Terms of Use

Effective Date: March 19, 2025

These Terms of Use apply to your use of the a-dec.com website (“Website”) and all information, features, functionality, and services available through the Website, including but not limited to any generative artificial intelligence chatbot (“Chatbot”), all of which are offered by A-dec, Inc. (“A-dec,” and collectively, the “Services”). These Terms of Use constitute a binding agreement between you and A-dec. By using the Services, you, on behalf of yourself and any entity you represent (if any), agree to be bound by these Terms of Use. If you do not agree to the Terms of Use, please do not use the Services.

The A-dec Privacy Notice explains how we collect and use personal information. Although it does not form part of these Terms of Use, it is an important document that you should read.

Using the Services

What You Can Do. Subject to your compliance with these Terms of Use, you can access and use the Services. In using the Services, you must comply with all applicable laws as well as the Acceptable Use Policy and any other guidelines or policies we make available to you.

What You Cannot Do. You cannot use the Services for any illegal, harmful, or abusive activity. For example, you cannot:

• Use the Services in a way that infringes, misappropriates, or violates or otherwise interferes with anyone's rights.
• Modify, copy, lease, sell, distribute, or create derivatives of the Services.
• Attempt to or assist anyone to reverse engineer, decompile or discover the source code or underlying components of the Services, including models, algorithms, or systems (except to the extent this restriction is prohibited by applicable law).
• Automatically or programmatically extract data or Output (defined below).
• Represent that Output was human-generated when it was not.
• Test the vulnerability of the network and/or security systems or interfere with or disrupt the Services, including circumvent any restrictions or bypass any protective, safety, or security mitigations or measures we put on the Services.
• Use the Services to compete with A-dec.
• Frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form).
• Use the Services for automated decision-making.
• Use the Services for any high risk activities, such as medical diagnostics.
• Enter any sensitive information, including protected health information, into the Services.
• Otherwise use any of the Services other than for the intended purposes.

You expressly acknowledge and agree that engaging in any of the above prohibited activities constitutes an unauthorized use of the Services and a breach of these Terms of Use, which may result in sanctions, ranging from suspension or termination to criminal and/or civil liability.

Software and Hardware. You are responsible for all software, hardware, services (such as Internet service), and other equipment necessary to access and use the Services, including all related expenses, if any.

Third Party Services and Website. The Services may include third party software, products, or services, (“Third Party Services”) and some parts of the Services may include output from those services (“Third Party Output”). Third Party Services and Third Party Output are subject to their own terms, and we are not responsible for them. The Services may contain links to other websites. We are not responsible for the practices employed by such websites. A link to a non-A-dec website does not imply or constitute sponsorship, endorsement, approval, or responsibility for the content, or the use of such third-party website.

Feedback. We appreciate your feedback, and you agree that we may use it without restriction or compensation to you.

Submissions and Content

Submissions. Any communication you send to this Website or to A-dec in any other manner is non-confidential in nature unless otherwise expressly stated by A-dec on the web page on which such communication is submitted. You agree, warrant, and represent that and any and all disclosures, comments, suggestions, ideas, and other submissions, including Input (defined below) (“Submissions”) submitted by you through the Website (i) are exclusively owned or controlled by you; (ii) are accurate and do not violate the rights of, or cause injury to, any third party, including without limitation any third-party copyright, trademark right, right of privacy, right of publicity or other personal or proprietary rights; (iii) are not illegal, obscene, defamatory or threatening; and (iv) do not contain viruses. You must not use any false email address or other contact information, impersonate any person or entity, or otherwise mislead as to the origin of your Submissions.

Subject to the terms of the A-dec Privacy Notice, by sending such Submissions you automatically grant A-dec a royalty-free, unrestricted, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, distribute, perform, display, and create derivative works from such Submission, whether alone or as part of other works in any form, media, or technology, whether now known or hereafter developed, for any purposes whatsoever, including to provide, develop, enhance, secure, and improve the Services, and to sublicense such rights through multiple tiers of sublicensees.

