Terms of Use
Introduction
These evaluation terms of service are between Adjunct and You and govern Your use of the Basic Service of the Adjunct Platform. If You are using the Adjunct Platform on behalf of another entity (such as Your employer), You must have the authority to accept these Terms on their behalf.
By using the Adjunct Platform, You are agreeing to these terms of service referred to as our “Terms” which are enforceable like any written contract.
Adjunct may update the Terms by posting updated Terms on our website. All changes become effective when posted. Such changes are not retroactive, but Your continued use of the Adjunct Platform after any such changes means You agree to such changes. Notwithstanding the above, in no event may Adjunct alter the Terms in a way that meaningfully detracts from its obligations with respect to Confidential Information, Customer Data, or Customer Content as agreed to in this Agreement without express written authorisation from You.
The Adjunct Platform is a research and compliance tool, and its Output is not legal advice. The Output of Adjunct is AI-generated, and may contain errors and misstatements or may be incomplete.
The definitions in Section 15 (Defined Terms) apply to these Terms. All terms in quotation marks in the body of these terms of service are also defined terms.
Usage
You may access, and we grant you the non-exclusive right to use, the Basic Service of the Adjunct AI Platform. Access credentials are specific to the user to whom they are issued and may not be shared, including within the same organisation.
You will take reasonable steps to prevent unauthorised use of the Service and you will notify us promptly if you learn of any material unauthorised usage.
Your usage of the Adjunct Platform is governed by the Terms. You will generally interact with the Adjunct Platform by providing Input to the Service and receiving Output from the Service.
You may not use our Services for any illegal, harmful, or abusive activity. You may not
Use the Adjunct Platform in a way that infringes, misappropriates, or violates any person’s rights;
Modify, copy, lease, sell or distribute any of our Services;
Attempt to reverse engineer or attempt to discover the source code or engineering of the underlying model and systems of the Adjunct Platform or its subcontractors, including our models, algorithms, or systems;
Attempt automated means to scrape content or Output from the Adjunct Platform;
Represent that Output was human-generated when it was not;
Interfere with or disrupt our Services, including circumvent any rate limits or restrictions or bypass any protective measures or safety mitigations we put on our Services.
To the extent that You provide us with any Feedback, we may freely use and incorporate any Feedback into our products and services without compensation, attribution of any kind, or any other obligation to You. Adjunct may not utilise Feedback in a way that identifies, or could be used to identify, Customer, its users, Customer Data, Content, or Customer's Confidential Information.
Any third-party software, services, or other products You use in connection with the Adjunct Platform (for example, Your internet browser) are subject to their own terms, and we are not responsible for such third party products.
Content
You may provide input to the Adjunct Platform (“Input”), and receive output from the Adjunct Platform based on the Input (“Output”). Input and Output are collectively “Content.” You are responsible for Content, including ensuring that it does not violate any applicable law or these Terms. You represent and warrant that You have all rights, licenses, and permissions needed to provide Input to our Services.
As between You and Adjunct, and to the extent permitted by applicable law, You
Retain Your ownership rights in Input and,
Own the Output. We hereby assign to You all our right, title, and interest, if any, in and to Output.
Due to the nature of our Services and artificial intelligence generally, output may not be unique and other users may receive similar output from our Services. Our assignment above does not extend to other users’ output or any Third-Party Output.
Adjunct may collect and use Usage Data to develop, improve, support, and operate its Services. Adjunct may not share Usage Data that includes Your Confidential Information with a third party except
to the extent the Usage Data is aggregated and anonymised such that You cannot reasonably be identified, or
as required by law.
Adjunct will not train any AI models using Your Content or Customer Data.
Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve our Services to make them more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, use of our Services may, in some situations, result in Output that does not accurately reflect real people, places, or facts. When You use our Services You understand and agree:
Output may not always be accurate. You should not rely on Output from our Services 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 Services.
Our Services may provide incomplete, incorrect, or offensive Output that does not represent Adjunct’s views. If Output references any third party products or services, it doesn’t mean the third party endorses or is affiliated with Adjunct.
IP Rights
We and our Affiliates own all rights, title, and interest in and to the Services.
Customer Data
To utilise certain features, You may be required to upload documents (“Customer Data”) into the Adjunct Platform for the purpose of enabling certain features.
As between the parties, You retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data. You grant to Adjunct and its Affiliates a non-exclusive, worldwide, royalty-free right to process the Customer Data and Your Input to the extent necessary to provide the Service to You, to prevent or address service or technical problems with the Service, or as may be required by law.
Your use of the Service and all Customer Data will comply with applicable laws, government regulations, and any other legal requirements, including but not limited to, any data localisation or data sovereignty laws, regulations, and any other third-party legal requirements applicable to You. You are responsible for the accuracy, content and legality of all Customer Data.
