Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Adaptive Computing Enterprises, Inc. ("Company," "we," "us," or "our"), a Florida corporation, governing your access to and use of the Heidi AI platform, including any associated software, services, and documentation (collectively, the "Services").

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Services.

2. Company Information

Adaptive Computing Enterprises, Inc.
1100 5th Ave. S. #201
Naples, FL 34102
United States
Phone: (239) 330-6093
Email: info@adaptivecomputing.com

3. Eligibility

You must be at least 18 years of age to use our Services. By using our Services, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into these Terms. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

4. Account Registration

To access certain features of our Services, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Notify us immediately of any unauthorized use of your account
• Accept responsibility for all activities that occur under your account

5. Description of Services

Heidi AI provides GPU commissioning and management services for NVIDIA hardware, including but not limited to:

• Zero-touch deployment and configuration of NVIDIA DGX, Jetson, and GPU workstations
• Remote desktop access and management
• Pre-installed AI applications and development frameworks
• SLURM job scheduling and resource management
• Software licensing and maintenance services

6. Fees and Payment

6.1 Pricing. Current pricing for our Services is available on our website. All prices are in U.S. dollars unless otherwise specified.

6.2 Payment Terms. Payment is due at the time of purchase unless otherwise agreed in writing. We accept major credit cards and other payment methods as displayed during checkout.

6.3 Taxes. All fees are exclusive of applicable taxes. You are responsible for paying all taxes associated with your purchases, including but not limited to Florida state sales tax where applicable.

6.4 Refunds. Refund requests must be submitted within 30 days of purchase. Hardware purchases are subject to a 15% restocking fee. Software licenses are non-refundable once activated.

7. Intellectual Property Rights

7.1 Our Rights. The Services and all content, features, and functionality thereof, including but not limited to software, text, graphics, logos, and trademarks, are owned by Adaptive Computing, Inc. or its licensors and are protected by United States and international copyright, trademark, and other intellectual property laws.

7.2 Your Rights. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes.

7.3 Your Content. You retain all rights to any data, code, or other materials you upload or create using our Services ("User Content"). You grant us a limited license to host, store, and process your User Content solely to provide the Services.

8. Acceptable Use Policy

You agree not to use the Services to:

• Violate any applicable federal, state, local, or international law or regulation
• Infringe upon the intellectual property rights of others
• Transmit any malicious code, viruses, or harmful components
• Attempt to gain unauthorized access to any systems or networks
• Engage in cryptocurrency mining without explicit authorization
• Interfere with or disrupt the integrity or performance of the Services
• Use the Services for any illegal, harmful, or fraudulent purpose

9. Warranty Disclaimer

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY FLORIDA LAW, IN NO EVENT SHALL ADAPTIVE COMPUTING ENTERPRISES, INC., ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your access to or use of or inability to access or use the Services
• Any conduct or content of any third party on the Services
• Any content obtained from the Services
• Unauthorized access, use, or alteration of your transmissions or content

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS EXCEED THE AMOUNT PAID BY YOU TO US DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Indemnification

You agree to defend, indemnify, and hold harmless Adaptive Computing Enterprises, Inc. and its officers, directors, employees, contractors, agents, licensors, and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services.

12. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions. Any legal action or proceeding arising out of or relating to these Terms or the Services shall be brought exclusively in the state or federal courts located in Collier County, Florida, and you hereby consent to the personal jurisdiction and venue of such courts.

13. Dispute Resolution

13.1 Informal Resolution. Before filing a claim against us, you agree to try to resolve the dispute informally by contacting us at info@adaptivecomputing.com. We will attempt to resolve the dispute informally within 60 days.

13.2 Arbitration. If we cannot resolve a dispute informally, all disputes arising out of or relating to these Terms or the Services shall be finally settled by binding arbitration in Naples, Florida, administered by the American Arbitration Association under its Commercial Arbitration Rules.

13.3 Class Action Waiver. YOU AND ADAPTIVE COMPUTING ENTERPRISES, INC. AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

14. Termination

We may terminate or suspend your account and access to the Services immediately, without prior notice or liability, for any reason, including if you breach these Terms. Upon termination, your right to use the Services will immediately cease.

You may terminate your account at any time by contacting us at support@heidi.ai. Upon termination, we will provide you with reasonable access to retrieve your User Content for a period of 30 days.

15. Changes to Terms

We reserve the right to modify or replace these Terms at any time at our sole discretion. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Services after any revisions become effective, you agree to be bound by the revised terms.

16. Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

17. Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Adaptive Computing Enterprises, Inc. regarding the use of the Services, superseding any prior agreements between you and us relating to the Services.

18. Contact Information

If you have any questions about these Terms, please contact us at:

Adaptive Computing Enterprises, Inc.
Attn: Legal Department
1100 5th Ave. S. #201
Naples, FL 34102
Email: info@adaptivecomputing.com
Phone: (239) 330-6093

19. Florida-Specific Provisions

Pursuant to Florida Statute § 501.171, we maintain reasonable security measures to protect your personal information. In the event of a data breach affecting your personal information, we will provide notice in accordance with Florida law.

Under Florida's Deceptive and Unfair Trade Practices Act (FDUTPA, Fla. Stat. § 501.201 et seq.), consumers are protected against unfair methods of competition and unfair or deceptive acts or practices in the conduct of trade or commerce.