Content. You may provide input to the Chatbot (“Input”) and receive output from the Chatbot based on the Input (“Output” and together with the Input, “Content”). You are responsible for Content, including ensuring that it does not violate any applicable law or these Terms of Use. You represent and warrant that you have all rights, licenses, and permissions needed to provide Input to the Chatbot. As between you and A-dec, and to the extent permitted by applicable law, you (a) retain your ownership rights in Input and (b) own the Output. We hereby assign to you all our right, title, and interest, if any, in and to your Output. Due to the nature of the Chatbot and artificial intelligence generally, Output may not be unique, and other users may receive similar output from the Chatbot. Our assignment above does not extend to other users' Output. We may use Content to provide, maintain, develop, and improve the Services, including the Chatbot, comply with applicable law, enforce our terms and policies, and keep the Chatbot safe.

Accuracy, Completeness, and Timeliness of Information

Services. A-dec is not responsible if any information available through the Services, including Output, is not accurate, complete, or current. A-dec reserves the right to modify the Services at any time without notice but has no obligation to update the Services. It is your responsibility to monitor changes to the Services. There may be times when the Services or certain features or parts of the Services become unavailable on an unscheduled basis. We will not be liable to you for any temporary or permanent withdrawal, modification, unavailability, suspension, or discontinuance of the Services or any information, features, or functionality available through the Services.

Chatbot. Given the probabilistic nature of machine learning, use of the Chatbot may, in some situations, result in Output that does not accurately reflect real people, places, or facts. When you use the Chatbot you expressly acknowledge and agree that:

• Output may not always be accurate. You should not rely on Output from the Chatbot as a sole source of truth or factual information, or as a substitute for professional advice.
• You must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from the Chatbot.
• You must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making legal, medical, or other important decisions about them.
• The Chatbot may provide incomplete, incorrect, or offensive Output that does not represent A-dec's views. If Output references any third-party products or services, it does not mean the third party endorses or is affiliated with A-dec.

Proprietary Rights

Website. All information contained on this Website, including but not limited to text, graphics, forms, logos, button icons, images, as well as the selection and arrangement thereof, and the overall “look and feel,” color combinations, other graphical elements of the Website, and software, is the property of A-dec or its subsidiaries, affiliates, or licensors and is protected by United States and international copyright laws. The compilation of all information on this Website is the exclusive property of A-dec or its licensors and is protected by United States and international copyright laws. All trademarks on the Website are subject to trademark rights of A-dec except where noted. None of the trademarks on the Website may be reproduced, copied, or manipulated in any manner without the express, written approval of the trademark owner. Certain touchpad symbols are proprietary to A-dec. Any use of these symbols, in whole or in part, without the express written consent of A-dec, is strictly prohibited. Except as expressly stated below, you receive no rights to any proprietary information or intellectual property of A-dec or its subsidiaries or affiliates by your use of this Website.

Chatbot. The Chatbot is owned by A-dec's licensors and is subject to the third party terms of such licensors.

Termination, Suspension, Discontinuation

Termination or Suspension. You are free to stop using the Services at any time. We reserve the right to suspend or terminate your access to the Services, or any part of the Services, without notice, for any or no reason whatsoever, including if we determine:

• You breached these Terms of Use or the Acceptable Use Policy⁠.
• We must do so to comply with the law.
• Your use of the Services could cause risk or harm to A-dec, our users, or anyone else.

Discontinuation of Services. We reserve the right to discontinue the Services, or any part of the Services at any time.

No Medical or Legal Advice

NEITHER A-DEC NOR ITS SUBSIDIARIES OR AFFILIATES PROVIDE MEDICAL OR LEGAL ADVICE OR PROVIDE LEGAL, MEDICAL, OR DIAGNOSTIC SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES AND OUTPUT ARE NOT A SUBSTITUTE FOR THE PROFESSIONAL JUDGMENT OF A QUALIFIED HEALTHCARE PRACTITIONER OR LEGAL PROFESSIONAL.

Disclaimer

THE SERVICES AND ALL INFORMATION AND CONTENT PROVIDED THROUGH THE SERVICES, INCLUDING ALL OUTPUT, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND. A-DEC AND ITS SUBSIDIARIES AND AFFILIATES, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, SATISFACTORY QUALITY, ACCURACY, SYSTEM INTEGRATION, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT RESPONSIBLE OR LIABLE FOR YOUR RELIANCE ON THE SERVICES, INCLUDING WITHOUT LIMIATION YOUR USE OF OUTPUT OR RELIANCE ON OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION.

