ADE Terms and Conditions

These Terms and Conditions, together with the policies and documents incorporated by reference below, govern access to and use of the websites, software, hosted services, APIs, communications tools, websites' widgets, integrations, and related offerings (collectively, the "Service") made available by Trans-M, Ltd DBA Autonomous Digital ("Autonomous Digital", "we," "us," or "our").

Autonomous Digital Employee ("ADE") is a digital product designed to help businesses operate more efficiently through software, automation, and AI-assisted workflows. We aim to provide a reliable and professional service experience. At the same time, because ADE may rely on artificial intelligence, cloud infrastructure, external channels, customer systems, and other third-party services, these Terms explain the limits, responsibilities, and risk allocation that apply when the Service is used.

By accessing or using the Service, clicking to accept these Terms, requesting a demo, creating an account, signing an order form, or otherwise using our website or the Service, you agree to these Terms. If you use the Service on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity, and "Customer" or "you" means that entity.

The following documents are incorporated into and form part of these Terms:

ADE Acceptable Use Policy
ADE Privacy Policy
ADE Cookie Notice
ADE AI Output and Automation Disclaimer
ADE Subscription, Billing, and Refund Policy
ADE Security, Availability, and Third-Party Services Policy
ADE Sanctions, Export Controls, and Restricted Jurisdictions Policy
ADE Data Processing Addendum, where applicable
Any order form, statement of work, implementation addendum, or written product-specific terms expressly entered into between you and Autonomous Digital

These documents are an integral part of these Terms and should be read together. If there is a conflict between these Terms and a signed order form or addendum, the signed order form or addendum controls to the extent of the conflict. If there is a conflict between these Terms and a separate policy, these Terms control unless that policy expressly states otherwise.

2. Eligibility and Authority

You must be legally able to enter into a binding agreement to use the Service. You may not use the Service if you are prohibited from doing so under applicable law, sanctions, export controls, or other legal restrictions. The Service is intended for business and professional use unless we expressly state otherwise.

3. Service Overview

ADE is a software-as-a-service offering that may include AI-assisted drafting, review, routing, automation, summarization, knowledge-based responses, workflow support, communications features, integrations, analytics, and related tools. Certain features may depend on third-party providers, third-party models, telecommunications carriers, messaging channels, customer environments, customer data sources, and customer-configured workflows.

We continuously improve and refine the Service. As a result, features, interfaces, models, integrations, workflows, and availability may change from time to time. We may update, improve, suspend, or discontinue features, including to address security issues, legal requirements, supplier changes, performance issues, or product evolution.

4. Accounts, Access, and Security

You agree to provide accurate registration, billing, and contact information and to keep it current. You are responsible for the confidentiality of your credentials and for activity under your accounts, workspaces, API keys, integrations, phone numbers, channels, and devices, except to the extent caused directly by our breach of these Terms.

We encourage you to use strong authentication, role-based access controls, and other reasonable internal safeguards. You are responsible for your personnel, contractors, administrators, and end users, and for any access you permit or enable.

5. Customer Responsibilities

We work to make ADE useful, accurate, and configurable, but successful deployment also depends on Customer judgment and Customer controls. You are responsible for:

configuring the Service appropriately for your business,
determining who may access the Service and what permissions they should have,
reviewing outputs where review is appropriate,
ensuring that your use of the Service complies with law and your own internal policies,
maintaining appropriate backups and records where needed,
ensuring you have all rights necessary to provide data, content, prompts, files, instructions, integrations, credentials, and materials to the Service,
evaluating whether a particular use case is appropriate for automation or AI assistance.

The Service is not a substitute for your own legal, compliance, operational, accounting, medical, safety, or other applicable professional judgment.

6. Acceptable Use and Restricted Activities

You must use the Service only in compliance with these Terms, the incorporated policies, and applicable law. You may not use the Service for prohibited purposes described in the ADE Acceptable Use Policy or in the ADE Sanctions, Export Controls, and Restricted Jurisdictions Policy.

Without limiting the foregoing, you may not use the Service for military, defense, intelligence, weapons-related, sanctions-evasion, illegal drug, trafficking, prostitution-facilitation, exploitative, abusive, deceptive, or unlawful purposes, or in ways that could create unreasonable risk of harm to people, nature, property, public safety, or critical systems.

