prohibited uses. The Client will not, and will not allow anyone to, use the Services, or ask Adaptiwise to build or run a Workflow, to:
- access any system, account or data without authorization, or beyond the access authorized;
- solve or bypass a CAPTCHA, multi-factor authentication, paywall or other access control, or exceed a rate limit a Third-Party Service sets. When a Workflow meets a common CAPTCHA, the Platform is designed to pause for a person, and only a person entitled to complete the challenge may do so;
- breach a Third-Party Service's terms of use, or any applicable law, including privacy, anti-spam, consumer protection, intellectual property and export laws;
- collect personal information without a lawful basis, or gather contact information for unsolicited messages;
- send spam or other unsolicited commercial messages;
- take over accounts, test stolen credentials, commit fraud or impersonate any person;
- overload or disrupt any website or service, or act on it at a volume or rate beyond what the Order Form provides or normal human use would involve;
- process health information, payment card data, government identification numbers or information about children, unless Adaptiwise has agreed in writing;
- make decisions with legal or similarly significant effects on individuals, such as decisions about employment, credit, housing, insurance or legal status, without meaningful human review;
- operate in situations where a failure could lead to death, personal injury or serious physical or environmental damage, such as controlling critical infrastructure, medical devices or weapons;
- introduce malicious code, or probe, scan or test the vulnerability of the Services without our written permission;
- copy, modify, reverse engineer, decompile or create derivative works of the Services, except to the extent the law expressly permits despite this restriction;
- resell, sublicense or provide the Services to third parties, unless the Order Form permits it;
- use the Services to build a competing product, or publish benchmarks of them without our written consent;
- get around licence controls or usage limits; or
- breach economic sanctions or export controls (section 23.7).
6.2 Enforcement. Adaptiwise may decline to build or run, pause or disable any Workflow, or remove any content, that it reasonably believes breaches this section or creates a legal or security risk for Adaptiwise, its clients or third parties. We will tell the Client promptly and give our reasons, unless the law forbids it.
7. Automation, AI and human review
7.1 Websites change. Third-Party Services can change, slow down, block automation or become unavailable without notice. A Workflow may then fail or produce incomplete results. Each run records its outcome and, when it fails, the reason as a code. Monitoring and repairing Workflows is part of the Services to the extent the Order Form provides, and a failure caused by a change to a Third-Party Service is not a breach of the Agreement. Workflows use a standard desktop browser profile; whether a Third-Party Service permits automated access is for the Client to confirm under section 5.1.
7.2 Human approval. Workflows can stop before an action and wait for a person to approve it. Adaptiwise will include an approval step before any action the Client identifies to us as sensitive, such as a payment or a submission. The Client is responsible for identifying those actions.
7.3 AI features. Adaptiwise uses AI models to plan and repair Workflow steps, propose improvements, locate elements on pages and transcribe narration. Content that AI generates is probabilistic and may be inaccurate or incomplete. The Client should review Output before relying on it, in particular before using it to make a decision about a person or in a regulated activity.
7.4 Where AI runs, and the Hosted Planner. On the Online Tier, AI models run on servers Adaptiwise operates; on the Private and Offline Tiers, on the Client's computer. The Hosted Planner is used only if the Client asks for it in writing. By doing so, the Client instructs Adaptiwise to send planning requests for that Client to the provider named in the privacy policy or the Order Form, as the privacy policy describes. The Client may withdraw that instruction by written notice, and we will act on it promptly and in any case within 2 business days.
7.5 No training. Adaptiwise will not use Client Data or Output to train or improve any AI model.
8. Client Data and Output
8.1 Ownership. As between the parties, the Client owns Client Data and Output.
8.2 Our permission to use it. The Client grants Adaptiwise a non-exclusive, royalty-free licence to host, copy, process, transmit and display Client Data for the term of the Agreement, and afterwards for as long as Adaptiwise holds Client Data under section 16.4, only to provide, secure and support the Services under the Agreement, and as the law requires.
8.3 Usage Data. Adaptiwise may collect and use Usage Data to operate, secure, bill and improve the Services. Adaptiwise will not disclose Usage Data in a form that identifies the Client or any individual, except to its service providers as section 9 permits.
8.4 Credentials. Adaptiwise stores Credentials on the machine where the Client's Workflows run and in that machine's backups, which are encrypted before they leave it, uses them only for those Workflows, never displays them back to anyone, keeps them out of logs, and never sends their values to an AI model.
