These terms of use (“Terms of Use”), together with any Order Form (as defined below) and any other document incorporated by reference herein (collectively, the “Agreement”) form a binding legal agreement between either Ada Support Inc. or its subsidiaries that have entered into an Order Form with Customer (as defined below) (“Ada Support”, “us”, “we”, and “our”) and Customer. These Terms of Use govern Customer’s access to and use of our Services (as defined below). By using the Services (including the Site) in any way, or executing an Order Form, Customer hereby agrees to these Terms of Use.

SERVICES; AVAILABILITY; PERFORMANCE; RESTRICTIONS

Definitions

The definitions used but not otherwise defined in the body of these Terms of Use are set out in Appendix A (Definitions).

Use of the Ada Platform

Subject to Customer’s compliance and in accordance with this Agreement, Ada Support will make available for the Order Form Term:

1. The Platform Services to Customer and the applicable Authorized Customer Users; and
2. The Ada Support APIs for Customer and the applicable Authorized Customer Users to access and interact with the Platform Services in accordance with the API Terms, in each case, as more particularly set out in the Order Form.

Services Updates

Ada Support reserves the right to make changes and updates to the Services, provided such change does not materially degrade the Services. Ada Support will inform Customer of any material changes or upgrades to the Services by sending an email notification or posting on the Platform Services.

Order Form: means eitherAdditional Services

Ada Support will provide any professional services to Customer as may be set out in the Order Form or a SOW (collectively, the “Professional Services”).

Affiliate Use

An Affiliate of Customer may access and use the Services either as an Authorized Customer User of Customer or by executing an Order Form with Ada Support whereby such Affiliate agrees to be bound by the terms of this Agreement directly with Ada Support. Similarly, an Affiliate of Customer may receive Professional Services from Ada Support under a Statement of Work between Ada Support and Customer, or by executing a Statement of Work with Ada Support whereby such Affiliate agrees to be bound by the terms of this Agreement directly with Ada Support.

Use of Subcontractors

Customer agrees that Ada Support may, from time to time, in its discretion engage third party subcontractors, including subprocessors, to perform Services. Ada Support will be responsible for such third parties’ performance of the Services. A list of subprocessors who process Customer Data is set out at: www.ada.cx/legal/subprocessors/.

Customer Responsibilities

Customer will:

1. Be solely responsible for all use of the Platform Services and related documentation under Customer user accounts
2. Not transfer, resell, lease, license, or otherwise make available the Platform Services to third parties, excluding Authorized Customer Users, (except to make the Bot available to End Users as contemplated in the Order Form) or offer them on a standalone basis
3. Use the Platform Services only in accordance with this Agreement, the Acceptable Use Policy, the Service Specific Terms, the applicable related documentation, any applicable Order Form, and any applicable laws or regulations
4. Be solely responsible for all acts, omissions, and activities of Authorized Customer Users and End Users, including:
   • Their question and answer flows within the Bot and any Customer Data that Customer chooses to process in the Bot
   • Their compliance with this Agreement, the Acceptable Use Policy, the Service Specific Terms, the applicable related documentation, any applicable Order Form
   • Applicable law or regulation
5. Be solely responsible for any and all Customer Data provided under these Terms of Use, including obtaining all necessary licenses, permissions and consents to enable all material comprising Customer Data, excluding Outputs, to be made available to Ada Support for Ada Support to transmit, host and store
6. Make any disclosures in its privacy notices, or as otherwise required under law, regarding Customer’s use of the Services to collect and process Customer Data (such as disclosing use of a virtual third-party chatbot, generative artificial intelligence and/or storage of chat conversations)
7. Ensure that use of the Services by End Users is subject to Customer’s own user agreement, which must contain provisions prescribing that:
   • End Users disclaim any liability on the part of Ada Support
   • End Users are responsible for independently verifying the Outputs made by the Services and acknowledge and understand that they should not rely on the accuracy of such Outputs, as they may be false, misleading, or not reflective of the most current or up-to-date information
8. Use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify Ada Support promptly of any such unauthorized access or use

Third Party Products and Services

Certain features of the Services provide the option of integration with third party products and services, such as third-party APIs, that Customer chooses to use with the Services (“Third-Party Products and Services”). Accordingly, Customer acknowledges that such Third-Party Products and Services are unaffiliated with Ada Support and agrees that the availability and performance of certain features will be subject to the availability and performance of such Third-Party Products and Services for which Customer is responsible for, including abiding by any licenses or agreements Customer has accepted with respect to such Third-Party Products and Services.