7. Customer Data, Inputs, and Outputs

As between Autonomous Digital and Customer, and subject to applicable law and any signed order form, Customer retains its rights in Customer data, files, prompts, instructions, documents, and other materials that Customer submits to the Service (collectively, "Customer Content"). Customer grants Autonomous Digital the rights necessary to host, process, transmit, analyze, and use Customer Content as needed to provide, secure, maintain, support, and improve the Service, to comply with law, and as otherwise described in these Terms and the Privacy Policy.

Outputs generated by the Service may be influenced by Customer instructions, Customer Content, third-party systems, and probabilistic AI technologies. ADE is designed to provide a high level of reliability through its proprietary multi-model architecture and review process. However, because artificial intelligence technologies are inherently complex, outputs may not be unique, may contain inaccuracies, and may require review before use. Additional terms about outputs and automation are set out in the ADE AI Output and Automation Disclaimer.

8. Third-Party Services and External Dependencies

Autonomous Digital uses and may continue to use reputable cloud, infrastructure, security, model, analytics, communications, payment, and integration providers to help operate the Service. We select providers we believe are suitable for the Service and we aim to maintain a dependable technology stack.

However, parts of the Service may depend on third-party networks, software, channels, carriers, APIs, models, identity systems, cloud services, and other external providers that are outside Autonomous Digital's direct control. Those third-party services may change, suspend, fail, degrade, restrict, or discontinue functionality at any time.

To the maximum extent permitted by law, Autonomous Digital is not responsible for downtime, delays, security events, output changes, delivery failures, routing failures, formatting issues, data loss, unavailability, or other problems caused by third-party providers, external platforms, telecommunications networks, payment processors, model providers, customer systems, or internet infrastructure.

9. Fees and Payment

Fees, billing intervals, payment methods, taxes, renewals, and refund rules are described in your order form, checkout flow, or the ADE Subscription, Billing, and Refund Policy. By using paid portions of the Service, you agree to pay the applicable fees when due.

10. Beta, Preview, and Early Access Features

From time to time, Autonomous Digital may offer beta, pilot, preview, early access, or evaluation features. We provide those features to support testing, feedback, and product development, and we aim to make them helpful.

Because such features may be incomplete or evolving, they may have reduced functionality, changing behavior, limited support, or increased error rates. Unless otherwise stated in writing, beta, preview, and early access features are provided on an "as is" and "as available" basis and may be modified, suspended, or discontinued at any time.

11. Intellectual Property

Autonomous Digital and its licensors retain all right, title, and interest in and to the Service, including all software, workflows, designs, interfaces, logos, trademarks, documentation, analytics, and technology underlying the Service, excluding Customer Content and any rights expressly granted to Customer.

Subject to these Terms and payment of applicable fees, Autonomous Digital grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Service for Customer's internal business purposes.

You may not copy, resell, lease, distribute, reverse engineer, decompile, create derivative works of, or otherwise misuse the Service, except to the extent that such restriction is prohibited by applicable law.

12. Intellectual Property Complaints and Takedown Requests

Autonomous Digital respects intellectual property rights and expects customers and users of the Service to do the same. If any person or entity believes that content, materials, outputs, or use of the Service infringes or misappropriates intellectual property rights, that party may submit a written complaint to Autonomous Digital at ADE@mydigitalemployee.ai. The complaint should include sufficient information for Autonomous Digital to review the claim, including identification of the complaining party, the rights allegedly at issue, the material or activity complained of, the basis of the claim, and information reasonably sufficient to allow Autonomous Digital to locate and assess the relevant material or activity. Autonomous Digital may request additional information, supporting documentation, proof of authority, or clarification before taking action. If Autonomous Digital reasonably believes that material, content, or activity may infringe, misappropriate, or otherwise violate intellectual property rights or these Terms, Autonomous Digital may remove or disable access to the relevant material, suspend related functionality, restrict access, or take other protective action. Autonomous Digital may also notify the affected customer or user and may allow that party to provide context, explanation, or counter-notice where Autonomous Digital considers it appropriate. Autonomous Digital is not obligated to adjudicate private disputes between parties. Autonomous Digital may act based on the information available to protect the Service, its customers, third parties, and its own legal and operational interests. Repeated or serious intellectual property complaints, infringement, or misuse of the Service may result in suspension or termination of access.

13. Feedback

If you provide ideas, feedback, suggestions, or enhancement requests, we appreciate it. You agree that Autonomous Digital may use that feedback without restriction or compensation, provided that we do not thereby acquire ownership of your confidential information or Customer Content.