8.5 Keeping copies of Output. Run records, screenshots, files and video are deleted after the periods set out in the privacy policy. The Client is responsible for downloading or exporting, before then, any Output it needs to keep.
8.6 Export. During the term, and for 30 days after it ends, the Client may ask for an export of its Client Data and its Workflow definitions. Adaptiwise will provide it within 30 days of the request in commonly used machine-readable formats.
9. Privacy and data protection
9.1 Roles. Our privacy policy describes how we handle personal information. For personal information in Client Data, the Client is responsible for that information and Adaptiwise acts as its service provider. Where the parties have not signed a separate data processing addendum, this section 9 applies as one. The service providers and retention periods listed in the privacy policy form part of the Agreement, and may change only as this section and section 21 allow.
9.2 Our commitments. For personal information in Client Data, Adaptiwise will:
- process it only to provide the Services, on the Client's documented instructions, which are the Agreement and the Client's use of the Services, unless the law requires otherwise;
- ensure that people who process it are bound to keep it confidential;
- protect it with reasonable security arrangements appropriate to its sensitivity, as described in the privacy policy;
- use only the service providers listed in the privacy policy. Before a new service provider receives Client Data, we will give the Client at least 30 days' notice. If the Client objects on reasonable grounds and we cannot address the objection, the Client may terminate the affected Services and receive a refund of any prepaid Fees for the period after termination;
- help the Client, as reasonably necessary, respond to requests from individuals and meet its own legal obligations;
- notify the Client without undue delay, and in any case within 72 hours after confirming it, of any breach of security safeguards affecting the Client's personal information, and give the Client the information reasonably available to help it meet its own obligations;
- delete it at the end of the Agreement as section 16.4 describes; and
- make available the information reasonably necessary to show that it meets this section.
9.3 Location. On the Online Tier, Client Data is stored in Canada. It leaves Canada only as the privacy policy describes, and when a Client's Workflows send it to a Third-Party Service on the Client's instructions.
9.4 Requests from authorities. If a government or court asks Adaptiwise for Client Data, we will refer the request to the Client where we can, disclose only what the law requires, and tell the Client first unless the law forbids it.
10. Third-party websites and services
Workflows interact with Third-Party Services that the Client chooses and that Adaptiwise does not control. Adaptiwise is not responsible for their availability, content, security or changes, for how they handle information they receive, or for any action they take against an account the Client uses with them. The Client's use of each Third-Party Service is governed by the Client's own agreement with that service. If a Third-Party Service changes, restricts or forbids automation, Adaptiwise may change, pause or stop the affected Workflow, and doing so is not a breach of the Agreement.
11. Intellectual property
11.1 Ours. Adaptiwise and its licensors own the Services, the Software, their documentation, and all reusable components, templates, methods and know-how used to build Workflows, including improvements to any of them. No rights are granted except those these Terms expressly grant.
11.2 Workflow definitions. A Workflow definition built for the Client may contain Client Data, such as addresses, field names and instructions, which remains the Client's. Adaptiwise owns the rest of the definition. Adaptiwise grants the Client a perpetual, royalty-free licence to use any Workflow definition exported to it under section 8.6 for the Client's internal business purposes.
11.3 Software licence. For the term of the relevant Order Form, Adaptiwise grants the Client a non-exclusive, non-transferable, non-sublicensable licence to install and run the Software on the number of computers the Order Form allows, for the Client's internal business purposes. The Software uses a signed, time-limited licence file, which the Client must not alter or circumvent. When the licence ends, the Client will stop using the Software and delete it. Open-source components included in the Software are licensed under their own licences, which govern those components.
11.4 Feedback. If the Client or its Authorized Users give us suggestions or feedback, Adaptiwise may use them without restriction or obligation. The Client is never required to give feedback.
11.5 Names and logos. Neither party will use the other's name or logo in publicity without the other's written consent.
12. Fees and payment
12.1 Fees. The Client will pay the fees set out in each Order Form ("Fees"). Unless the Order Form says otherwise: Fees are invoiced monthly in arrears, calculated from the usage records the Platform keeps; runs that fail or are cancelled, and test runs, are not billed; and any setup or professional service fees are invoiced as the Order Form states.
12.2 Payment. Invoices are payable within 30 days of the invoice date, in the currency stated in the Order Form, by bank transfer or another method we agree in writing.
