Terms of Service

Terms and Conditions

Last updated: January 2025

Parties: idapt ("idapt", "we") and the customer identified at signup (the "Customer").

By signing up or subscribing to our services, the Customer accepts these Terms (the "Agreement").

1. Purpose & Contract Documents

These Terms govern access to and use of idapt's platform and services (the "Services").

The Agreement consists of, in order of precedence: (1) the Subscription page, (2) these Terms, (3) the Data Processing Addendum (DPA), (4) the Privacy Policy, (5) the Acceptable Use Policy (AUP). In case of conflict, the above order prevails.

2. Key Definitions

TermDefinition
UserA person authorized by Customer to use the Services (i.e., the account holder).
Customer DataAll data stored or processed via the Services for Customer and Users (including personal data, chat conversations, documents, and attachments).
Account InformationUser personal data (such as names, pseudonyms, passwords, email addresses), Customer information (such as billing information, usage quotas), and communications between the Customer and idapt support.
Sub-ProcessorA provider engaged by idapt that may process Customer Data (listed in the Privacy Policy).
Third-Party Provider ServicesThird-party services used by idapt to operate the Services (e.g., AI model providers, hosting, payment processing).
Usage DataInformation relating to the provision, use, and performance of the Services (including analytics, statistical data, AI token usage, and performance metrics). Usage Data does not contain Customer Data except for messages sent to idapt support.

3. Subscription, Term, Renewal

Access is provided via a subscription plan (the "Subscription Plan") that you select. Unless stated otherwise, subscriptions auto-renew for the same duration (monthly or annually) unless either party cancels prior to renewal. idapt may update the Services without materially degrading the functionality of your current Plan.

4. Access & Support

Subject to payment of Fees, idapt grants a non-exclusive, non-transferable, non-sublicensable right to use the Services for your personal or internal business use.

Email support is available Monday–Friday at support@idapt.ai.

5. Prohibited Use (Acceptable Use Policy)

Customer shall not (and shall not permit others to):

  • Resell, rent, or sublicense the Services;
  • Bypass subscription Plan limits or usage quotas;
  • Tamper with security features or attempt unauthorized access;
  • Reverse engineer, decompile, or attempt to extract source code;
  • Violate any applicable law, third-party rights, or use the Services for unlawful, harmful, threatening, defamatory, obscene, harassing, or offensive purposes;
  • Use the Services to build or promote a competing service;
  • Introduce malware, viruses, or disruptive code, or overload or disrupt the Services;
  • Access, store, distribute, or transmit material that is unlawful, sexually explicit, discriminatory, or infringes on third-party intellectual property rights.

Each User must use unique, non-shared credentials. Customer remains responsible for all activity under their account.

6. Personal Data & Confidentiality

Roles: Customer is the Data Controller; idapt acts as Data Processor when processing Customer Personal Data.

Data Processing Addendum (DPA): idapt's DPA applies to such processing in compliance with GDPR and applicable data protection laws. See our Privacy Policy for details.

Third-Party Integrations: When Customer uses third-party integrations (including AI model providers), data may be transmitted to them as per their functionality. Customer must ensure such transfers comply with applicable laws.

Unstructured Personal Data: Personal data might be sent to idapt by the Customer through chat conversations or file uploads. Customer is solely responsible for ensuring that the processing of such personal data complies with applicable data protection laws.

Confidentiality: Each party protects the other's confidential information and uses it only to perform the Agreement. Disclosures are allowed to professional advisers bound by confidentiality duties and where required by law.

7. Intellectual Property

Customer Data

Customer Data remains Customer's property. Customer grants idapt a limited license to host, process, secure, and operate Customer Data to provide the Services.

Customer Feedback

Any feedback, suggestions, or ideas provided by Customer may be used freely by idapt to improve the Services.

Usage Data

idapt may (i) collect, analyze, and process Usage Data internally for its business purposes, including for security, analytics, service improvement, and diagnostic purposes, and (ii) disclose Usage Data only in an aggregated and/or anonymized form that does not allow identification of Customer or any User.

idapt Intellectual Property

The platform, software, documentation, trademarks, and any deliverables remain idapt's property. No rights are granted beyond the usage license described in Section 4.

8. Fees, Payments, Refunds, and Taxes

Fees are set out on the subscription/pricing page. Unless stated otherwise:

  • Pre-billing at the start of each subscription period (monthly or annually);
  • Auto-renewal at then-current rates;
  • Some features may be usage-based (overages may require upgrade or may be limited);
  • On non-payment, idapt may suspend access to the Services.

Refund Policy

30-Day Money-Back Guarantee: You may request a full refund within 30 days of your initial subscription purchase, no questions asked. To request a refund, contact us at support@idapt.ai.

After the 30-day period, refund requests will be considered on a case-by-case basis at idapt's sole discretion.

No Refunds for Partial Periods: Except within the 30-day window, no refunds are provided for unused portions of a subscription period if you cancel mid-cycle.

Taxes

Prices are exclusive of taxes. Customer is responsible for paying all applicable taxes (VAT, sales tax, etc.).