14. Customizations, Configurations, and Generalized Improvements

Autonomous Digital may develop, configure, customize, adapt, implement, refine, or enable features, workflows, automations, templates, prompts, guardrails, structures, integrations, verticalized use cases, operational methods, or other functionality in response to Customer requests, Customer use cases, Customer feedback, Customer requirements, or work performed with or for Customer. Unless otherwise expressly agreed in a signed written agreement, all right, title, and interest in and to such developments, customizations, configurations, adaptations, refinements, generalized learnings, and improvements, including any related intellectual property rights, will belong exclusively to Autonomous Digital. Customer does not acquire ownership of the Service, or of any modification, customization, configuration, enhancement, adaptation, derivative work, generalized workflow, reusable logic, reusable structure, reusable prompt framework, reusable guardrail design, reusable integration approach, reusable vertical solution, or other improvement developed by or for Autonomous Digital, even if inspired by Customer requests, informed by Customer use cases, or developed in the course of work performed with Customer. Autonomous Digital may use, reuse, commercialize, license, provide, market, sell, deploy, or otherwise exploit for any purpose any generalized ideas, know-how, methods, techniques, structures, configurations, workflows, improvements, and product enhancements developed, learned, or refined in connection with providing the Service to Customer, so long as Autonomous Digital does not disclose Customer Content, Customer Confidential Information, or Customer Personal Data except as permitted by these Terms, the Privacy Policy, or any applicable signed agreement. For clarity, Customer retains its rights in Customer Content and Customer Confidential Information, but Autonomous Digital retains all rights in the Service and in any generalized or reusable improvements, configurations, adaptations, and developments related to the Service.

15. AI Disclosure, Transparency, and Human-Likeness

The Service may be configured, named, presented, or deployed in a way that appears conversational, personalized, branded, employee-like, or human-like. Depending on Customer configuration, channel selection, persona design, naming choice, workflow design, and use case, communications generated or delivered through the Service may be perceived by third parties as coming from a human representative, digital employee, assistant, agent, operator, or similar role. Customer is solely responsible for determining whether any disclosure, notice, identification, consent, labeling, introduction, disclaimer, or other transparency measure is required under applicable law, regulation, industry rule, professional rule, contractual obligation, internal policy, or the requirements of any communication channel, platform, customer relationship, or jurisdiction in which the Service is used. If Customer’s use case, jurisdiction, industry, policy environment, legal obligations, contractual commitments, platform requirements, internal policies, or any other applicable law, rule, requirement, restriction, expectation, or circumstance require disclosure that a communication is generated, assisted, routed, delivered, or supported by artificial intelligence, automation, software, or a digital employee, Customer is solely responsible for implementing and maintaining such disclosure in its configurations, scripts, prompts, workflows, naming conventions, introductions, disclaimers, operating procedures, and customer-facing communications. Customer acknowledges that one way to reduce disclosure risk may be to configure the Service to identify itself expressly as a digital employee, digital assistant, virtual assistant, AI assistant, automated system, or similar non-human role, including through naming conventions, introductions, signatures, greetings, disclaimers, or standing instructions. Customer is solely responsible for deciding whether to use any such measure. Autonomous Digital does not provide legal advice regarding whether, where, when, or how Customer must disclose the use of artificial intelligence, automation, or a digital employee. Autonomous Digital does not guarantee that any default configuration, naming practice, prompt, introduction, workflow, or recommended wording will satisfy Customer’s legal or regulatory obligations. Customer assumes all risk and responsibility arising from its decision to disclose, not disclose, partially disclose, or inaccurately disclose the use of the Service, including where the Service is configured to appear human-like, employee-like, or personalized. To the maximum extent permitted by law, Customer will defend, indemnify, and hold harmless Autonomous Digital, its affiliates, licensors, providers, officers, directors, employees, contractors, and representatives from and against any third-party claims, investigations, actions, proceedings, penalties, losses, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to Customer’s disclosure choices, non-disclosure, misleading disclosure, inadequate disclosure, or failure to comply with any applicable transparency, consumer protection, communications, employment, privacy, advertising, sector-specific, platform, contractual, or other legal or regulatory requirement. To the maximum extent permitted by law, Autonomous Digital also disclaims liability for such matters.

16. Confidentiality

Each party may receive non-public information from the other that should reasonably be understood to be confidential. The receiving party will use the other party's confidential information only as needed to perform under these Terms and will protect it using reasonable care. However, no method of transmission, storage, or processing is completely secure, and except as expressly set out in these Terms, neither party guarantees that unauthorized access, use, or disclosure will never occur. Any liability arising out of or relating to unauthorized access to, use of, or disclosure of Confidential Information will remain subject to the exclusions, disclaimers, and limitations of liability set out in these Terms, to the maximum extent permitted by applicable law.