12.3 Taxes. Fees do not include taxes. The Client will pay all applicable sales, use, goods and services, harmonized, provincial sales, value-added and similar taxes, other than taxes on Adaptiwise's income. If the law requires the Client to withhold tax from a payment, the Client will increase the payment so that Adaptiwise receives the amount it would have received without the withholding.
12.4 Late payment. Undisputed amounts not paid when due bear interest from the due date until paid at 12% per year, calculated and payable monthly at 1% per month and not compounded, or the highest rate the law allows if that is lower.
12.5 Invoice disputes. If the Client disputes an invoice in good faith, it will tell us in writing, with reasons, within 30 days of the invoice date, and pay the undisputed part on time. We will make the usage records behind the invoice available, and both parties will work to resolve the dispute promptly.
12.6 Price changes. We may change the Fees for any renewal term by giving at least 30 days' written notice before the renewal.
12.7 Refunds. Fees are non-refundable except as these Terms or the Order Form expressly provide.
13. Availability and support
13.1 Availability. Adaptiwise operates the Platform with reasonable care and monitors it continuously. Unless the Order Form sets service levels, Adaptiwise does not promise any particular uptime percentage.
13.2 Maintenance. We announce planned maintenance in advance where reasonably possible. We may carry out urgent maintenance, such as security fixes, without notice.
13.3 Support. Support is available by email at info@adaptiwise.comon business days in British Columbia, with any response times the Order Form sets.
13.4 Client-operated computers. Under the Private and Offline Tiers, availability depends on the Client's computer and network. Adaptiwise supports the Software as the Order Form provides.
14. Confidentiality
14.1 Meaning. "Confidential Information" means non-public information that one party discloses to the other and that is marked as confidential or that a reasonable person would understand to be confidential. The Client's Confidential Information includes Client Data and Credentials. Adaptiwise's Confidential Information includes the non-public parts of the Services and the pricing in the Order Form.
14.2 Duties. The receiving party will use the other party's Confidential Information only to perform the Agreement or exercise its rights under it, protect it with at least reasonable care, and disclose it only to its employees, contractors and professional advisers who need it for those purposes and are bound by confidentiality duties at least as protective as these.
14.3 Exceptions. These duties do not apply to information that is or becomes public without the receiving party's fault, that the receiving party already knew, developed independently, or received lawfully from a third party without a duty of confidentiality. These exceptions do not apply to personal information.
14.4 Required disclosure. The receiving party may disclose Confidential Information when the law requires, after giving the disclosing party notice, where the law allows, and a reasonable chance to object.
14.5 Duration. These duties last during the Agreement and for 5 years after it ends, and for trade secrets, Client Data and Credentials, for as long as they remain confidential or are held by the receiving party.
14.6 Remedies. A breach of this section may cause harm for which money is not an adequate remedy, so the disclosing party may seek an injunction in addition to any other remedy.
15. Suspension
15.1 Grounds. Adaptiwise may suspend all or part of the Services, including particular Workflows or logins, if:
- it is reasonably necessary to prevent or respond to a security threat, or harm to the Services, other clients or third parties;
- the Client or its Authorized Users breach section 6;
- an undisputed amount is more than 30 days overdue and remains unpaid 10 days after we give written notice; or
- the law, a court or a competent authority requires it.
15.2 How. We will limit any suspension to what is necessary, give notice in advance where practicable and otherwise promptly afterwards, and restore the Services promptly once the cause is resolved. Suspension under 15.1(b) or (c) does not relieve the Client of its obligation to pay Fees.
16. Term and termination
16.1 Term. These Terms apply from the date they first apply to the Client until every Order Form has ended. Each Order Form lasts for the term it states and renews as it states. If it states neither, it continues month to month.
16.2 Termination for convenience. Unless the Order Form sets a fixed or minimum term, either party may terminate an Order Form on 30 days' written notice.
16.3 Termination for cause. Either party may terminate the Agreement or an Order Form by written notice if the other party materially breaches it and does not cure the breach within 30 days after written notice describing it (10 days for non-payment), or if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership or similar proceedings.
16.4 What happens when it ends. When an Order Form, or any Services under it, ends:
- access to the affected Services ends, and the licence for any affected Software ends;
- the Client pays all Fees accrued up to the end date;
- if the Client terminates under section 3.3, 9.2(d), 16.3 or 17.2, Adaptiwise terminates under section 16.2, or either party terminates under section 23.4, Adaptiwise refunds any prepaid Fees for the period after termination;
- Adaptiwise provides an export on request as section 8.6 describes.
