AdeptMind Inc. API Terms of Service Agreement
Updated: May 2, 2016
These Terms of Service are Binding.
- Understanding the Role of Each Party.
- We are only responsible for providing the AdeptMind API to you (the “User”, “you” or “your” as context dictates) to offer for use in your Content to applicable customers. We provide services in our own personal or corporate capacities, and not as employees, agents, or representatives of a User.
- We have no role and assume no liability with respect to any User act or omission and any issue which arises between you or your customers. You promise to utilize any other third-party solution or product in relation to your Content according to the rules set out by the applicable third-party.
- If you are using the AdeptMind API on behalf of an organization, you agree to the Terms on behalf of that organization, and represent you have authority to bind that organization to the terms contained herein.
- AdeptMind (i) does not make any warranty, guarantee or representation as to the ability, competence, quality or qualification of any third-party solution you may utilize in your Content or the performance of such third-party solution in relation to our API.
- Even though we are not a party to Transactions between you and your customers and assume no liability for legal or regulatory compliance pertaining to any such transactions which are facilitated through the AdeptMind API, there may be circumstances where we are nevertheless legally obligated (as we may determine in our sole discretion) to provide information relating to such Transaction or you or your customers in order to comply with requests from governmental bodies in relation to investigations, litigation or administrative proceedings, and we may choose to comply with such obligations in our sole discretion.
- Registration and Account Set-up. In order to utilize the AdeptMind API, you must register and create an account.
- Credentials Management and Incidents. You will: (1) keep your Credentials strictly confidential and secure; (2) only share your Credentials with those who are authorized to represent you and execute actions on your behalf, but please ensure such person abides by the Terms; and (3) inform us immediately if the confidentiality of any part of your Credentials has been compromised (e.g. you or someone you authorized has shared your Credentials with a third party or you believe there is a credible chance of the security of your account being compromised).
- Suspicious Activity. If we suspect any unauthorized access to your Account or that there is suspicious activity in relation to your Account, we retain the right, but do not have the obligation, to suspend your Account and take any other related action as we deem reasonable, and you agree to assist in executing such actions, which may involve your resetting of passwords or taking other measures as may be required.
- Cancellation by User. As a User, you may decide at any time to cancel your account by uninstalling the Company API.
- Cancellation by AdeptMind. We reserve the right to suspend, and if deemed appropriate, cancel your right to use the Company API.
- Fees Payable by Users. If you are a User, you do not have to pay a fee for use of the AdeptMind API until either (i) your customers make purchases using the Company API on the Content; or (ii) end of each billing cycle in the event you have subscribed to a periodic billing option, as applicable.
- Refunds. If we terminate, suspend, or remove your account within a billing cycle in connection with your violation of the Terms, we are not obligated to refund you any fees already paid by you.
- Fee Changes. We may in the future implement a new fee, or modify an existing fee, for certain current or future products offered through our AdeptMind API. If we revise our fees, we will notify you by posting the revisions on the AdeptMind API or sending you an email.
- Currency. All fees and transactions will be in US dollars unless otherwise provided specifically for your jurisdictions.
- Third Party Payment Processors. Users acknowledge that all Transactions involving payments must comply with the terms and conditions of the third party payment service provider. We do not provide those payment services, are not a party to any license or agreement you may have with the applicable third party payment provider, and will not be liable or responsible for your use of those third-party payment services.
- Assistance from AdeptMind.
- You may submit questions by contacting us at
Suite 705, 130 Adelaide Street West
Toronto, Ontario M5H 3P5
Attention: Zhiyuan Wu, CEO
USERS AGREE THAT THEY DO NOT EXPECT ADEPTMIND OR ANY OF ITS AFFILIATES OR ANY SUCH ENTITY’S AGENTS, OFFICERS AND DIRECTORS TO PROVIDE INSURANCE IN REGARDS TO THE ADEPTMIND API AND EACH PARTY ACKNOWLEDGES THAT IT DOES NOT RELY ON THE INSURANCE OF ANY OTHER PARTY.
- Handling of Your Information.
- You agree that all information or data on the AdeptMind API or processed through the AdeptMind API may be, without further required consent by you, handled by a third-party for either: (1) the third party’s own legitimate business purposes; (2) purposes which serve our business purposes, including transaction processing and data monitoring or storage; or (3) for regulatory or other reasons which are imposed on us, in Canada, United States of America, the European Union or in any other jurisdiction we provide services.
- Your information may be subject to third party data management and privacy policies in the event such third parties are utilized by us or by you (e.g. for purposes of payment of fees).
- Representations, Warranties and Covenants.