These confidentiality obligations do not apply to information that is or becomes public through no breach of these Terms, was already known without restriction, is independently developed without use of the confidential information, or is rightfully obtained from a third party without confidentiality obligations.

A party may disclose confidential information if required by law, subpoena, court order, or governmental request, provided it gives notice when legally permitted to do so.

17. Government Requests and Required Disclosures

Autonomous Digital may preserve, access, review, and disclose information, including Customer Content and related records, where we reasonably determine this is necessary to comply with applicable law, legal process, subpoena, court order, regulatory request, governmental request, law enforcement request, or other legally binding obligation. Where reasonably appropriate, Autonomous Digital may review such requests for facial validity, scope, and jurisdiction, and may seek to narrow, object to, or obtain protective treatment for a request. However, Autonomous Digital is not obligated to challenge, appeal, or delay every request. Autonomous Digital may disclose only the information that it reasonably determines is legally required or reasonably necessary under the circumstances. Where legally permitted and reasonably practicable, Autonomous Digital may provide notice to the affected Customer before disclosure. Autonomous Digital may withhold notice where notice is prohibited by law, legal process, court order, regulatory requirement, or where Autonomous Digital reasonably determines that notice could create legal risk, security risk, risk of harm, or risk of evidence destruction or tampering. Autonomous Digital may also preserve or disclose information where reasonably necessary to protect the rights, property, safety, security, users, customers, third parties, or the integrity of the Service, including in connection with fraud, abuse, security incidents, or other unlawful conduct. To the extent permitted by law, Autonomous Digital may require reimbursement of reasonable costs for unusual, burdensome, or extraordinary compliance efforts associated with responding to a request.

18. Suspension and Termination

We prefer to resolve issues cooperatively where practical. However, Autonomous Digital may suspend or restrict access, in whole or in part, if we reasonably believe this is necessary to:

protect the Service, our customers, users, or third parties,
respond to suspected abuse, fraud, unlawful conduct, or policy violations,
address security concerns,
comply with law, sanctions, export controls, subpoenas, or government orders,
prevent material operational, legal, reputational, or safety risk.

You may stop using the Service at any time, subject to any minimum term, billing commitment, or non-cancellable fees described in your order form or subscription policy.

Upon termination, your right to use the Service ends. Provisions that by their nature should survive termination will survive, including provisions regarding payments due, intellectual property, confidentiality, restrictions, disclaimers, limitations of liability, indemnification, dispute resolution, and interpretation.

19. No Professional Advice

Although Autonomous Digital may assist with communications, summarization, workflow support, and information handling, the Service does not provide legal, medical, tax, accounting, employment, compliance, safety, or other regulated professional advice unless Autonomous Digital expressly states otherwise in writing and the applicable legal requirements are satisfied.

20. Warranties Disclaimer

Autonomous Digital works to provide a professional, commercially reasonable, and useful service experience. We aim to use reputable providers, maintain appropriate safeguards, improve the Service over time, and support customers in deploying the Service effectively.

At the same time, the Service involves complex software systems, integrations, networks, AI technologies, and external dependencies. For that reason, and to the maximum extent permitted by law, the Service, all outputs, all beta or preview features, and all related content are provided on an "as is" and "as available" basis, without warranties of any kind, whether express, implied, statutory, or otherwise.

To the maximum extent permitted by law, Autonomous Digital disclaims all implied warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, accuracy, availability, system integration, and that the Service will be uninterrupted, secure, error-free, or free of harmful components.

We do not warrant that outputs will always be accurate, complete, unique, compliant, lawful for your use case, or suitable for any high-risk decision or regulated workflow.

21. Limitation of Liability

We believe the Service can create significant value for customers, but the subscription pricing does not reflect unlimited legal exposure. Accordingly, and to the maximum extent permitted by law, Autonomous Digital's total aggregate liability arising out of or relating to the Service, these Terms, or any incorporated policy will not exceed the amount of the fees actually paid by Customer to Autonomous Digital for the Service in the six (6) months immediately preceding the event giving rise to the claim. This limitation applies in the aggregate across all claims and causes of action and regardless of the theory of liability, whether contract, tort, negligence, strict liability, statute, or otherwise.

To the maximum extent permitted by law, Autonomous Digital and its affiliates, licensors, subprocessors, providers, officers, directors, employees, contractors, and representatives will not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or enhanced damages, or for any loss of profits, revenue, savings, goodwill, business opportunity, anticipated business, use, data, records, or business interruption, even if advised of the possibility of such damages.