When the Agreement ends, because no Order Form remains in effect:
- the Client's logins are disabled;
- 30 days after the later of the end of the Agreement and the delivery of any export requested under section 8.6, Adaptiwise deletes the Client's Client Data from the Platform and verifies the deletion. Copies in backups expire on their own within 90 days. Adaptiwise may keep billing records and anything the law requires it to keep, protected under section 14.
16.5 Survival. Sections 2, 5, 7.5, 8, 9, 10, 11, 12 (for amounts owed), 14, 16.4, 17.4, 18, 19, 20 and 23 survive the end of the Agreement.
17. Warranties and disclaimers
17.1 Both parties. Each party warrants that it has the authority to enter into the Agreement and will comply with the laws that apply to it in performing it.
17.2 Our warranty. Adaptiwise warrants that it will perform the Services with reasonable skill and care, consistent with generally accepted industry practice, and will not materially reduce the security of the Platform during the term of an Order Form. If the Client tells us of a breach of this warranty within 30 days after the affected performance, Adaptiwise will re-perform or correct the Services. If it cannot do so within a reasonable time, the Client may terminate the affected Order Form and receive the refund in section 16.4(c). This is the Client's sole remedy for a breach of this warranty.
17.3 The Client's warranties are those in section 5.
17.4 Disclaimer. Except as expressly set out in the Agreement, the Services, the Software, Output and preview features are provided "as is" and "as available", and Adaptiwise disclaims all other warranties, representations and conditions, whether express, implied, statutory or collateral, including those of merchantability, merchantable quality, fitness for a particular purpose, durability, title and non-infringement, those arising from a course of dealing or usage of trade, and those under the Sale of Goods Act (British Columbia) or similar legislation elsewhere. Adaptiwise does not warrant that the Services will be uninterrupted or error-free, that a Workflow will continue to work after a Third-Party Service changes, or that AI-generated content will be accurate.
18. Indemnities
18.1 By the Client. The Client will defend Adaptiwise and its directors, officers and employees against any claim by a third party, and pay the amounts finally awarded or agreed in settlement and reasonable legal costs, to the extent the claim arises from: (a) Client Data, or the Client's instruction to automate a Third-Party Service, including a claim that a Workflow breached that service's terms or another person's rights; (b) a breach of section 5 or 6 by the Client or its Authorized Users; or (c) Credentials the Client supplied.
18.2 By Adaptiwise. Adaptiwise will defend the Client against any claim by a third party that the Platform or the Software, as provided by Adaptiwise and used in accordance with the Agreement, infringes that party's copyright, trademark or patent, or misappropriates its trade secret, and pay the amounts finally awarded or agreed in settlement and reasonable legal costs. This does not apply to a claim arising from Client Data, Third-Party Services, open-source components, preview features, a combination with anything not provided by Adaptiwise, a modification not made by Adaptiwise, or use after Adaptiwise asked the Client to stop. If such a claim is made or appears likely, Adaptiwise may modify or replace the affected part, obtain a licence for the Client to keep using it, or, if neither is reasonably possible, terminate the affected Services and refund any prepaid Fees for the period after termination. This section states Adaptiwise's entire obligation for intellectual property claims.
18.3 Procedure. The party claiming protection must notify the other party promptly of the claim, let it control the defence and settlement, and cooperate reasonably at the indemnifying party's expense. No settlement that admits fault or imposes an obligation on the protected party may be made without its consent, which it will not unreasonably withhold.
19. Limitation of liability
19.1 Excluded losses. Neither party is liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, goodwill or anticipated savings, the cost of substitute services, or loss or corruption of data, however caused and whether in contract, tort (including negligence), under statute or otherwise, even if it was told such loss was possible. The exclusion of loss or corruption of data does not apply to a breach of section 9 or 14.
19.2 Restoring data. On the Online Tier, if Client Data held on the Platform is lost or corrupted because of Adaptiwise's breach, Adaptiwise will restore it from its most recent available backup at no charge.
19.3 Cap. Each party's total liability arising out of or relating to the Agreement will not exceed the Fees paid and payable by the Client under the Agreement in the 12 months before the event giving rise to the liability. For a breach of section 9 or 14, the cap is two times that amount, and it replaces the general cap for that breach.