- You acknowledge and agree that as a User: (1) you are eighteen (18) years old or older; (2) you have the authority to bind yourself, or such other party which you may be representing, to the Terms; (3) your use of the AdeptMind API will be solely for purposes that are permitted by the Terms; (4) your use of the AdeptMind API will not infringe or misappropriate the intellectual property rights of any third party; and (5) your use of the AdeptMind API, as applicable, will comply with all Laws and with all applicable AdeptMind policies.
- If you are using the AdeptMind API on behalf of an organization, you agree to the Terms on behalf of that organization, and represent you have authority to bind that organization to the terms contained herein.
- User Conduct Restrictions. You covenant that you will not:
- publish content that violates any party’s intellectual property rights or Laws in any form whatsoever, or fail to provide acknowledgments to the
- allow other Users to use your Account to obtain Services or share your Account log-in details with any person other than those expressly authorized by you;
- rent, lease, distribute, license, sublicense, sell, resell, assign, transfer, timeshare, offer in a service bureau, or otherwise make AdeptMind API available to any third party, other than to an authorised User representative;
- register for more than one Account or register for an Account on someone else’s behalf;
- misrepresent your identity (e.g. represent to anyone on the AdeptMind API that you are someone else or you are affiliated with someone that you are not);
- with respect to a Transaction, make use of the AdeptMind API or the tools and services on the AdeptMind API to do anything other than to carry out activities which are normally related to activities conducted on the AdeptMind API;
- reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms in the AdeptMind API;
- damage, disable, overburden or impair our servers or network, or interfere with any other party’s use and enjoyment of the AdeptMind API;
- copy, or make derivative work from, any part of the AdeptMind API in any medium, including use of a frame or border environment around the AdeptMind API, or other framing technique to enclose any portion or aspect of the AdeptMind API, using any device including using spiders, data mining, robots, or similar data gathering means;
- access the AdeptMind API in order to build a commercially available product or service which competes with the AdeptMind API;
- copy any features, functions, integrations, interfaces or graphics which are part of the AdeptMind API;
- violate any Laws;
- make statements on any part of the AdeptMind API on any topic, particularly regarding other Users, Content and the AdeptMind API, which could reasonably be considered false or misleading;
- wilfully tamper with the security of the AdeptMind API, including attempting to probe, scan or test the vulnerability of the AdeptMind API or to breach the security or authentication measures;
- share any sensitive data with us which, in the normal course of events, would demand special Handling and introduce a security burden on AdeptMind that is not agreed upon by us in writing in advance of receipt of such data;
- transmit any information, through the AdeptMind API or to Users in any other manner, which may: (1) be unlawful, threatening, abusive, libelous, defamatory; (2) refute or is contrary to what is set out anywhere in the AdeptMind API; (3) is considered “spam” (including machine or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation or any form of lottery or gambling); (4) contains or installs any viruses, worms, malware, Trojan horses or other content that is designed or intended to disrupt, damage or limit the function of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; and (5) violates the privacy of any third party; and
- attempt to gain unauthorized access to the AdeptMind API or our computer systems or networks through hacking, password mining or any other means.
- License Regarding Comments.
In certain circumstances, Users may opt to provide Comments on the AdeptMind API. Comments can include details or remarks about the Company or the Company API. Users making such Comments grant us a worldwide, royalty-free, perpetual, irrevocable and exclusive right to publish any such Comment, in any manner and at any time, solely at our discretion. Regardless of any modification, Users will indemnify AdeptMind with respect to any losses, claims or action which arise in connection with such Comments.
AdeptMind owns all Aggregated Information. Nothing herein will be construed as prohibiting us from using the Aggregated Information for any purpose seen fit by us including publication of, and creation of derivative works from the Aggregated Information, provided that such usage will not reveal to a third party the identity of a User or its customers.
- Monitoring of User Activity and Privacy.
- Right to Terminate Accounts.
We reserve the right, but not the obligation to, determine, solely at our discretion, whether any User violates the Terms and at our choosing, suspend, terminate or deny access to a User Account, with or without prior notice.
- Intellectual Property Rights.
- We retain ownership of all intellectual property rights of any kind related to the Aggregated Information and Aggregated Data, and AdeptMind API, including applicable copyrights, patents, trademarks and other proprietary rights. Except as set out herein, the Terms do not transfer any intellectual property between parties. We reserve all rights that are not expressly granted under the Terms.
- All content and information on the AdeptMind API are protected by copyright as a collective work and/or compilation under applicable Laws. These marks may not be copied, downloaded, reproduced, used, modified or distributed in any way without our prior written permission by the applicable party.
- Permission for Communication.