Third Party Features

If Ada Support has identified that a specific feature of the Services is reliant on third party technology in an Order Form or a SOW, Customer will accept and comply with the license terms applicable to such third-party technology that have been identified by Ada Support in such Order Form or SOW. If Customer does not agree to abide by the applicable license terms for any such third-party technology, then Customer will not access or use the applicable feature. Any exchange of data between Customer and any such provider of third-party technology is solely between Customer and the applicable third-party technology provider. Ada Support does not warrant or support such third-party technology, or guarantee the availability or usability of any such feature provided through such third-party technology.

OWNERSHIP OF IP AND DATA

Ownership of Customer Data

As between Customer and Ada Support, Customer owns all right, title and interest in and to Customer Data. Customer hereby grants Ada Support and its Affiliates a worldwide, royalty-free, and non-exclusive license to access Customer Data in order to:

1. Provide, maintain, and improve the Services for Customer
2. Perform the obligations set out in this Agreement or required under applicable laws
3. Create aggregated and de-identified information that does not contain Personal Information (“Aggregated and Statistical Information”)

Ada Support may use, process, store, disclose, transfer, transmit, copy, modify and display the Aggregated and Statistical Information for any purpose and without restriction or obligation to Customer of any kind. Aggregated and Statistical Information is not considered to be Customer Data and is not Customer’s Confidential Information. Nothing in this Agreement shall restrict Ada Support from using Inputs for its own purposes, or for other customers, where such Inputs are generic in nature and do not include Confidential Information of Customer.

Ownership of Services; Ada Models

Ada Support owns all right, title, and interest, including Intellectual Property Rights, in and to:

1. The Services, including any Ada Models comprising thereof
2. Aggregated and Statistical Information (as defined below)
3. Any materials or work product developed or provided by Ada Support to Customer under an Order Form or a SOW including as part of the Professional Services (unless otherwise stated in the SOW)
4. Any changes, updates, enhancements, adaptations, translations, or derivative works to the foregoing

Except for rights granted to Customer, all other rights in and to the Services are expressly reserved by Ada Support and its licensors.

Data Protection

Customer agrees that Personal Information will be held and processed by Ada Support in accordance with the terms of its privacy policy as set out on the Site: www.ada.cx/legal/privacy and, to the extent required by applicable law, the Data Processing Addendum once executed by the Parties.

Feedback

By providing any feedback to Ada Support, Customer grants Ada Support a perpetual, worldwide, fully transferable, sublicensable, non-revocable, non-exclusive and royalty free license to use the feedback that Customer provides for any purpose.

AI GOVERNANCE

AI Safety and Compliance

Customer acknowledges that components of the Services use generative artificial intelligence, and as such, the Outputs may be generated using generative artificial intelligence. The Models that are used by Ada Support to generate such Outputs, including Models that are provided by Ada Support’s third-party providers, are each subject to Ada Support’s due diligence processes and testing on the safety, quality, and security of such Models. Ada Support endeavors that the use of Models in its provision of the Services will comply with all applicable laws and regulations.

Improvements to Models

Ada Support does not permit any of its third-party providers that provide Ada Support with Models to:

1. Store Customer Data beyond the period reasonably required to for such third party to provide the applicable Services
2. Train or fine tune any such Model on Customer Data

In exercising the rights granted to Ada Support in Section 2(a), Ada Support may use Aggregated and Statistical Information to improve the Models.

FEES; PAYMENT

Fees

Customer will pay the fees as described in the applicable Order Form (“Fees”). If no Order Form is signed between Customer and Ada Support, Customer will pay the applicable fees as specified on the Platform Services. Fees for any Renewal Term will be subject to a 10% increase for the same Services.

Marketplace Purchases

With Ada’s consent, Customer may purchase the Services through one of Ada Support’s authorized marketplaces (each a, “Marketplace Provider”). If Customer has purchased Services through a Marketplace Provider, then Customer will be invoiced by the Marketplace Provider for such Services and will pay the Fees directly to the Marketplace Provider in accordance with the Marketplace Provider’s invoicing and payment terms.