19.4 Exceptions. Sections 19.1 and 19.3 do not apply to: (a) the Client's obligation to pay Fees; (b) the Client's obligations under section 18.1 or a breach of section 6; (c) a party's fraud, fraudulent misrepresentation or wilful misconduct; or (d) any liability that cannot be limited or excluded by law.
19.5 Allocation of risk. The Fees reflect the allocation of risk in this section, which applies even if a limited remedy fails of its essential purpose.
20. Disputes and governing law
20.1 Talking first. Before starting court proceedings, a party will give the other written notice of the dispute, and senior representatives of both will try in good faith to resolve it within 30 days. This does not prevent either party from seeking urgent injunctive relief or acting to preserve a limitation period.
20.2 Governing law. The Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada that apply there, without regard to conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
20.3 Courts. The courts of British Columbia sitting in Vancouver have exclusive jurisdiction over any dispute arising out of or relating to the Agreement, and each party submits to that jurisdiction.
21. Changes to these terms
We may update these Terms by posting a new version on this page with a new version number and date. For a Client with an active Order Form, we will give at least 30 days' notice by email of any material change. If the Client objects in writing before the change takes effect, the version that applied before the change continues to govern that Order Form until the end of its current term. This right to object does not apply to changes required by law, or needed to address a security risk. For website visitors, changes apply when posted.
- Version 2.0, 29 October 2026. Complete terms: Adaptiwise AI Inc. named as the contracting party, British Columbia law and courts, the three tiers, acceptable use, AI and human review, data processing, intellectual property, fees, suspension, warranties, indemnities and liability set out in full.
- Version 1, 1 October 2026. First version, published as a draft.
22. Using this website
You may read and share this website for information. Its content describes our services in general and does not form a contract or an offer; the terms of a purchase are set by an Order Form and these Terms. The website is provided "as is", and we do not guarantee that it is complete, current or always available. You may not interfere with the website's operation or security. Links to other websites are provided for convenience, and we are not responsible for their content. "Adaptiwise" and our logos are our trademarks and may not be used without our permission. Our privacy policyexplains what visiting this website involves.
23. General
23.1 Notices. Notices under the Agreement must be in writing and may be sent by email. Notices to Adaptiwise go to info@adaptiwise.com with "Legal notice" in the subject line. Notices to the Client go to the contact in its Order Form, or to its administrator's email address. An email notice takes effect when sent, unless the sender receives a delivery failure.
23.2 Assignment. Neither party may assign the Agreement without the other's written consent, except to a successor in a merger, reorganization or sale of all or substantially all of its business or assets to which the Agreement relates, with written notice to the other party.
23.3 Subcontractors. Adaptiwise may use subcontractors and service providers to perform the Services, subject to section 9, and remains responsible for their performance.
23.4 Events beyond control. Neither party is liable for a delay or failure caused by events beyond its reasonable control, such as natural disasters, epidemics, war, terrorism, government action, labour disputes not involving its own employees, failures of the internet or utilities, or cyberattacks that occur despite reasonable safeguards. This does not excuse an obligation to pay money, or Adaptiwise's obligation to notify the Client under section 9.2(f). If such an event prevents performance for more than 30 days, either party may terminate the affected Order Form by written notice.
23.5 Relationship. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship.
23.6 No third-party rights. The Agreement benefits only the parties and their permitted successors, except that the people named in section 18 may rely on it.
23.7 Sanctions and export. Each party will comply with the economic sanctions and export control laws that apply to it, including Canada's Special Economic Measures Act, Justice for Victims of Corrupt Foreign Officials Act and Export and Import Permits Act. The Client confirms that neither it nor any Authorized User is the subject of such sanctions, and that it will not use the Services in breach of them.
23.8 Severability and waiver. If any part of the Agreement is found unenforceable, it will be enforced to the greatest extent possible and the rest remains in effect. A failure or delay in enforcing a right is not a waiver of it.
23.9 Entire agreement. The Agreement is the entire agreement between the parties about its subject matter and replaces all earlier proposals, discussions and agreements about it. Changes to an Order Form must be in writing and accepted by both parties.
23.10 Signatures and language. The Agreement may be signed or accepted electronically and in counterparts. It is written in English, which is the language that governs it.
24. Contact
Adaptiwise AI Inc.
Vancouver, British Columbia, Canada
info@adaptiwise.com
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