We use email and other electronic means to stay in touch with Users. You agree that when you provide us your e-mail address or personally identifying information (e.g. name, address) during or prior to access of the AdeptMind API or use of any other service or tool provided through or on the AdeptMind API, you: (1) consent to receive communications from us, our Affiliates, and applicable Users in electronic formats, including via the email address you have submitted or other agreed upon contact methods; (2) can opt-out from receiving communication from any such party at any time by completing the formalities on the AdeptMind API, but we do not take on any liability for any communication of another party to you, particularly if you have provided your contact information to them independently rather than using the communication functions of the AdeptMind API; and (3) agree that the Terms, agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal requirement that such communications would satisfy if they were in writing and physically presented to you.
- The Terms, and any payment obligations, will deemed to be applicable to you upon your use of the AdeptMind API and will terminate only upon an actual deletion or deactivation of your Account through the means provided on the AdeptMind API. Abandonment or non-use of the Account will not lead to an automatic termination of your Account.
- While Users may discontinue their use of the AdeptMind API at any time without incurring a penalty, a User may not be entitled to a refund of fees paid unless otherwise agreed upon.
- We may terminate your access to all or any part of the AdeptMind API at any time if we have cause to do so, with or without notice, effective immediately and for any reason deemed appropriate in our sole discretion.
- Except for the provisions set out in Section 30 (Surviving Provisions) the Terms will no longer be applicable to you if your Account is cancelled or terminated.
- Upon termination of your Account, (1) all rights, licenses, consents and authorizations granted pursuant to the Terms will immediately terminate; (2) we may disable all User and their customers’ access to services on the AdeptMind API; and (3) we will permanently erase all User Data, provided that, for clarity, such obligation does not apply to any Aggregate Data.
- Notwithstanding anything to the contrary in the Terms, with respect to information and materials then in our possession or control:
- we may retain User Data in our backups, archives and disaster recovery systems until such User Data is deleted in the ordinary course; and
- all information and materials described in subsection (i) will remain subject to all confidentiality, security and other applicable requirements of the Terms.
- Disclaimer of Warranties.
IN ADDITION TO ANY OTHER DISCLAIMERS SET OUT IN THE TERMS, THE SERVICES PROVIDED, INCLUDING ALL CONTENT ON, FUNCTION OF, AND TRANSACTIONS CONDUCTED OVER, THE APPLICATION ARE “AS IS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND MADE BY US. TO THE FULLEST EXTENT OF THE LAW, WE DO NOT REPRESENT THAT ANY INFORMATION EXCHANGED BETWEEN A PARTY UNDER THE TERMS IS SECURE, EVEN IF WE BECOME AWARE OF ANY, OR ARE TOLD ABOUT, A POTENTIAL BREACH. FURTHER, WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, RELIABILITY OR ACCURACY. WE DO NOT WARRANT THAT THE ADEPTMIND API OR THE FUNCTIONS THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THE ADEPTMIND API OR ANY ITEM CONNECTED WITH THE SERVER IS FREE OF VIRUSES OR ANY HARMFUL COMPONENTS. ANY TRANSMISSION TO AND FROM THIS ADEPTMIND API, COMMUNICATION BETWEEN THE PARTIES OR ANY COMMENTS MADE BY YOU, ARE NOT CONFIDENTIAL. YOU AGREE THAT YOUR USE OF THIS ADEPTMIND API CREATES NO OBLIGATION UPON US AND THERE IS NO RELATIONSHIP (WHETHER CONTRACTUAL, FIDUCIARY OR OTHERWISE) CREATED BETWEEN YOU AND US OTHER THAN PURSUANT TO THE TERMS.
We will not be liable for any damages or losses arising from your or your customers’ use of the AdeptMind API or arising under the Terms. To the maximum extent permitted by applicable law, in no event will AdeptMind be liable to you or your customers for any loss of profits, interruption to business, harm to reputation, misuse of data, or for any incidental, direct, indirect, special, consequential or exemplary damages, however arising and whether or not we have been informed of the possibility of such damage, even if a remedy set forth in the Terms is found to have failed of its essential purpose. We will also have no liability for any failure or delay, including the failure of any integrated or ancillary third-party service used in conjunction with the AdeptMind API or for any failure of a third party to keep safe any transactional information or other personal information belong to you or a customer.
- Release and Indemnification.
- In the event you are a California resident, you waive California Civil Code Section 1542, which says: “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
- We may, at our sole discretion and expense, choose to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without our written consent.
- AdeptMind reserves the right, at our sole discretion, to amend the Terms at any time and will update the Terms in the event of any such amendments.
- If the Terms are modified in a way we consider significant, we will post the amended Terms on the AdeptMind API. Although we will take reasonable steps to notify you of such significant changes made, you are expected to check the Terms periodically for any amendments. Your continued use of the AdeptMind API following such notification shall constitute your affirmative acknowledgement of the Terms, the modification and agreement to abide and be bound by the Terms, as amended. If at any time you choose not to accept the Terms, including following receipt of notification of any modifications made hereto, then please do not use the AdeptMind API and as applicable, terminate your Account.