Conversations

If Customer purchases a set number of Conversations and exceeds the Conversation limit in the Order Form, Ada Support or the Marketplace Provider, as applicable, will invoice Customer for the additional Conversations at Ada Support’s then-current rates. If a Conversation is initiated by Customer as part of a proactive campaign, then a Conversation would only be charged if the End User responds.

Invoices and Payment

For Fees that are directly payable by Customer to Ada Support, invoices will be sent, and payment will be due, in accordance with the terms of the Order Form. Unless otherwise stated in the Order Form, invoice billing and payment will be annual upfront payments, and Customer will pay all invoices received from Ada Support within 30 days of receipt. Customer will pay such invoices by wire transfer or ACH direct payments. Such amounts are subject to a finance charge of 19.56% per annum on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, and may result in immediate termination of Services.

Taxes

Unless otherwise stated, the Fees do not include any direct or indirect local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, goods and services, harmonized, use or withholding taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases pursuant to this Agreement. If Ada Support has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 4, the appropriate amount will be invoiced to and paid by Customer, unless Customer provides Ada Support with a valid tax exemption certificate authorized by the appropriate taxing authority.

CONFIDENTIALITY

Confidential Information

Each Party (“Receiving Party”) will protect the other Party’s (“Disclosing Party”) non-public, proprietary information (“Confidential Information”) and use it solely for purposes related to this Agreement. Confidential Information excludes information that is public, known prior to disclosure, independently developed, or lawfully obtained from a third party. The Receiving Party will not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except:

1. As permitted in this Agreement
2. With the Disclosing Party’s prior written permission

Notwithstanding the foregoing, Ada Support may disclose this Agreement to its Affiliates, actual and prospective investors, shareholders, consultants, contractors, advisors and partners. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it will provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. The Disclosing Party may seek injunctive relief for any breach of Confidential Information.

SUSPENSION OF SERVICES

Suspension of Services

Ada Support may suspend Customer’s access to the Services upon the occurrence of any of the following:

1. Degradation or instability of any part of the Platform Services, in which case Ada Support will endeavor to provide prior written notice to Customer
2. If Customer’s payment of Fees is thirty (30) days or more overdue to Ada Support or the Marketplace Provider, as applicable. Such is in addition to any of Ada Support’s other rights or remedies and will persist until Customer has paid all outstanding amounts in full
3. An emergency, suspected fraud, enforcement by external authorities or regulatory requirement without notice or on provision of at least ten (10) days’ prior written notice to Customer where practicable
4. Customer’s failure to abide by the Agreement

Ada Support will have no responsibility or liability for any losses, lost profits, potential lost business opportunities or other damages that might arise in relation to Ada Support’s suspension of Customer’s access to the Services.

TERM AND TERMINATION

Term

This Agreement will begin at the start of the Initial Term of the first Order Form and remain in effect until expiry of all outstanding Order Forms (the “Term”). Each Order Form will set out each Initial Term and Renewal Term (if applicable), including any terms and conditions relating to the Renewal Term (if applicable). If Customer’s use of any Services extends past the termination or expiry of the Term, then the terms and conditions of this Agreement will survive until such use terminates. If Customer has purchased the Services through a Marketplace Provider, the Initial Term and the Renewal Term, as applicable, will be the dates set out in the Order Form regardless of the subscription start or end dates provided by or agreed to with the Marketplace Provider.

Termination

Either Party may terminate this Agreement immediately on written notice if the other Party:

1. Commits a material breach of this Agreement, which is capable of remedy, and the Party in breach fails to remedy the breach within thirty (30) days of written notice from the other Party
2. Commits a material breach of this Agreement which cannot be remedied
3. Is repeatedly in breach of this Agreement and has been given prior notice in writing that a further breach of this Agreement will result in its termination
4. Is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors, or if it goes into either voluntary (other than for reconstruction or amalgamation) or compulsory liquidation, or a receiver or administrator is appointed over its assets, or if the equivalent of any such events under the laws of any of the relevant jurisdictions occurs
5. Is unable, as a result of a Force Majeure Event (as defined below) or for any other reason, to comply with a material portion of this Agreement for a continuous period of not less than sixty (60) days

Effect of Termination

The following are effects of termination:

1. Any termination of this Agreement (howsoever occasioned) will not affect any accrued rights or liabilities of either Party, nor will it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination
2. Customer will, at Ada Support’s choice, return all Confidential Information of Ada Support and any copies thereof or destroy or permanently delete all such Confidential Information and provide written certification that it has done so
3. Following termination of this Agreement, Ada Support will retain Customer Data for a reasonable period of time (including to comply with applicable laws) and enable Customer to request and export certain Customer Data, and after such reasonable period of time, Ada Support will destroy or permanently delete all Customer Data
4. Notwithstanding anything to the contrary herein, the obligation to return, destroy or permanently delete all copies of the Confidential Information of the other Party does not extend to automatically generated computer backups or archival copies on Parties’ automatic backup systems, provided that such copies are held in accordance with the provisions of this Agreement for so long as they are retained

WARRANTIES; DISCLAIMERS

Ada Warranty

Ada Support represents and warrants that the Services will be performed in a good and workmanlike manner, and consistent with industry standards applicable to top tier providers of similar services and otherwise in accordance with the terms of this Agreement.

Customer Warranty

Customer represents and warrants to Ada Support that Customer has all the rights, power and authority necessary to grant the licenses granted herein and that use of the Customer Data in the manner contemplated herein will not breach the rights of any third party. Customer is solely responsible for obtaining, and will obtain, all rights, consents, and permissions from, and making all requisite disclosures to, Authorized Customer Users and End Users, in each case as required under applicable laws, for:

1. Customer’s use of Customer Data in connection with the Services in accordance with the terms of this Agreement
2. For Ada Support to perform the Services and the obligations under this Agreement, including to collect, procure, gather, store, process and access Customer Data or Personal Information

Customer agrees that it will:

1. Not request any sensitive Personal Information, including credit card or banking information, from its End Users through the Services and will not otherwise provide or make available any such sensitive Personal Information to Ada Support, and Customer further acknowledges that Ada Support is not a payment card processor and that Services are not PCI DSS compliant
2. Not use the Services to transmit, store, or process personal health information, including health information subject to United States Health Insurance Portability and Accountability Act (“HIPAA”) regulations except as permitted by an executed HIPAA Business Associate Agreement

Mutual Warranties

Each Party represents and warrants to the other Party that:

1. It is a corporation, duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation
2. It has all requisite power and authority and approvals to execute, deliver and perform its obligations under this Agreement
3. The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by it and any necessary third parties
4. It will perform its duties and obligations hereunder in a careful, diligent, professional, proper, efficient and businesslike manner, consistent with industry standards

GENERAL DISCLAIMER

ADA SUPPORT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE SERVICES (OR ANY PART THEREOF) AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY ADA SUPPORT TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ADA SUPPORT HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, ADA SUPPORT EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER, INCLUDING ANY OUTPUTS, IN CONNECTION WITH CUSTOMER’S USE OF THE SERVICES (OR ANY PART THEREOF), IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.

AI DISCLAIMER

WITHOUT LIMITING SECTION 8(d) (GENERAL DISCLAIMER), CERTAIN FEATURES AND FUNCTIONALITY OF THE SERVICES MAKE USE OF ARTIFICIAL INTELLIGENCE THAT IS DESIGNED TO, AMONG OTHER BENEFITS, IMPROVE CUSTOMER ENGAGEMENT AND STREAMLINE SUPPORT PROCESSES, INCLUDING FEATURES AND FUNCTIONALITY RELATED TO AUTOMATED CUSTOMER INTERACTIONS, NATURAL LANGUAGE PROCESSING, AND RESPONSE GENERATION. CUSTOMER ACKNOWLEDGES AND AGREES THAT:

1. OUTPUTS GENERATED BY THE SERVICES MAY NOT BE UNIQUE TO CUSTOMER AND ARE NOT GUARANTEED TO BE ACCURATE, NON-INFRINGING, OR FREE OF OFFENSIVE OR UNAUTHORIZED CONTENT
2. AI SOLUTIONS HAVE INHERENT LIMITATIONS WITH RESPECT TO:
   • THEIR DEPENDENCE ON TRAINING DATA
   • THE WAY SUCH AI SOLUTIONS ARE USED AND PROMPTED
   • THEIR ACCURACY (INCLUDING THE POSSIBILITY OF HALLUCINATIONS)

ACCORDINGLY, THE SERVICES ARE NOT A REPLACEMENT FOR QUALIFIED AND SKILLED PROFESSIONALS. CUSTOMER AGREES THAT IT WILL EXERCISE ITS OWN GOOD JUDGEMENT, INCLUDING TAKING STEPS TO ENSURE THE ACCURACY OF THE OUTPUTS OF THE SERVICES AND TAKING STEPS TO ENSURE THERE IS SUFFICIENT HUMAN OVERSIGHT.