A-DEC AND ITS SUBSIDIARIES, AFFILIATES, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOSS OF USE, LOSS OF DATA, DAMAGE OR DESTRUCTION OF EQUIPMENT, INTERRUPTION OF BUSINESS, LOST PROFITS, REGARDLESS OF THE FORM OF ACTION AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR ARISING OUT OF OR RELATING TO THE SERVICES AND THESE TERMS OF USE WILL NOT EXCEED $100.00. SOME COUNTRIES AND STATES DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

A-DEC SUBSIDIARIES, AFFILIATES, AND LICENSORS ARE INTENDED THIRD PARTY BENEFICIARIES OF THIS SECTION.

Indemnification

You agree to indemnify and hold harmless A-dec and its subsidiaries and affiliates and its and their officers, directors, managers, members, shareholders, and employees from and against any and all suits, losses, claims, demands, liabilities, expenses, damages, and costs, including reasonable attorney fees, court costs and expenses, arising out of or resulting from (1) your use of the Services and Content; (2) your breach of these Terms of Use; and/or (3) your violation of any applicable law. This obligation will survive the termination of these Terms of Use and will continue even after you stop using the Services.

Copyright Complaints

If you believe your intellectual property rights have been infringed, please send notice to the email or physical address below. We may delete or disable any information that we believe breaches these Terms of Use or is alleged to be infringing.

A-dec, Inc.
2601 Crestview Dr.
Newberg, OR 97132
Attn: General Counsel/Copyright Agent
legal@a-dec.com

Written claims concerning copyright infringement must include the following information:

• A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest
• A description of the copyrighted work that you claim has been infringed upon
• A description of where the allegedly infringing material is located on our site so we can find it
• Your address, telephone number, and e-mail address
• A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law
• A statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf

Disputes

We would like to understand and try to address your concerns prior to formal legal action. Before initiating formal legal proceedings, we both agree to try to informally resolve any disputes or claims arising out of or relating to these Terms of Use or the Services (“Disputes”). You agree to do so by sending us notice to the physical or email address provided in the Copyright Complaints section above. If we are unable to resolve a Dispute within 60 days, either of us has the right to initiate formal legal proceedings. We also both agree to attend an individual settlement conference if either party requests one during this time.

General

Governing Law. The laws of the State of Oregon will govern these Terms of Use and the Services without giving effect to any principles or conflicts of laws that would require the application of the laws of any other state. Any Disputes will be brought exclusively in the federal or state courts located in Multnomah County, Oregon.

Class Action and Jury Trial Waiver. You and A-dec agree that any Disputes must be brought on an individual basis only and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, and representative actions are prohibited. Only individual relief is available. You and A-dec knowingly and irrevocably waive any right to trial by jury in any action, proceeding, or counterclaim.

Severability. If any provision of these Terms of Use is found to be unenforceable by any court of competent jurisdiction, the remaining provisions of these Terms of Use will remain in full force and effect.

Waiver. No waiver of any term or condition of these Terms of Use shall be deemed a further or continuing waiver of such term or condition.

Assignment. You cannot assign, transfer, or sublicense any or all of your rights or obligations under these Terms of Use and any attempt to do so will be void. We can assign our rights and obligations under these Terms of Use to any party, at any time, and without notice to you.

Required by Law. Nothing in these Terms of Use is in derogation of our obligation to comply with governmental, court, or law enforcement requests or requirements arising out of or relating to your use of the Services.

Reservation of Rights. We reserve all rights not expressly granted in these Terms of Use.

Trade Controls. You must comply with all applicable trade laws, including sanctions and export control laws. The Services cannot be used in or for the benefit of, or exported or re-exported to (1) any U.S. embargoed country or territory; or (2) any individual or entity with whom dealings are prohibited or restricted under applicable trade laws. The Services cannot be used for any end use prohibited by applicable trade laws, and Submissions and Input cannot include material or information that requires a government license for release or export.

Entire Agreement. These Terms of Use and the Acceptable Use Policy constitute the entire understanding between you and A-dec regarding the Services and supersedes all prior or contemporaneous agreements, whether written or oral.

Modifications. We may update these Terms of Use from time-to-time in our discretion, and the latest version will be posted on the Website. Accordingly, you should visit this page periodically to review the most current Terms of Use. You can determine if these Terms of Use have been revised since your last visit to the Website by referring to the effective date. Your use of the Website following such revisions constitutes your acceptance of and agreement to these Terms of Use, as revised by us. The revisions will be effective upon posting, unless some other date is specified.