The Terms and any access to or use of the AdeptMind API shall be governed by, and construed in accordance with the internal laws of the Province of Ontario and the federal laws of Canada, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the province of Ontario.
If any claim, dispute or controversy occurring amongst Users or between a User and us, in relation to the Terms or services provided pursuant to the Terms, cannot be resolved within a commercially reasonable timeframe, the dispute may be referred to arbitration pursuant to the International Commercial Arbitration Act, 2017, SO 2017, c 2 (Ontario). There shall be one arbitrator selected in accordance with the Rules. The parties to the dispute shall equally share the fees of the arbitrator and the facility fees and such parties shall each bear their own legal costs and expenses of the arbitration; provided, that the arbitrator shall have the authority to award such fees, costs and expenses in the decision of the arbitrator. The arbitration shall be conducted in English. Notwithstanding the foregoing, each disputing party shall have the right to seek injunctive or other equitable relief that may be related to the breach of confidentiality obligations or violation of the intellectual property rights set forth in the Terms.
- Waiver of Class Proceedings.
Users hereby waive any right they may have to commence or participate in any class action lawsuit against AdeptMind related to any claim, dispute or controversy and, where applicable, Users hereby agree to opt out of any class proceeding against AdeptMind otherwise commenced.
If any portion or provision of the Terms shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of the Terms, or the application of such portion of provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of the Terms shall be valid and enforceable to the fullest extent permitted by law.
Either Party may assign or delegate the rights and obligations under the Terms of Service in whole or in part, to any person or entity at any time with or without your consent and without prior notice to you.
The headings, captions and summaries in the Terms are for convenience only and in no way define or describe the scope or content of any provision of the Terms.
Except as otherwise stated in the Terms or as expressly required by law, any notice to us shall be given in writing by certified postal mail to 130 Adelaide Street West, Suite 705, Toronto, Ontario M5H 3P5, Attention: Zhiyuan Wu. Any notice to you shall be given to the most current email address in your Account.
- Other Rules of Interpretation.
Any reference to gender includes all genders; words importing the singular number only shall include the plural and vice versa; the word “or” is not exclusive; and the words “including”, “includes” and “include” mean “including without limitation”.
Failure by any party to insist upon the strict performance of any of the covenants, agreements, terms, provisions or conditions contained in the Terms or to exercise any election shall not be construed as a waiver or relinquishment of such covenant, agreement, term, provision or condition but the same shall continue and remain in full force. No waiver shall be deemed to have been made unless expressed in writing.
If any provision of this Agreement is found to be invalid by a court of competent jurisdiction, the other provisions of the Terms will remain in full force and effect.
Please report any violations of the Terms by a User, your customer or any third party by sending an email to email@example.com.
Only the following provisions of these Terms of Service will survive following any termination or expiration: Sections 11 (Representations, Warranties and Covenants), 19 (Intellectual Property), 20 (Permission for Communication), 23 (Limitation of Liability), 24 (Release and Indemnification), 26 (Governing Law), 27 (Arbitration), 28 (Waiver of Class Proceedings), and this Section.
“Aggregated Information” or “Aggregate Data” means all information derived from User’s and their customers’ engagement with the AdeptMind API, including, usage information, data and other content and which is sufficiently different from User Data such that such User or its customer’s identity cannot be reverse engineered or otherwise identified from the inspection, analysis or further Handling of such derived information, data or content.
“Certified” means being officially recognized as possessing certain qualifications, criteria or meeting certain standards.
“Comments” means written statements, submitted by Users on the AdeptMind API, which sets out facts or opinions.
“Content” means any content featured or displayed throughout the AdeptMind API, including but not limited to text, documents, information, data, articles, opinions, images, photographs, graphics, software, applications, video recordings, audio recordings, sounds, designs, features, comments or ratings and other materials that are available on the AdeptMind API.
“Handle” means to process, record, transfer, access, receive, use, disclose, retain, dispose of, destroy, manage, collect, store, or otherwise handle and any variation of “Handle” such as “Handling” has the same meaning depending on the context.
“Law” means any statute, ordinance, regulation, rule, code, constitution, treaty, common law, governmental order or other requirement or rule of law of any governmental authority.
“Promise” means covenant.
“AdeptMind API” means the service including all the functionality as found on AdeptMind’s installable plugins and any associated applications.
“Transaction” means any purchases conducted on or in your Content which utilize the AdeptMind API, including the exchange of monies in respect of goods and or services as available in your Content.
“User Data” means any data, information (including any information about an identifiable individual or an individual, including your customers, whose identity may be inferred or determined from the information) or other materials of any nature recorded in any form whatsoever disclosed or provided to AdeptMind by the User or your customers at any time which is confidential in nature.