INDEMNIFICATION

Intellectual Property Indemnification

If liable, Ada Support will defend Customer against third-party claims resulting from infringement by the Services of any patent or any copyright or misappropriation of any trade secret (“IP Claim”), and pay amounts finally awarded by a court or included in a settlement approved by Ada Support, provided:

1. Ada Support is promptly notified of any and all threats, claims and proceedings related thereto
2. Customer provides reasonable assistance requested by Ada Support
3. Customer gives Ada Support sole control over defense and settlement

The obligations of Ada Support in this Section 9(a) will not apply to the extent that an IP Claim by the third party is:

1. Based on the unauthorized use by the Customer (or any End User, Affiliate of Customer or Authorized Customer Users) of the Services in a manner not permitted by this Agreement
2. Based on Customer Data
3. Based on the modification of Services by or on behalf of the Customer in a manner not permitted by this Agreement

If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Ada Support to be infringing, Ada Support may, at its option and expense:

1. Replace or modify the Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality
2. Obtain for Customer a license to continue using the Services
3. If neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused Fees for the Services, calculated on a monthly prorated basis

Mutual Indemnification

Each Party (the “Indemnifying Party”) agrees to defend the other Party and its Affiliates, officers, directors, employees and representatives (the “Indemnified Parties”) from and against any and all claims, complaints, demands, investigations, actions, suits and proceedings by any third party, for which the Indemnifying Party is liable for (each a “Third Party Claim”), and all resulting liabilities and obligations (including damages, administrative monetary penalties, financial sanctions, settlement payments, expenses and costs, including lawyer’s fees) awarded by a court or included in a final settlement arising from, connected with or relating to:

1. In the case of Customer as the Indemnifying Party, any breach of Sections 1(f) or 8(b), any breach by Customer of applicable laws, or any Third Party Claim related to Customer Data, including if Customer Data infringes the rights, including Intellectual Property Rights or privacy rights, of any third party
2. In the case of Ada Support as the Indemnifying Party, the unauthorized disclosure by Ada Support of Personal Information, contrary to these Terms of Use, except arising from or otherwise attributable to any act or omission by the Customer

Conditions

In consideration for the Indemnifying Party’s obligations under Section 9(b), the Indemnified Party will:

1. Promptly give the Indemnifying Party written notice of the Third Party Claim
2. Give the Indemnifying Party sole control of the defense and settlement of the Third Party Claim
3. Provide to the Indemnifying Party all reasonable assistance in defending or settling the Third Party Claim

LIMITATION OF LIABILITY

Limitation on Indirect Liability

In no event will either Party be liable for any consequential, incidental, punitive or special damages which either Party or End Users, Affiliates, parent companies, associates, agents, officers, directors or employees may incur or suffer in connection with this Agreement, including, resulting from either Party’s acts or omissions pursuant to this Agreement.

Limitation on Amount of Liability

To the maximum extent permitted by applicable law, each Party’s aggregate liability for all claims relating to this Agreement will not exceed the equivalent of the Fees paid or payable by Customer to Ada Support in the previous six (6) months preceding the claim.

Exceptions to Limitations

These limitations of liability do not apply to either Party’s indemnification obligations under Section 8. In respect of Ada Support’s indemnification obligations under Section 8, Ada Support’s aggregate liability for all claims will not exceed the equivalent of the Fees paid or payable by Customer to Ada Support in the previous twelve (12) months preceding the claim.

MISCELLANEOUS

Force Majeure

Neither Party will be liable for any failure or delay in fulfilling its obligations, except payment obligations, if caused by unforeseen circumstances beyond its reasonable control such as government actions, strikes, natural disasters, war, blockades, or epidemics (“Force Majeure Event”). A Party affected by a Force Majeure Event must promptly notify the other Party in writing within seven (7) days, detailing the affected obligations and an expected timeline for resolution. If the event continues for more than sixty (60) days, either Party may terminate this Agreement without liability to the other.

Relationship of the Parties

The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party will have authority to contract for or bind the other Party in any manner whatsoever.