9. Warranties

Mutual Warranties

Each party confirms it has the authority to enter into this Agreement and doing so does not breach any other obligations.

idapt Warranties

During the Subscription Term, idapt warrants that: (a) the Services will perform substantially as described in the documentation; and (b) the Agreement reflects appropriate safeguards to protect the security, confidentiality, and integrity of Customer Data.

If idapt breaches these warranties and Customer notifies idapt within 30 days, idapt will either (i) fix the Services or (ii) terminate the Agreement and refund unused fees.

Customer Warranties

Customer warrants that it: (a) has the rights and consents needed for idapt to process Customer Data; (b) will use the Services lawfully and in line with this Agreement; and (c) will comply with the terms of any third-party services it connects to idapt.

Disclaimer

Except as expressly stated above, the Services and documentation are provided "as is". idapt disclaims all other warranties, express or implied, including non-infringement, merchantability, fitness for a particular purpose, accuracy, or uninterrupted availability.

10. Indemnification

By idapt

idapt will defend and indemnify Customer against third-party intellectual property infringement claims arising from the Services, with remedies including obtaining a license, modifying or replacing the infringing component, or providing a pro-rata refund.

Usual exclusions apply: misuse of the Services, unintended combinations, third-party changes, obsolete versions, Customer Data, or third-party services enabled by Customer.

By Customer

Customer will defend and indemnify idapt for claims relating to Customer Data, unlawful or non-compliant use of the Services, or Customer-enabled third-party integrations.

Procedure

The indemnified party must provide prompt notice of any claim. The indemnifying party controls the defense, and the indemnified party provides reasonable cooperation.

11. Force Majeure

No party is liable for failure to perform due to a force majeure event (events beyond reasonable control, such as natural disasters, war, strikes, or government actions). If a force majeure event lasts 90 days or more, the other party may terminate this Agreement on written notice.

12. Limitations of Liability

Liability Cap

Except for the cases described below, each party's total liability under this Agreement is capped at 100% of the subscription fees paid (or payable) in the 12 months before the claim. Multiple claims will not increase this cap.

Unlimited Liability (Legally Required)

Nothing in this Agreement limits liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any liability that cannot be excluded or limited by applicable law.

Indirect Damages

Neither party is liable for indirect or consequential damages such as loss of profits, revenue, goodwill, data, or system availability.

Customer Mitigation

Customer is responsible for maintaining backups, monitoring its systems, and reporting issues promptly. idapt's liability for data loss is limited to recovery efforts that would have been possible if Customer had proper backups in place.

Risk Allocation

These limits reflect the agreed allocation of risk and are a key basis for the pricing of the Services.

13. Suspension

idapt may suspend all or part of the Services (with notice as soon as practicable) if: (i) material breach of this Agreement, (ii) risk to service integrity, security, or other customers, (iii) legal requirement, or (iv) suspected unauthorized access.

14. Term, Termination, Data Return

The Agreement runs from the date you subscribe while your subscription remains active.

Termination

Either party may terminate for: (i) uncured material breach (30 days' notice to cure), (ii) cessation of business, or (iii) insolvency proceedings.

On termination:

  • Access rights end immediately;
  • Customer Data will be retained according to the data retention policy in our Privacy Policy (up to 30 days for abuse detection, up to 1 year for account data);
  • Sections that by nature should survive will survive (payment obligations, confidentiality, intellectual property, liability limits, governing law, etc.).

15. Beta & Free Trials

Under specific circumstances, beta features or free trials may be provided without warranty. If so, they may change or be discontinued at any time. Service-level commitments do not apply by default to beta features or free trials.

16. Open-Source Software

Open-source components (such as MIT-licensed software) may be used in the Services. Their respective licenses apply where required. idapt remains responsible for providing the Services as a whole.

17. General Provisions

Governing Law / Jurisdiction

This Agreement is governed by French law. Any disputes shall be subject to the exclusive jurisdiction of the courts of Paris, France.

Assignment

This Agreement is not assignable without prior written consent, except as permitted by law for corporate transactions (mergers, acquisitions, etc.).

Independent Contractors

The parties agree that each is an independent contractor and neither party has the right or authority to assume or create any obligation or responsibility on behalf of the other party.

Severability / Waiver

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in effect. No waiver of any provision will be implied from conduct; waivers must be in writing.

Amendments

idapt may update these Terms from time to time. Continued use of the Services after changes constitutes acceptance. We will notify you of material changes via email or in-app notification.

Electronic Signatures

Electronic acceptance (e.g., clicking "I agree" or using the Services) constitutes a binding signature.

Entire Agreement

This Agreement supersedes all prior terms, agreements, or understandings on the same subject matter.

18. Contact Us

For questions, concerns, or requests regarding these Terms of Service, you can contact us at:

Email: support@idapt.ai

idapt is a commercial name of Richard Morel, operating as auto-entrepreneur, SIREN 889 019 717, 200 rue de la Croix Nivert, Paris, 75015, France.