Registration and Access
You must provide true, accurate, current and complete information to register for an account to use our Services. If You provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate Your account and refuse any and all current or future use of the Adjunct Services (or any portion thereof).
You may not share Your account credentials or make Your account available to anyone else and are responsible for all activities that occur under Your account.
If You create an account or use the Services on behalf of another person or entity, You must have the authority to accept these Terms on their behalf.
Subscription and Late Payments
Access to the Service will commence upon receipt of payment. Subscription dates will be adjusted accordingly for any delays in access to the Service not as a result of the user.
If any payment for the platform services are not received upon the due date, you shall be notified and given a grace period of seven (7) calendar days from the due date to make the payment.
The due date for new subscriptions is the day that payment is first made through the online payment portal or as specified in an invoice shared by Adjunct.
The due date for recurring subscriptions is the first day of the new subscription term (monthly or annual).
If payment is not made within the seven (7) calendar day grace period, the following actions will be taken:
Suspension of Services: Services will be temporarily suspended until all overdue payments, are received by the Company. Adjunct will provide you with written notice at least five (5) days before the suspension of services. Subsequent suspensions may be implemented with shorter or no notice and be charged a reinstatement fee determined by the company to prevent repeated late payments.
Termination of Services: If payment is not received within thirty (30) days after the initial due date, Adjunct reserves the right to terminate all services. All accounts will be deactivated, and information deleted for security purposes. The company will provide written notice of impending termination 15 days in advance.
Reinstatement of Services: If services are suspended or terminated due to non-payment, you may request reinstatement of services by submitting a reinstatement request in writing to the company support email (info@adjunct.co.za).
This reinstatement request will be taken under due consideration by Adjunct and if approved will require you to pay all outstanding amounts, and any reinstatement fee determined by the Company before access to the platform is restored.
Refunds and Cancellations
Clients may cancel their monthly subscription at any time. Upon cancellation, the subscription will remain active until the end of the current billing cycle (the end of the billed month). No refunds will be provided for the remaining days in the current billing cycle.
Annual Subscriptions: Clients may cancel their annual subscription at any time. If cancellation occurs within 30 days from the start of the billing cycle (the start of each new annual subscription term), a pro-rata refund will be provided for the remainder of the subscription term (11 months), less any discounts provided. No refunds will be issued for cancellations occurring after 30 days from the start of the billing cycle.
Refund requests should be submitted in writing to the Company’s billing department (info@adjunct.co.za). Approved refunds shall be processed within 14 business days from the date of approval.
Repeated cancellations: Clients who cancel and then later reinstate their subscription more than once within a 12-month period may be subject to a reinstatement fee equivalent to one month's subscription fee.
The company reserves the right to only offer annual subscription terms going forward, to clients who cancel and reinstate their subscription more than twice within a 12-month period.
The company will provide written notice to the client if they become subject to these repeated cancellation/reinstatement terms.
Clients may downgrade their subscription plan at any time. The downgraded plan will take effect at the commencement of the next billing cycle. No pro-rata refunds will be issued for downgrades during the current billing cycle.
Term and Termination
These Terms take effect when You first use the Adjunct Platform and remain in effect until terminated. You may terminate these Terms at any time by discontinuing the use of the Service. We may similarly terminate upon notice at any time and no refunds will be provided for any remaining days in the subscription, including for these reasons:
You breached these Terms.
We must do so to comply with the law.
Your use of our Services could cause risk or harm Adjunct, our users, or anyone else
Your account has been inactive for over a year, and You do not have a paid account.
If we terminate, we will provide You with advance notice.
Upon termination, You will stop using the Adjunct Platform, and You will promptly return, or if instructed by us, destroy any Confidential Information. The sections of these terms that customarily would survive such an agreement shall survive (for example, provisions around confidentiality, obligation to pay unpaid fees, etc.)
Discontinuation of Services
We may decide to discontinue our Services, but if we do, we will give You advance notice and a refund for any prepaid, unused Services.
Disclaimer of Warranties
You warrant that You have the necessary rights in Your Customer Data and Input to use it with the Adjunct Platform and that Your use of the Adjunct Platform will comply with all applicable laws and regulations.
The Adjunct Platform is provided on an as-is and as-available basis. Adjunct makes no representations or warranties of any kind, implied or expressed, with respect to the Adjunct Platform including warranties of merchantability, title, non-infringement, or fitness for a particular purpose, which are disclaimed.