Responsibility for End-User Support

Except as set out in an Order Form or this Agreement, Customer acknowledges and agrees that Ada Support has no obligation to provide support or technical assistance to the Authorized Customer Users or End Users of Services.

Interpretation

For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

1. All references in this Agreement to designated “sections”, “paragraphs” and other subdivisions are references to the designated sections, paragraphs and other subdivisions of this Agreement
2. The words “herein”, “hereof” and “hereunder”, and other words of similar import, refer to this Agreement as a whole and not to any particular section, paragraph or other subdivision
3. The headings are for convenience only and do not form a part of this Agreement, nor are they intended to interpret, define or limit the scope, extent or intent of this Agreement, or any of its provisions
4. Where the words “include”, “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”, and the words following “include”, “includes” or “including”, as the case may be, will not be considered to set forth an exhaustive list
5. The term “or” will be interpreted inclusively, meaning that it refers to either one or both of the listed options
6. Unless otherwise stated in an Order Form, all references to currency will mean US dollars (USD) currency
7. Any reference to any person will include and will be deemed to be a reference to any entity that is a successor to such entity

Governing Law and Jurisdiction

This Agreement will be construed and enforced in accordance with, and the rights of the Parties will be governed by, the laws of the Province of Ontario, Canada, without reference to its choice of law rules. Each of the Parties attorns to the exclusive jurisdiction of the courts of the Province of Ontario located in Toronto, Ontario.

The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods and Ontario’s International Sales Conventions Act, R.S.O. 1990, c. I. 10 do not apply to this Agreement. Notwithstanding the foregoing, Ada Support may seek remedies with respect to a violation of Intellectual Property Rights or confidentiality obligations, in any jurisdiction.

Assignment

Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld). Notwithstanding the foregoing, Ada Support may assign this Agreement in its entirety, without consent of the other Party, to an Affiliate, or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets. Any attempt by a Party to assign its rights or obligations under this Agreement in breach of this Section 11(f) will be void and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.

Publicity

Ada Support may publicly identify the Customer as a customer of Ada Support, including using Customer’s name and logo in marketing materials, provided consent will not be required for Ada to identify Customer during communications with Ada Support’s partners, customers, prospects, or investors, which for clarity may include investor or earnings calls.

Notices

All legal notices sent in connection with this Agreement will be in writing and may be served personally or by prepaid registered or certified mail or by private mail service (for example, Federal Express or DHL), or by email with return receipt, to Ada Support’s address noted below and the Customer address listed on the Order Form.

If to Ada Support:

Attention: Legal Department
Ada Support
46 Spadina Avenue, Suite 500 Toronto, ON M5V 2H8
Email: [email protected]

Binding Nature of Agreement

This Agreement will ensure to the benefit of and will be binding upon the Parties hereto together with their successors and permitted assigns.

Amendments, Waiver

Ada Support may amend these Terms of Use by providing notice to Customer, including by updating these Terms of Use on the Site. Any updates will come into effect upon notice to Customer.

Further Assurances

The Parties covenant and agree to do such things and execute such further documents, agreements and assurances as may be necessary or advisable from time to time to carry out the terms and conditions of this Agreement in accordance with their true intent.

Provisions Severable

If any provision of this Agreement is held to be invalid, unenforceable or illegal, such provision will be deemed to be independent and severable from the remaining provisions of this Agreement, and the remaining provisions of this Agreement will not be affected and will be valid and enforceable to the full extent permitted by law.

Rights and Remedies Cumulative

Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.

Survival

The obligations and rights of the Parties that may have arisen or accrued under the Agreement will survive the termination or expiration of the Agreement without prejudice. All provisions of these Terms of Use which by their nature should survive to give effect to these Terms of Use, will survive termination or expiration.

Entire Agreement

These Terms of Use and the Order Form, as well as any addenda, exhibits and attachments thereto, constitute the entire agreement between Customer and Ada Support pertaining to the subject matter of these Terms of Use and supersedes all prior agreements and understandings between Customer and Ada Support, including but not limited to anything set out in a Customer purchase order or similar documentation. In the event of any conflict between the terms and provisions of these Terms of Use, the Order Form, or those of any exhibit, schedule, attachment, or appendix, the following order of precedence will govern:

1. First, the Order Form (if there are more than one active than whichever is most recently signed followed be earlier Order Forms)
2. Second, the Service Specific Terms
3. Third, these Terms of Use, excluding its exhibits, schedules, attachments, and appendices
4. Fourth, the exhibits, schedules, attachments, and appendices to this Agreement
5. Fifth, any other documents incorporated herein by reference

Language

The Parties have expressly requested and required that this Agreement and all related documents be written in the English language. Les Parties conviennent et exigent expressément que ce Contrat et tous les documents qui s’y rapportent soient rédigés en Anglais.

