Last updated: Feb 04, 2024
These Terms of Service, published by Adaline, Inc., a company incorporated and registered in Delaware and registered address at 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808 (the "Supplier") govern the use of and access to our Services by you (the "Customer") and together with the Order Form shall hereafter be referred to as the "Agreement". Each of the Customer and the Supplier shall be a "Party" and together the "Parties".
By purchasing, accessing, or using the Services, the Customer acknowledges that Customer has read and understood the terms of the Agreement and agrees to be bound by its terms and conditions. The following terms and conditions shall govern the provision and use of the Services. The Services are intended for business use only.
In addition to any terms defined in the Order Form, the following definitions and rules of interpretation apply to this Agreement:
“API” means any application programming interface(s) operated or used by the Supplier for provision of the Services to the Customer.
“Authorized Users” means those employees and independent contractors of the Customer who are authorized by the Customer to use the Software under this Agreement.
“Business Day” means a day other than a Saturday, Sunday, or public holiday in the United State of America when banks in New York, NY are open for business.
“Confidential Information” means all confidential or proprietary information (however recorded or preserved) disclosed by one party or its employees, officers, subcontractors, representatives or advisers (together “Representatives”) to the other party and the other party’s Representatives, including the terms of this Agreement, the business, affairs, customers, clients, suppliers, plans, intentions, market opportunities, operations, processes, products, services, data, know-how, or trade secrets of the disclosing party, including anything specified as being Confidential Information in clause 11.4.
“Customer Data” means any commercial or proprietary data which is uploaded or otherwise submitted to the Software directly by the Customer, its Authorized Users, or by the Supplier on the Customer's behalf, including any data submitted into the Software indirectly via any third party application used by the Customer.
“Data Processing Addendum” means the Supplier's Data Processing Addendum set out at URL.
"Data Protection Legislation" has the meaning ascribed to it in the Data Processing. The terms "Personal Data", "Process", "Processor", "Controller", "Data Subject Request", "Standard Contractual Clauses", "Supervisory Authority", "personal data breach", "technical and organizational measures" and "Sub-processor" shall have the meanings ascribed to them in the Data Protection Legislation.
“Datapoint” means a single completion by the machine learning model of the Software, e.g., a prompt and completion from GPT-3, and is a single row in the Supplier's data table and the lowest level at which the Supplier attributes feedback.
“Datapoint Limit” means the number of Datapoints which may be processed by the Customer and Authorized Users under the Customer's Subscription Tier each month, as detailed in the Order Form.
“Derived Data” means data derived from the Customer’s use of the Services or Supplier processing of Customer Data, including: (i) data which is processed and stored as mathematical constructs; and (ii) statistical or aggregated data, but shall exclude any Personal Data.
“Documentation” means those printed or online instructions, manuals, screens, and diagrams distributed or otherwise provided by the Supplier that pertain to the Software or the provision of Professional Services.
“Effective Date” means, unless otherwise specified in the Order Form, the date at which Customer has been provided with access to the Software.
"Fees" means the fees (if any) payable in consideration of the provision of the Services.
“Free Trial” means where access to the Software has been granted to the Customer by the Supplier on the basis of beta access, a free trial or pilot period.
“Force Majeure Event” has the meaning set out in clause 17.3.