Course of dealing or usage of trade. Without limiting the foregoing, Adjunct makes no warranty that
The services, the reports, or any other services or deliverables provided here under (collectively, the “materials”) will meet the requirements of user or operate in combination with any hardware, software or data not provided by Adjunct.
Adjunct does not represent or warrant that the use of the Adjunct Platform will be uninterrupted or error-free.
The results that may be obtained from the use of the materials will be accurate, reliable or error-free.
Any errors in the materials will be corrected. The materials are provided on an “as is” and “as available” basis with all defects
No oral or written information or communications given by Adjunct, its employees, or agents will increase the scope of the above warranty or create any new or additional warranties.
Limitation of Liability
In no event will either party be liable to the other party or any third party for any indirect, incidental, special, exemplary, punitive, or consequential damages, including loss of income, data, profits, revenue, or business interruption, or the cost of substitute services or other economic loss, arising out of or in connection with these Terms, whether such liability arises from any claim based on contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not such party has been advised of the possibility of such loss or damage.
The material provided through or in connection with the services is designed to provide practical and useful information on the subject matter covered. While such material may concern issues related to professional services, such content is not professional services advice. You should not act or refrain from acting on the basis of any content included on this site or in connection with the services without seeking the advice of a competent professional in the applicable subject matter. We expressly disclaim all liability in respect of actions taken or not taken based on any material of or in connection with the services. Adjunct’s provision of the services, the materials made available on the services and any information provided by our reference attorneys (and any other Adjunct representatives) are for general informational purposes only.
Other than for claims based on liability which, by law, cannot be limited (for example, gross negligence and intentional misconduct), in no event will either party’s total liability to the other party or any third party for all claims in the aggregate (for damages or liability of any type) in connection with these Terms exceed the greater of the amount You paid for the service that gave rise to the claim during the 12 months before the liability arose or $100 (the “liability cap”).
Indemnity
If You are a business or organisation, to the extent permitted by law, You will indemnify and hold harmless us, our Affiliates, and our personnel, from and against any costs, losses, liabilities, and expenses (including attorneys’ fees) from third party claims arising out of or relating to Your use of the Services, Material and Content or any violation of these Terms.
Dispute Resolution
We would like to understand and try to address Your concerns prior to formal legal action. Before either of us files a claim against the other, we both agree to try to resolve the Dispute informally. You agree to do so by sending us notice through this email (info@adjunct.co.za). We will acknowledge receipt of the email notification.
If we are unable to resolve a Dispute within 60 days, either of us has the right to initiate mediation with the Commission for Conciliation, Mediation and Arbitration (CCMA). We also both agree to attend an individual settlement conference if either party requests one during this time. Any statute of limitations will be tolled during this informal resolution process.
Modifications to Terms of Use
The Company reserves the right to modify these provisions at any time. Clients will be notified at least 30 days prior of any material changes via email or through the platform. Continued use of the services after any such changes shall constitute the Client’s consent to such changes.
Definitions
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity where “control,” for the purposes of this definition means direct or indirect ownership or control of more than 50% of the voting interests in the subject entity.
“Basic Service” is the basic functionality of the Adjunct Platform made available to You as part of these Terms in which users provide Input and receive Output.
“Confidential Information” means all information that is identified as confidential at the time of disclosure by the Disclosing Party or reasonably should be known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Content specific to You and Customer Data are Confidential Information.
“Content” means Input and Output collectively.
“Customer Data” has the meaning set forth in Section 6.1
“Feedback” means any suggestions, enhancement requests, recommendations, corrections, or other feedback provided to Adjunct by You relating to our offerings. Feedback excludes Customer Data and Content.
“Adjunct Platform” means the software-as-a-service offering made available by Adjunct at http://www.adjunct.app.
“Input” means the query provided by a user to the Adjunct Platform.
“Liability Cap” has the meaning set forth in Section 12.3
“Output” means the output provided by the Adjunct Platform to a user in response to such user’s Input.
“Service” means the Adjunct Platform.
“Terms” has the meaning set forth in Section 1.2.
“Usage Data” means information reflecting the access, interaction, or use of the Adjunct Platform by or on behalf of Customer including frequency, duration, volume, features, functions, visit, session, click through or click stream data, and statistical or other analysis, information, or data based on, or derivative works of, the forgoing. Other than as strictly required for billing purposes, Usage Data does not include Content, Customer Data, Customer Confidential Information, or any information that identifies or reasonably would permit identification of any Content, Customer Data, or Customer Confidential Information.
“You” or “Your” means either (1) in the case of an individual, the person contracting for the use of the Adjunct Platform; or (2) in the case of a legal entity, the organisation contracting for the use of the Adjunct Platform.
“Company”, “Adjunct” or “Us” means Adjunct South Africa.
More Nuance.