Last updated: February 3, 2025

To view the previous version of the Terms of Use (Effective September 1, 2022) click here.

APPENDIX A

Definitions

Ada Models: means Models owned by or developed by on behalf of Ada Support, including Ada Support’s fine-tuned models based upon open sourced or other third-party models.

Ada Support APIs: means any Ada Support proprietary application programming interface (API) used to access the Ada Platform.

Affiliate: means any entity that directly or indirectly controls or is controlled by or is under common control with, the party specified. For purposes of this definition, “control” means direct or indirect ownership of more than fifty percent (50%) of the voting interests of the subject entity.

API Terms: means Ada Support’s API terms found at www.ada.cx/legal/api-terms.

AUP or Acceptable Use Policy: means the Ada Support Acceptable Use Policy set out at www.ada.cx/legal/acceptable-use-policy.

Authorized Customer Users: means employees or agents of Customer or any Affiliate of Customer that are authorized by Customer to access and use the Services on behalf of Customer.

Bot: means Ada Support’s proprietary conversational, artificial intelligence-powered bots, provided as part of the Services, including any bot designed to automate customer experience, customer engagement, customer support assistance, and technical support.

Channel: means any communication or messaging channel(s) specified in the Order Form, which may include but are not limited to web chat, voice, email, or social messaging.

Conversation: means unlimited messages between a Bot and an End User in a single Channel, other than for a Voice Conversation or Email Conversation (as defined in the SST), during a 24-hour period. For clarity, a Conversation starts with an End User sending a message to Ada Support and ends with an End User exiting the chat or following 24 hours of inactivity from the last message sent by the Bot.

Customer: means the entity identified in the Order Form or any individual or entity who uses the Services.

Customer Data: means:
(a) the content that the Customer, any Authorized Customer User, or any End User provides, stores, or processes through the Services, including Inputs; and
(b) the Outputs.

Data Processing Addendum or DPA: means the Ada Data Processing Addendum set out at www.ada.cx/legal/data-processing-addendum if executed by the Parties, or any other Data Processing Addendum executed by the Parties.

End User: means end users of Customer who interact with the Bot or otherwise use the Ada Platform through the Channel.

Initial Term: means the earlier of:
(a) the date that Customer has first used the applicable Services; and
(b) the “Initial Term” set out in the Order Form.

Input: means any content Customer provides or exposes to Models made available through the Ada Platform.

Intellectual Property Rights: means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection in any part of the world.

Model: means a machine learning model that has been trained on datasets to learn patterns and relationships, enabling it to make inferences from Inputs to generate Outputs.

Order Form: means either: (a) an online order form submitted through the Site subscribing for the Services (which may be available from time to time); or (b) an order form signed by Customer and Ada Support subscribing for the Services, in each case, which incorporates these Terms of Use.

Order Form Term: means the Initial Term and the Renewal Term.

Output: means a result generated by Ada Models forming part of the Services.

Party: means either Customer or Ada Support, and Parties means both Customer and Ada Support.

Personal Information: means any information about an identifiable individual or any information that is defined as “personal information,” “personal data,” or a similar term under applicable privacy laws.

Platform Services: means Ada Support’s software platform, made available as a service, through which it provides its conversational Bots and related software offerings, including any Models utilized by the platform.

Renewal Term: has the meaning as set out in the Order Form.

Services: means, collectively: (a) the Platform Services; (b) the Professional Services; and (c) any other products and services set out in an Order Form or otherwise made available by Ada Support under these Terms of Use.

Site: means any website of Ada Support, including www.ada.cx, www.ada.support, and any sub-sites of the foregoing websites.

SST or Service Specific Terms: means the Ada Support Service Specific Terms set out at www.ada.cx/legal/service-specific-terms.

Statement of Work or SOW: means any written or electronic statement of work for the order of Professional Services entered into between Ada Support and Customer.