Nothing in these Terms limits liability to the extent such limitation is prohibited by applicable law.

22. Indemnification

You agree to defend, indemnify, and hold harmless Autonomous Digital, its affiliates, licensors, providers, officers, directors, employees, contractors, and representatives from and against any third-party claims, actions, proceedings, damages, judgments, fines, penalties, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

your use of the Service,
your Customer Content,
your instructions, automations, integrations, or configurations,
your violation of these Terms or any incorporated policy,
your violation of applicable law, sanctions, export controls, or third-party rights,
any use of the Service in a prohibited, high-risk, harmful, or unauthorized context,
disputes between you and your end users, customers, employees, contractors, or other third parties arising from your use of the Service.

23. Changes to the Service and These Terms

We may update the Service and these Terms from time to time to reflect product changes, legal developments, operational improvements, security requirements, or business needs. If we make a material change, we will provide notice in a commercially reasonable manner, such as by posting an updated version on our website, within the product, or by email.

By continuing to use the Service after the updated Terms become effective, you agree to the updated Terms.

24. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Texas, United States of America, without regard to its conflict-of-law principles.

24.1 Informal Dispute Resolution

Before initiating arbitration, the parties agree to attempt to resolve any dispute informally.

A party that intends to bring a claim must first provide written notice describing the nature of the dispute and the relief sought. The parties will use good-faith efforts to resolve the dispute for a period of thirty (30) days after such notice is received. If the dispute is not resolved within that period, either party may initiate arbitration as set out below.

24.2 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to the Service, these Terms, or any incorporated policy, including their formation, interpretation, breach, termination, or validity, will be finally resolved by binding arbitration. If the dispute is international in nature, arbitration will be administered by the International Centre for Dispute Resolution (ICDR) of the American Arbitration Association. If the dispute is not international in nature, arbitration will be administered by the American Arbitration Association (AAA) under its applicable commercial arbitration rules. The seat and legal place of arbitration will be Houston, Texas, United States, and the proceedings will be conducted in the English language. The arbitration will be conducted by a single arbitrator, unless the applicable rules require otherwise. The arbitrator’s decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

24.3 Injunctive Relief

Nothing in this Section prevents either party from seeking temporary, preliminary, or injunctive relief in any court of competent jurisdiction solely for the purpose of protecting its intellectual property, confidential information, security, or other proprietary rights, where such relief is necessary to prevent immediate or irreparable harm.

24.4 Class Action and Representative Action Waiver

To the maximum extent permitted by applicable law, each party agrees that any dispute will be brought only in its individual capacity, and not as a plaintiff or class member in any purported class action, collective action, consolidated action, or representative proceeding.

24.5 Jury Trial Waiver

To the maximum extent permitted by applicable law, each party waives any right to a jury trial in connection with any dispute arising out of or relating to these Terms or the Service.

24.6 Costs and Frivolous Claims

The arbitrator will have authority to allocate the costs of arbitration in accordance with the applicable arbitration rules. If the arbitrator determines that a claim or defense was frivolous, brought in bad faith, or primarily intended to harass, the arbitrator may require the responsible party to reimburse the other party for reasonable attorneys’ fees and arbitration costs, to the extent permitted by applicable law.

25. Miscellaneous

If any provision of these Terms is held unenforceable, the remaining provisions will remain in effect. Autonomous Digital's failure to enforce a provision is not a waiver. You may not assign these Terms without our prior written consent, except in connection with a permitted merger, acquisition, or sale of substantially all relevant assets. Autonomous Digital may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets.

These Terms, together with the incorporated policies and any signed order form or addendum, constitute the entire agreement between you and Autonomous Digital regarding the Service and supersede all prior or contemporaneous agreements, proposals, discussions, or understandings relating to the Service, and you acknowledge that the Service is purchased based solely on the terms and conditions expressly set out in these Terms and any applicable order form, and not based on any descriptions, marketing materials, product roadmaps, demonstrations, presentations, or other statements not expressly incorporated into these Terms. In the event of any conflict or inconsistency between these Terms, any incorporated policy, any order form or addendum, and any information presented on the Autonomous Digital websites, marketing materials, product descriptions, presentations, or other communications, these Terms will control. Except as expressly stated in these Terms or an applicable order form, you agree that you have not relied on any statement, representation, or warranty regarding the Service that is not expressly set out in these Terms.